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HomeMy WebLinkAboutContract 21952195 CONTRACT AGREEMENT APPRAISAL and LAND ACQUISITION SERVICES THIS AGREEMENT is made and entered into by and between the City of Columbia Heights, a Municipal Corporation in the State of Minnesota, 637 38`" Ave, Columbia Heights, Minnesota 55421, hereinafter referred to as the "City," and Evergreen Land Services Company, 4131 Old Sibley Memorial Highway, Suite 201, Eagan, Minnesota 55122 hereinafter referred to as the "Acquisition Consultant". WITNESSETH: WHEREAS, the City is in need of acquisition services for the Gateway Pedestrian Bridge TH 65 =Central Ave City Project 0906; and WHEREAS, the Acquisition Consultant represents that the Acquisition Consultant is qualified and willing to furnish these services; and WHEREAS, the City wishes to purchase these services from the Acquisition Consultant. NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is agreed and understood as follows: TERM This Agreement shall commence upon the signing of this Agreement and shall continue in effect through the satisfactory completion of the services to be provided herein. II. SERVICES/COMPENSATION The City agrees to purchase and the Acquisition Consultant agrees to perform acquisition services as detailed in the proposal of May 6`~' 2009 (appraisals, review appraisals, title, and acquisition). Legal services will be under separate agreement if and when needed. Proposal letter dated May 6`h 2009 consisting of 7 pales, attached. The Acquisition Consultant's contact shall be: Doug Johnson. The appraisal reports shall be subject to the following: A. The reports shall be submitted in the required fornat set forth in the "Minnesota Highway Department Right-of--Way Manual, and Federal Standards. B. An original narrative report and two copies shall be submitted for each designated parcel. Appraisal reports are subject to formal review, and acceptance by the City. Payment will not be made until the City receives reviewed reports. C. All appraisal reports and copies shall be delivered to Evergreen Land Services by not later than 3:30 p.in. on June 26`'', 2009. Electronic copies of the final version shall be provided to the City. D. The total fee for the above-referenced appraisal(s) shall be $17,000.00. (See attached parcel breakdown if applicable.) E. The subconsultant appraiser is on Mn/DOT's pre-qualified appraisal list and is an experienced appraiser of partial takings. F. As required by the Minnesota Highway Department Right-of--Way Manual, appraiser agrees to contact the owners of all parcels and offer them the opportunity to accompany him/her during his/her physical examination of subject property. G. Each appraisal report shall conform to applicable professional standards. III. BILLING AND PAYMENT Upon satisfactory completion of the services described herein, the Contractor shall submit to the City an itemized statement containing such information as is required by the City. Within thirty (30) day of its receipt of the billing statement, the City shall make payment to the Contractor or make reasonable arrangements for pa}nnent acceptable to the Contractor. IV. AUDIT DISCLOSURE AND RETENTION OF RECORDS The Acquisition Consultant agrees to make available to duly authorized representatives of the City and of the State of Minnesota, for the purpose of audit examination pursuant to Minn. Stat. § 16C.05, any books, documents, papers, and records of the Acquisition Consultant that are pertinent to the provision of services hereunder. The Acquisition Consultant further agrees to maintain all such required records for six (6) years after receipt of final payment and the closing of all other related matters. V. INDEMNIFICATION The Acquisition Consultant agrees that it will hold harmless, indemnify, and defend the City, its commissioners, officers, agents and employees against any claims, expenses (including attorney fees), losses, damages or lawsuits for damages arising from or related to providing or failing to provide services hereunder, including but not limited to the negligence of the Acquisition Consultant. VI. INSURANCE The Acquisition Consultant shall procure and maintain in full force and effect during the term of this Agreement, insurance coverage for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Acquisition Consultant, its agents, representatives, employees or subcontractors. The insurance coverage shall satisfy the requirements set forth in the Exhibit which is attached hereto and incorporated herein. VII. SERVICES NOT PROVIDED FOR No claim for services furnished by Acquisition Consultant not specifically provided for herein shall be honored by the City, unless mutually agreed upon. VIII. INDEPENDENT CONTRACTOR It is agreed by the parties that at all times and for all purposes hereunder, the relationship of the Acquisition Consultant to the City is that of an independent contractor and not an employee or agent of the City. IX. COMPLIANCE WITH LAWS In providing all services pursuant to this Agreement, the Acquisition Consultant shall abide by all statues, ordinances, rules and regulations pertaining to or regulating the provisions of such services, including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules, or regulations shall constitute a material breach of this Agreement and shall entitle the City to terminate this Agreement immediately upon delivery of written notice of termination to the Acquisition Consultant. X. SUBCONTRACTING AND ASSIGNMENTS Acquisition Consultant shall not enter into any additional subcontracts for performance of any of the services contemplated under this Agreement (except those identified in the Proposal Letter) without the prior written approval of the City and subject to such conditions and provisions as the City may deem necessary. The Acquisition Consultant shall be responsible for the performance of all subcontractors. XI. MODIFICATIONS Any material alterations, modifications or variations of the terms of this Agreement shall be valid and enforceable only when they have been reduced to writing as an amendment and signed by the parties. XII. DATA PRIVACY In collecting, storing, using and disseminating data on individuals in the course of providing services hereunder, the Acquisition Consultant agrees to abide by all pertinent state and federal statutes, rules and regulations covering data privacy, including but not limited to, the Minnesota Data Practices Act and all rules promulgated pursuant thereto by the Commissioner of the Department of Administration. All data created, collected, received, stored, used, maintained, or disseminated by the Acquisition Consultant in performing this Agreement is also subject to the provisions of Minn. Stat. § 13 et. seq. (the Minnesota Government Data Practices Act) and, pursuant to that statute, the Acquisition Consultant must comply with the requirements of that statute as if it were a government entity. All remedies set forth in Minn. Stat. § 13.08 shall also apply to the Acquisition Consultant. The Acquisition Consultant is not required to provide public data to the public if that same data is available from the City unless stated otherwise in this Agreement. XIII. EARLY TERMINATION The City may terminate this Agreement at any time, with or without cause, upon twenty-one (21) written days notice delivered by mail or in person. Notice to Acquisition Consultant shall be delivered to Acquisition Consultant at the address first written above. If notices are delivered by mail, they shall be effective two days after mailing. Upon early termination by the City, the Acquisition Consultant shall only be entitled to payment for services satisfactorily performed through the date of termination and shall not be entitled to any other payment and/or damages. XVI. DEFAULT AND REMEDY Failure of the Acquisition Consultant (including the failure of any employee or agent of the Acquisition Consultant) to abide by any of the teens, conditions, or requirements expressed in this Agreement shall constitute a default if not properly corrected by the Acquisition Consultant upon receipt of a notice of deficiency and a request for compliance from the City. In the event of a default by the Acquisition Consultant, the City may cancel this Agreement by sending written notice of cancellation to the Acquisition Consultant at the address stated above, and inay recover from the Acquisition Consultant any damages sustained by the City which may directly or consequently arise out of the breach of this Agreement by the Acquisition Consultant. XVII. ENTIRE AGREEMENT It is understood and agreed by the parties that the entire agreements of the parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the City and Acquisition Consultant relating to this subject matter hereof. The parties hereto revoke any prior oral or written agreement between themselves and hereby agree that this Agreement is the only and complete agreement regarding the subject hereof. 4 SIGNATURES CITY OF COLUMBIA I~IEIG MAYOR _ ~' CITY MANAGER ~ Dated: ~ ~f T. A ?v n SIRVICL:S May62009 cat7p,~Nv ,,,,,~~<<r~,,, .,~,rf HelixaCic*u Specialssts Kevin Kielb Bonestroo 2335 Highway 36 West St. Paul, MN 55113 Re: Proposal for Acquisition Services in Columbia Heights Pedestrian Bridge Replacement Central Avenue and 49tt' Dear Mr. Kielb: Evergreen Land Services Company (ELS) is pleased to submit the following proposal for our services on the above referenced project. It is our understanding that the project involves the construction of a new pedestrian bridge crossing Central Avenue (TH 65) just south of 49th Avenue in Columbia Heights. Two properties are affected, a Savers store at the southeast quadrant of the intersection and a Walgreens store at the southwest quadrant of the intersection. It is our understanding that the acquisition from the Walgreens store is a temporary easement but there may be issues of sight obstruction caused by the new bridge structure. The east side of the bridge has two options, a spiral option and a switchback option which have differing amounts of right of way and temporary easement needed for each option. Sight obstruction may also be an issue on the Savers acquisition. This proposal includes appraisal services, appraisal review services, title information, acquisition services, and attorney condemnation services. It is our understanding that the project is federally funded and must adhere to federal appraisal and acquisition requirements. ELS has worked on many federally funded projects and we are knowledgeable of the necessary appraisal and acquisition procedures required. It is also our understanding that an acquisition of one or two of the properties was previously initiated unsuccessfully. Often times when this happens it is advisable to start over with an impartial third party such as Evergreen Land Services. ELS can supply unbiased appraisals and also a third party negotiator in an attempt to resolve the problems. I.., Both federal and state regulations require that appraisals be prepared far all acquisitions. Although the acquisitions from the Savers and Walgreens properties appear to be fairly minor, the acquisitions are classified as "Partial Acquisitions or Partial Takings" because they involve only a portion of the Savers or Walgreens properties. Technically partial acquisitions are to be appraised in a "before and after" methodology in which the appraiser values the entire property (including buildings) "before" the acquisition, and then values the remaining property (including buildings) assuming that the acquisition has taken place (the "after" value}. The difference between the "before" value and the "after" value is the amount of damages to the property caused by the acquisition and is the amount of the offer to the property owner. Full "Before and After" appraisals are expensive due to the fact that the buildings are valued. Often times in minor acquisitions an abbreviated "before and after" land appraisal is prepared (without building value) when it is apparent that the building is not being affected by the acquisition. However if the acquisition has issues of sight obstruction or is likely to require condemnation, then it is best to obtain a full "before and after" appraisal. It is our understanding that the Savers property will likely require condemnation due to past history and thus it is recommended that a full "before and after" appraisal be completed on this acquisition. The Savers acquisition has two alternative layouts, the spiral option and the switchback option. This proposal assumes that the appraiser will need to complete full "before and after" appraisals on both options. However if the City decides which option to use prior to the first week in June, only one appraisal would be needed thus saving the City the $3,000 additional cast of the second appraisal. Since the Walgreens acquisition may involve issues of sight obstruction, it is advised that a full "before and after" appraisal also be initially ordered for this acquisition. However after meeting with the property owner and viewing the property and acquisition, we could have the appraiser give a recommendation on whether to prepare a full "before and after" appraisal including improvements or whether to prepare the Walgreens appraisal in an abbreviated format without building valuation. An abbreviated land appraisal rather than a full "before and after" value would save $3,500. Appraisals will conform to USPAP and Mn/DOT requirements. The appraiser will give the property owner the opportunity to accompany the appraiser on the appraisal inspection (as required in the Uniform Act). Appraiser _Our proposal utilizes the appraisal services of Dan Mueller, MAI, of Integra Realty Resources. Dan is an excellent appraiser with much experience in the appraisal of partial acquisitions and also much experience in testifying in condemnation hearings and trials. Dan is on Mn/DOT's prequalified appraiser list. Dan's Qualifications sheet is attached. Appraisal Costs -the cost for a full "before and after" appraisal of each of the two Savers acquisition options is $10,000 ($7,000 for first appraisal and $3,000 for second appraisal}. If only one option is appraised on the Savers acquisition, the appraisal cost is $7,000. The cost for a full "before and after" appraisal on the Walgreens property is $7,000. If an abbreviated "before and after" land appraisal can be prepared, the cost is $3,500. Review appraisals are required on acquisitions over $10,000. Since it is assumed that both the Savers acquisition and the Walgreens acquisitions will be aver $10,000, three review appraisals will be required (review of two Savers appraisals and one Walgreens appraisal). Review Appraiser -Our proposal utilizes the review appraisal services of George Eckenroth, SRPA, SR/WA, of Eckenroth Appraisal Service. George is a former appraiser and review appraiser with Mn/DOT who retired after 30 years of service. George's Qualifications Sheet is attached. Review Appraisal Costs -The cost for review appraisals on the two Savers fult "before and after" appraisals is $1,500 ($1,000 for the first review and $500 for the second review). The cost for review appraisal on a full "before and after" appraisal of the Walgreens acquisition is $1,000. Should an abbreviated "before and after" land appraisal of the Walgreens acquisition be completed, the cast for a review appraisal is $700. Evergreen Land Services will obtain "Ownership and Encumbrance° reports for the Savers property and the Walgreens property. These "O&E" reports wiN list the current owner and the name and type of any encumbrance of record on each property. These reports are necessary so that we are dealing with the actual owners of record, and also so that we know what mortgages, easements, etc must be dealt with in order to obtain clear title for the necessary acquisitions. ELS will order the "O8~E" reports from a title company or attorney. O8~E Costs -the cost for two "Ownership and Encumbrance" reports are estimated at $225 per report. Evergreen Land Services (ELS) will perform all acquisition services using ELS staff. ELS staff are licensed Minnesota Real Estate Salespersons (as required by law) who are experienced in the area of real estate negotiations. They are commissioned Notary Publics. All direct purchase activities will be conducted in accordance with the State's R/W Manual and the Uniform Relocation Assistance and Real Property Acquisition Act Regulations. The main acquisition tasks for this project are as follows: A. Initial Meeting between ELS and City - this meeting would introduce ELS personnel and City personnel that will be working on the project. In this meeting we should go over the acquisition process and decide such items as document formats, signing of offer Letter, mortgage release policy, etc. B. Landowner Questionnaire -ELS will send out a "questionnaire" to each landowner introducing ourselves and asking for pertinent data such as contact names, phone numbers, corporate status (for document preparation), confirmation of ownership, etc. A property owner acquisition brochure will be part of this mailing (as favored by Mn/DOT auditors}. C. Direct Purchase -ELS is to perform the direct purchase offers} and negotiations on both the Savers and Walgreens acquisition parcels. ELS will make the offer to the landowner(s) in person if passible, or via certified mailings if personal meetings are not possible. ELS will make personal contact with landowners} to sign conveyance documents or work with landowners} and City to resolve problems or issues. The direct purchase procedures are summarized as follows: + ELS will prepare two offer packages. that include the offer letter, copy of the appraisal, acquisition drawing and appraisal receipt. • ELS will obtain format approval ftom the City for conveyance documents and offer letters. + ELS will give each owner a copy of the appraisal report at the time of offer. • If owners accept offer, ELS will obtain signatures on conveyance documents. • If owners do not accept offer, ELS will keep lines of communication open with the property owners to discuss problems and solutions in an effort to obtain the property owner's signature(s) on the conveyance documents. • ELS will keep the City informed of acquisition process and obtain City approval for offers, solutions, and settlements. • ELS will prepare and deliver to the City a "Request for Payment" farm for payment of compensation to landowner(s) and all interested parties. • ELS will record conveyance documents (recording fee is City's cost) • ELS will prepare & send requests for "Partial Release of Mortgage" as directed by City. Gity is responsible for mortgage release processing fees. • ELS will provide the City with an "Acquisition Status Table" bi-weekly via email. • ELS will provide City with a list of unsigned owners and properties should it be necessary for the City to complete the acquisitions through the condemnation process. D. Last Written Offer -due to the new condemnation law and the 20% and 40% thresholds for payment of property owner's costs in condemnation, ELS and the City should review all acquisitions and negotiations and decide whether to send the owner a last written offer prior to condemnation. This last written offer may not be accepted by the owner, but it may alleviate the City's payment of the property owners attorney's fees and other professional fees that is allowed by the new condemnation law. Cost of Acquisition Services - the cost far ELS acquisition services is calculated by a not to exceed cost of $4,400 for both parcels. ELS invoices for actual time spent on acquisition services so it is possible that the actual charge far acquisition services could be less than that stated above. The stated acquisition cost is on a project basis based upon an estimated average cost per parcel. Should the acquisition(s) need to be acquired via eminent domain, Attorney James Hurd Anderson will provide the legal services necessary to obtain title and possession of the required land via the "Quick Take" procedure. His costs are summarized on the table below. It should be noted that the cost shown is an estimate of the legal costs involved in condemnation. Gosts can vary due to title issues, service issues, number of hearings, and whether the award is appealed to trial. :Estimated Costs for Quick Take Condemnation Legal Procedures_ . Legal - Gondemnation: assume 1 quick take condemnation = $ 9,405 A. Review Title & Prepare Petition and Notices = $ 2,000 B. Service of Notices to Property Owners (1 parcels @ $200/ea) _ $200 C. Publication of Notice (if needed) _ $ 800 D. Filing and Motion Fees = $305 E. Preparation for Necessity Hearing = $ 800 F. Attendance at Necessity Hearing = $ 800 G. Attendance at Swearing-In of Commissioners = $ 400 H. Viewing of One Parcels = $ 400 I. Preparation and Attendance of Commissioner Hearing $2500± per parcel depending an complexity = $ 2,500 J. Final Certificate and Miscellaneous = $ 1,200 6. Legal -Condemnation: assume 2 quick take condemnations = $ 13,005 A. Review Title & Prepare Petition and Notices = $ 2,500 B. Service of Notices to Property Owners (2parcels @ $200/ea) _ $400 C. Publication of Notice (if needed) _ $ 800 D. Filing and Motion Fees = $305 E. Preparation for Necessity Hearing = $ 800 F. Attendance at Necessity Hearing = $ 800 G. Attendance at Swearing-In of Commissioners = $ 400 H. Viewing of two Parcels = $ 800 I. Preparation and Attendance of Commissioner Hearings $2500 per parcel depending on complexity = $ 5,000 J. Final Certificate and Miscellaneous = $ 1,200 The following table lists the estimated cost of each service for several different appraisal options and for condemnation services of one or two parcels. EVERGREEN LAND SERVICES TOTAL ESTIMATED CCISTS Savers -Full B+A Appraisals on :Bath ` Options Walgreens - FuH B+A Appraisal Savers - Fui[ B+A Appraisals on Both Options Walgreens -Land Appraisal Only Savers -Full B+A Appraisal on C}ne Op#ion Wa{greens -:Full B+A Appraisal Savers - Fuli B+A Appraisal on flee C3ptians Walgreens -Land Appraisal Only Assuming One candemnat{an Parcel Appraisals $ 17,000 $ 13,500 $ 14,000 $ 10,500 Review $ 2,500 $ 2,200 $ 2,000 $ 1,700 Title $ 450 $ 450 $ 450 $ 450 Acquisition $ 4,400 $ 4,400 $ 4,400 $ 4,400 Condemnation $ 9,405 $ 9,405 $ 9,405 $ 9,405 Tota{ $ 33,755 $ 29,955 $ 30,255 $ 26,455 Assuming Two Condemnation Parcels Appraisals $ 17,000 $ 13,500 $ 14,000 $ 10,500 Review $ 2,500 $ 2,200 $ 2,000 $ 1,700 Title $ 450 $ 450 $ 450 $ 450 Acquisition $ 4,400 $ 4,400 $ 4,400 $ 4,400 Condemnation $ 13,005 $ 13,005 $ 13,005 $ 13,005 Total $ 37,355 $ 33,555 $ 33,855 $ 30,055 ELS wilt invoice for actual hours spent for acquisition (appraisals, review appraisals, and title reports are on a lump sum basis). Therefore it is possible that the cost of our acquisition services will be less than that shown above. ELS services will be invoiced as per the attached cast schedule and above table. Mileage is billed at the IRS rate of $0.55 per mile. We invoice twice a month, through the 15t'' and through the end of the month. We also include a Daily Work Report with our invoices. This Work Report lists our activities for each day worked on the project. ~- It is understood that title and possession of the necessary right of way and easements is required by November 15, 2009. Assuming the worst case scenario that one or both parcels will need to be acquired by quick take condemnation, the acquisition timetable is as follows: May 15, 2009 Appraiser gets acquisition info June 15, 2009 Appraisals completed & review started June 23, 2009 Appraisal Reviews Completed July 1, 2009 Offers to be made no later than August 1, 2009 Commence Quick Take November 1, 2009 Obtain Title & Possession (90 day quicktake} November 15, 2009 Title and Possession Required It is understood that the City will provide ELS the following: • Legal descriptions of the acquisitions. • Individual acquisition drawings. • Construction plans so as to answer questions of individual property owners. • Direction as to which acquisitions to obtain mortgage releases (if any}. • Checks for mortgage company service fees to obtain mortgage releases. • All necessary Purchase Agreements (if needed). • Recording fees far recording of conveyance documents. Projects such as this are complex and require that the right of way consultant, engineering consultant and City staff work together for a successful conclusion. We look forward to working as a team member with you on this project. Thank you far considering Evergreen Land Services for your acquisition needs. If you have any questions concerning this proposal, please call me at 651-882-0200. r-"°,, j,~ .-~,' ~. ___ ~°- . ~ _.._~ ,. Douglas K. Johnson, SRNVA Vice President and Appraisal Manager ----~..~.. ~~r CERTIFICATE OF INSURANCE H) S~f'~X Effective with UNDERWRITERS AT LLOYD'S, LONDON ~~.•JJ by Hiscox Inc. 357 Main Street Armonk, NY 10504 Please note that, except to such extent as may be provided otherwise, this Insurance is limited to those claims that are first made against the Insured and reported to underwriters during the Policy Period. Please see the insuring agreements and also please review this Insurance carefully and discuss the coverage provided by this Insurance with your insurance agent, broker, or representative. In accordance with the authorization granted to Hiscox Inc. under Contract No. B1234USE&008 by certain Underwriters at Lloyd's, London, whose names and the proportions underwritten by them can be ascertained by reference to the said Contract.. which bears the Seal of Lloyd's Policy Signing Office and is on file at the office of the said Agency and in consideration of the premium specified herein, the said Underwriters do hereby bind themselves, each for his own part and not one for another, their heirs, executors and administrators, to insure as follows in accordance with the terms and conditions contained or endorsed hereon. Broker No : US 0000010 ~ Professional Liability Brokers & Consultants Certificate No.. MPL1005645.08 -~ 175 E Hawthorn Pkwy Ste 310 Vernon Hills, Illinois 60061-1467 Renewal of: MPL1005645.07 Declaration Professional Liability Errors 8 Omissions Insurance (Claims made basis) 1 Named insured. 2. Address: 3 Named Insured's Profession 4.A. Limit of Liability: 4.B. 5 Deductible: 6 Notice of Claim to' 7 Policy period: 8 Retroactive Date: 10 Premium 11 Attachments: Evergreen Land Services Company 4131 Old Sibley Memorial Hwy Ste 201 Saint Paul, Minnesota 55122-1946 Refer to Endorsment (1) E2. ~a 1,000,000 Each Claim, including Damages, Claim Expenses and Supplementary Payments $ 2,000,000 in the aggregate for all Claims, including Damages, Claim Expenses and Supplementary Payments S 5,000 Each Claim, including Damages and Claim Expenses, but not Supplementary Payments Wilson, Elser, Moskowitz, Edelman and Dicker LLP, 150 East 42nd Street, New York, N.Y. 10017 Inception date: 08(2412008 Expiration date: 08/24!2009 Inception date shown shall be at 12:01 A.M (Standard Time) to Expiration date shown above at 12:01 AM. (Standard Time} at the address of the Named Insured. 08/24/2006 S 6,250.00 9. Date of Application: Processed Date. 108/0512008 108!27/2008 I (1) E2.1, (2) E6.2, (3) E 14.1, (4) E27.3, (5} E29.2, (6} E43.1, (7} E52.1, (8) E65.1, (9) E88.1, (10) E91.1, (11) E100.1, (12) E116 1, (13) E165.1, (14} E176.1, (15) E219.1, (16) E229.1, (17) E240.3, (18) E260.1 12 A Extension Period 12 Months ~ 12.B Extension Percentage: 75.00 % -~ The Certificate terms and conditions contained herein or endorsed hereon and such other provisions, agreements or conditions as may be endorsed hereon or added hereto are hereby incorporated in this Certificate. No representative of the Underwriters shall have power to waive or be deemed to have waived any provision or condition of this Certificate unless such waiver, if any. shall be written upon or attached hereto; nor shall any privilege or permission affecting the insurance under this Certificate exist or be claimed by the Insureds) unless so written or attached IN WITNESS WHEREOF this Certificate has been signed at Armonk, New York THIS INSURANCE IS ISSUED PURSUANT TO THE MINNESOTA SURPLUS LINES INSURANCE ACT THE INSURER IS AN ELIGIBLE SURPLUS LINES INSURER BUT ~`~~~ IS NOT OTHERWISE LICENSED BY THE STATE OF MINNESOTA IN CASE OF ~~~~-`~"'`•-~ ~. INSOLVENCY. PAYMENT OF CLAIMS IS NOT GUARANTEED Hiscox Inc ~ug.ll. 2009 8~29~M Evergreen Laid Serv 952-936-0862 No.3219 P• 2 ~'~ ~~~~ ~,~~ GER~`IF~I~A~'E ~~ lN~IJRANC~ ~/'"~`(~~ Effective with UNDERWR1TEFtS AT LLaYD'S, LONDON ~•+~•/ by HiscoX 1nC. 357 Main Stree# Armonk, NY 10504 Please note that, except to such extent as may b® provided otherwise, this Insurance is lirtlited to those claims that are first made against the Insured and reported to underwriters during th$ Poiicy Period. Please sal the insuring agreements and slag please review this Insurance carefully and discuss the coverage provided by this Cnsurance with your insurance agent, brotc®r, or representative. In accordance with the authorization granted to Hiscax Inc. under Contract No. 81234USE&408 by certain Underwriters a4 Lloyd's, Landon, whose names and the propor`uons underwritten by them can be ascertained by reference to the said Contract, which bears the Seal of Lloyd's Poiicy Signing Office and is on file at the office of the said agency and in consideration of the premium speGfled herein, the said Underwriters do hereby bind themselves, each for his own part and not one for anpther; their heirs, executors and administrators, tq insure as follows in accordance with the terms and conditions contained or endorsed heregn. Broker No.: US 0000010 ~ Professional t,iabiiity Brokers & Consultants Certificate Nq.: MPL1005645.08 175 E Hawthorn Pkwy Ste 310 -~- Vemon Hills, Illinois $0061-1A~67 Renewal af. MPL1005645.07 D~cl~r~tion Professional Liability Errata & Omissions Insurance (Claims made basis) 1. Named insured: 2. Address; 3. Named Insured's Profession: 4.A. Limit of Liability: 4.$. 5. Deductible: 6. Notice of Claim ta: 7. Poiicy pericd: Evergreen. Land Services Qgmpany 4131 Old Sibley Memorial Hwy Ste 201 Saint Paul, Minnesota 55122-1948 Refer to Endorsment (1) E2. $ 1,000«000 Each Claim, including Damages, Claim Expenses and Supplementary Payments $ 2,000,000 in the aggregate for all: Claims, including Damages, Claim Expenses and Supplementary Payments $ 5,000 Each Claim, including Damages and Claim Expenses, but not Supplementary Payments Wilson, Eller, Moskowitz, Edelman and dicker LLP, 150 East 42nd Street, New York, N,Y. 10017 Inception date: 08124!2008 Expiration date: 08/2402009 _~ Inception date spawn shat! be at 12:01 A,M. (Standard Time) to Expiratign date shown above at 12:01 AM. (Standard Tme} at the address of the Named Insured. 8. Retroactive pate: 08!2412006.., ~ 9, Date of Application: 08005/2008 i0. Premium: $ 6,250.00 Processed Date: 0802712008 11. Attachments: (i} E2,1, (2) E6.2, (3) E74.1, {4) E27.3, (5) E29.2, (6} E43.1, (7} E52.1, {$) E65.i, (9) E88,1, (10} E97.1, (11) !;100.1, (12) E116.1, (T3) E16S.1, (14) E176.1, (15) E21g.1, (iB) E229.1, (17} E240.3, (18) E260.1 72.A. Extension Period: 12 Monttis~~ 12.8. Extension Percentage: 75A0 % ~_~ The Certificate terms and conditions contained herein or endorsed hereon and such other provisions, agreements or conditions as may be endorsed hereon or added hereto are hereby incgrporated in this Certificate. No representative of the Undervvrfters shall have power to waive or be deemed to have waived any provision or condition of this Certificate unless such waiver, if any, shall be wrltisn upon ar attached hereto; nor shell any privilege or permission 8f€ei~ting the insurance under this Certificate exist or be claimed by the insureds) unless so written or attached, ' IN WITNESS WHEREOF this Certificate has been signed at Armonk, New Yark THIS 1N5URANCE IS 155UEp IaURSUQNT TO THE MINNESOTA SURPLUS L#NES INSURANCE ACT, THE INSURER 15 AN ELIGIBLE SURPLUS LINES INSURER BUT is NOT i~THi=RWISE LICENSE[ BY THE STATE ©F MINNESOTA. IN CASE bF iN5C7l.VENCY, PAYMENT OP CLAIMS 1S NOT GUARANTEED. Niseox Inc.