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HomeMy WebLinkAbout2017-164-E ES - Crisis Focus, LLC for AAR water shortage incident DocuSign Envelope ID:F37C9396-0BA8-4BCE-A313-6FEB3715CF18 [Departmental Use Only] TITLE AAR Water Shortage FY 16/17 NORTH CAROLINA CONSULTING SERVICES AGREEMENT UNDER $90,000 ORANGE COUNTY This Agreement, made and entered into this 28th day of April, 2017, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and Crisis Focus, LLC, (hereinafter, the "Consultant"). WITNESSETH: That the County and Consultant, for the consideration herein named, do hereby agree as follows: ARTICLE 1 SCOPE OF WORK 1.1 Scope of Work 1.1.1 This Services Agreement ("Agreement") is for professional consulting services to be rendered by Consultant to County with respect to (insert type of project)After Action Report - 2017 Water Crisis Response. 1.1.2 By executing this Agreement, the Consultant represents and agrees that Consultant is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. 1.1.3 Time is of the essence with respect to this Agreement. 1.1.4 The services to be performed under this Agreement consist of Basic Services, as described and designated in Article 3 hereof. Compensation to the Consultant for Basic Services under this Agreement shall be as set forth herein. ARTICLE 2 RESPONSIBILITIES OF THE CONSULTANT 2.1 Services to be Provided. The Consultant shall provide the County with all services required in Article 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. 2.2. Standard of Care 2.2.1 The Consultant shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Consultant practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Consultant is solely responsible for the professional quality, accuracy and timely completion and submission Revised 2/17 1 DocuSign Envelope ID:F37C9396-0BA8-4BCE-A313-6FEB3715CF18 of all reports, drawings, specifications, plans, documents and services (hereinafter "Deliverables") related to the Basic Services. 2.2.2 The Consultant shall be responsible for all errors or omissions, in the deliverables prepared by the Consultant. 2.2.3 The Consultant shall correct at no additional cost to the County any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in any Deliverables prepared by the Consultant. 2.2.4 The Consultant shall assure that all Deliverables prepared by it hereunder are in accordance with applicable laws, statutes, and that any necessary or appropriate applications for approvals are submitted to federal, state and local governments or agencies in a timely manner so as not to delay the Project. 2.2.5 The Consultant shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. 2.2.6 Any and all employees of the Consultant engaged by the Consultant in the performance of any work or services required of the Consultant under this Agreement, shall be considered employees or agents of the Consultant only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Consultant. 2.2.7 If activities related to the performance of this agreement require specific licenses, certifications, or related credentials Consultant represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. ARTICLE 3 BASIC SERVICES 3.1 Basic Services 3.1.1 The Consultant shall perform as Basic Services the work and services described herein and as described in Exhibit #1, which is attached and incorprated into this document and if written out herein. ARTICLE 4 DURATION OF SERVICES 4.1 Scheduling of Services 4.1.1 The Consultant shall schedule and perform its activities in a timely manner. Revised 2/17 2 DocuSign Envelope ID:F37C9396-0BA8-4BCE-A313-6FEB3715CF18 4.1.2 Should the County determine that the Consultant is behind the agreed upon schedule, it may require the Consultant to expedite and accelerate his efforts, including providing additional resources and working overtime, as necessary, to perform his services in accordance with the approved project schedule at no additional cost to the County. 4.1.3 The Commencement Date for the Consultant's Basic Services shall be May 12, 2017. ARTICLE 5 COMPENSATION 5.1 Compensation for Basic Services 5.1.1 Compensation for Basic Services shall include all compensation due the Consultant from the County for all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services is Nineteen Thousand and Five Hundred Dollars ($19,500). Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. ARTICLE 6 RESPONSIBILITIES OF THE COUNTY 6.1 Cooperation and Coordination 6.1.1 The County has designated Kirby Saunders to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 6.1.2 The County shall be solely responsible for determining whether Consultant as satisfactorily completed Tasks. It is agreed that County shall not unreasonably withhold its determination of satisfactory completion of any Task. In the event the amount of an invoice is disputed County may withhold payment until the dispute is resolved by the parties. County may also withhold payment on an invoice until the satisfactory completion of a Task by Consultant. ARTICLE 7 INSURANCE AND INDEMNITY 7.1 General Requirements 7.1.1 Consultant shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, Professional Liability Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here N/A (if no additional insurance required mark N/A as being not Revised 2/17 3 DocuSign Envelope ID:F37C9396-0BA8-4BCE-A313-6FEB3715CF18 applicable). Consultant shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 7.2 Indemnity 7.2.1 The Consultant agrees to indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Consultant except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Consultant to indemnify the County to the fullest extent permitted under North Carolina law. ARTICLE 8 AMENDMENTS TO THE AGREEMENT 8.1 Changes in Basic Services 8.1.1 Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Consultant. The Consultant shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. ARTICLE 9 TERMINATION 9.1 Termination for Convenience of the County 9.1.1 This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Consultant. 9.2 Other Termination 9.2.1 The Consultant may terminate this Agreement based upon the County's material breach of this Agreement; provided the County has not taken all reasonable actions to remedy the breach. The Consultant shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. 9.3 Compensation After Termination 9.3.1 In the event of termination, the Consultant shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Consultant. 9.3.2 Should this Agreement be terminated, the Consultant shall deliver to the County within seven (7) days, at no additional cost, all Deliverables including any electronic data or files relating to the Project. 9.4 Waiver Revised 2/17 4 DocuSign Envelope ID:F37C9396-0BA8-4BCE-A313-6FEB3715CF18 9.4.1 The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Consultant with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 9.5 Suspension 9.5.1 County may suspend the work at any time for County's convenience and without penalty to County upon three (3) days' notice to Consultant. Upon any suspension by County, Consultant shall discontinue the work and shall not resume the work until notified to proceed by County. ARTICLE 10 ADDITIONAL PROVISIONS 10.1 Relationship of Parties 10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor any employee of the Consultant shall be deemed an officer, employee or agent of the County. Consultant's personnel shall not be employees of, or have any contractual relationship with, the County. 10.2 Limitation and Assignment 10.2.1 The County and the Consultant each bind themselves, their successors, assigns, and legal representatives to the terms of this Agreement. Neither the County nor the Consultant shall assign or transfer its interest in this Agreement without the written consent of the other. 10.3 Governing Law 10.3.1 This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. Consultant shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit the definition of breach to discrimination. By executing this Agreement Consultant affirms that Consultant and any subcontractors of Consultant are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Consultant's breach of this Agreement. By executing this Agreement Consultant affirms Consultant is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Consultant certifies that Consultant has not been identified, and has not utilized the services of any agent or subcontractor, on the Iran divestment list created by the State Treasurer pursuant to G.S. 147- 86.58. Revised 2/17 5 DocuSign Envelope ID:F37C9396-0BA8-4BCE-A313-6FEB3715CF18 10.4 Dispute Resolution 10.4.1 Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. Under no circumstances shall any dispute be addressed through binding arbitration. 10.5 Extent of Agreement 10.5.1 This Agreement, together with the Request for Proposals together with attachments distributed by the County and the Consultant's submitted Proposal, all of which constitute the Contract Documents, represents the entire and integrated agreement between the County and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. In the event of a conflict among the terms of the Contract Documents, the priority of documents shall be This Agreement, the County's Request for Proposals, attachments to the County's Request for Proposals, the Consultant's Proposal. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. 10.6 Severability 10.6.1 If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. 10.7 Ownership of Deliverables 10.7.1 All Deliverables, together with all supporting materials, source documentation, data collected, field notes, and working drafts, developed in the performance of this Agreement shall become the property of the County and may be used on any other project without additional compensation to the Consultant. The use of the Deliverables by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. 10.8 Non-Appropriation 10.8.1 Consultant acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Consultant of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. Revised 2/17 6 DocuSign Envelope ID:F37C9396-0BA8-4BCE-A313-6FEB3715CF18 In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Consultant of such limitation or change in County's legal authority. 10.9 Notices and Signatures 10.9.1 This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 10.9.2 Any notice required by this Agreement shall be in writing and delivered by certified or registered mail,return receipt requested to the following: Orange County Consultant's Name &Address Attention: Kirby Saunders Crisis Focus, LLC P.O. Box 8181 3125 Kathleen Ave#160 Hillsborough,NC 27278 Greensboro, NC 27408 [SIGNATURE PAGE TO FOLLOW] Revised 2/17 7 DocuSign Envelope ID:F37C9396-0BA8-4BCE-A313-6FEB3715CF18 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. COUNTY: Orange County CONSULTANT: Crisis Focus, LLC r----DocuSigned by: ', I. DocuSigned by: . IM '�-0637994 755E477... A2C208313E4g€013D... County Manager Joseph Moore, Principal Printed Name and Title Revised 2/17 8 DocuSign Envelope ID:F37C9396-0BA8-4BCE-A313-6FEB3715CF18 uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuure 3125 Kathleen Ave#160 Greensboro, NC 27408 Phone: 336-345-3711 E Mail: salesC�crisisfocus.co Web: www.crisisfocus.com �������������������������������������������������������������������������������������������������������������������������������� ��� ���� ������ ��� ���������� ���� ���� ������ ���t FsiP',. 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(i 01.101 Viit“ Survey Design and Implementation inst..n„..1 ni e nt„(s) a n‹,1 distri bu...ute th,■,,,,,,,,Fro ,,,,,,,,,[,■,,,,,,,,(„,,,,taDfro ic a 1111 y bp the 114:,.‘c,,,,,,ly ,Sta114,,(?h(,)I13,J...?r G rou,...0 p„ "If""h,,,,,,,,,1 st..,',.alk,,E?holch,,,,,,Irs \Ali ILI Navf,,.? a 0„),nack,,,:?.t.E.NriTifir"ne,d tirne t(,,,,,u rnalke :,',..),n,),,, r",■,,,,,,N,„artariendeld (sharo,,,;.es 11,,),r (:.‘,,,1,,,,iits, t(). 4,,,,,p„...H.:,„",stior"r,',, behar",,,a sli.,urvey tinallization. („,„r"is,i,s, oonuaign Envelope ID:rn7Conoo-0aAo-4ocE+Aa13-6rEenr1scr1e oPii„bKi(“: S,u/n„rvey Thiy yurv�y.*iii be avaiiabi■ mn �he inbernet thnough pubUciy avaiiabie iin�m ElnId ym,,z iai media meyymges to enyure thevvide,stdimtribuition wtithin IDrange .(:raunty, The survey Vii ii h,;:,3ve int�i tilt,gentbranching andai1mwfmrlo:r"lieisFopcuytmc�te��1r-O]oo!ezindcustmmizequestimnof0cuyed on the Generai Pubbc and Business / Unduytryin Onange �ounty. Surveynn irIketin.ig ,;:!:.::tnd distribution will need to be (..00rdinated byStalk.ehoWera�en�iestm ensure the. widest distribution. A42,;..eoley Stalkelll“looUdeor SoL,loor'vey This survmywviii lb 15.:.'.` omnttm aLi aDmnc� st�kehoiders through an m-nnaiivvhieh vviLII„ ensure that the surveyisci4,...osmd tmytalk,mhmi��rs. mnLy ,.,:iind nVt open to the g�nmrai pubiie, The �gency !3tak.ehoidersur11m11myiiigm into ��ditimn.,:aLdet�iito ccniiectopme:.i'ic mimmentsth�twrentvveL[ �nd spe(:ificeiementsthatneedtmbeimprmYedontoenhancethemvera II„II„ neadin�S.5ofIDr�n0e County zund partneror�;',.,Iniza�imno, 11E:Uecto!d /YkpopoNaintedil Of'fici LkKSIL,111111SuS,:,:,:,:,',11:y This yurve�)„,,viii be yent eiected and ,i:':.,lppoiinted E„officiais thrmugh a persmnaii27.ed e-m,i:':11i vv.hich vviiiensune that thesun/eyi� cioyedmniytmeie(:te.dmndappminte.,:dmfficiais 3.ndno� �pentothe genenaipubbc. �urveyqueatimnyvviiifocuy ,c]nytrategicareayopfinnpnmvementa.nciareayvvhere themfficiaiythmughtthe response wentvveii. Prior toaurveydietributinn, Crisis 11""'"o�uyvy111,11, fac.iUtate a 114,icll‹offWebinarvvith stakA,,:.dhmideragency represent,;:.:Itives, a.nd �eymff:id:raisto r�vi�w the prmc.ese �nd gmaLs of the afteractior) pr�,1Ie( 7.... This webinarvviii discuss the process of data coiiectimn, Ikey timeiines, �nd neut steoas tm ensure transpanencythrough the r�pmrtin,,!g, process. After Action Conference 4ft�r the surveys ha,vre been eveivated and anai���d, �risiS. 0"5mC.11,...5 wSiL deve LC)p a Draft, �11:1mr��tton Reoc,',,rtfmr mt�11,(.■ hle)ider revdevv durin� the �fterAl.".",,ctimn Confm ■ence (./11..AC)1. Threugh a cmiiaborative ./NAC, yta��hoider� vv11iL CH S5,51,...51,'.5.1.3 areay fmrlmpravement for each capablUtydrm�uyofad in the .,11.1.\,fter �Ir.::timn IIRelpor�. St;i:1:104,eh�[ders w/iii th�n icentify i■ ad ,;:':.:IgenE,,,i�s in each ofthe areas forimprmvement ,;:':.,ind disc.uaa targettinneUneyfmr imprmvement impiement':a.tion. Crisis F�x,„uywiiit',:.:1114,,ethe diycuysimnyfrom �heAlfter4.E.tion olSmnferenlo„.ea.nd buiid them intDa („:mrrectimn A■ tion Pian / Unnprovemoant Pian oiy an anneuto the4fter��timn Report, DocuSign Envelope ID:Fa7Conoo-0BAu4BcEf\ 13-6FEB3715cF1e Document Delivery 0�sed mn the coiiabormtcm nnents, threedoo \miii be c,„m all piled and presented to the relriievi and momnm�nt. Thiawiii inciude the 4xtimn Re�oML „;:„:„lk Cmrrecti,ve �ction Pian / Umpro vem II t P n, mnd a StrategioSumm�ry mfshVrt zind imngtmrnn innPrmvmmnentmppmrtunitiesf*r juri�diction�i Le�dershi� repievv, Thm prmje„stmponsoravviiL receivecmpies of" all dmr..„um,c,ant„;:,.atimn tmthe' 4f ter me■ tinE,F,„ m�nutm� �i�n-�n �heets presentations, draft documento' ravv survey nesuitm, etc. Project~~j~~~~t ^ ~~s~~^ ^ ^n~t^~~^ ^s (2)nange Emergen Cy' Sen/1 C i that. as t.....he nnan„;:„,„tgerand f�c Ut�te m■ mmunic,;:„:„ktions with stillkohmiders, qu„.„■,tes estimatimns do notinc.„iuc11e printing, fspod forp�r�ici�ants and/mrfacility rentaLf‘■„„„rinstructimn. Thom4E, feesvvmuid need tm be addre�y�d yeparatei�, Unieoy othen��s� s��t�d, m�etin�y vviii occur via virtuiai tools such as GoTm/�ee�ing urVVebin�rs. terp��e�t�ward �nin�tiaime e vviiitall,„e betvveenthecmntractingaQencyand Crisis Foc.„uotofina.iP!!„E? a detaiied scope mfworlk, vvith projeE,,,t timelines, deUmerabiey, �nd e��ectatimny. DocuSign Envelope ID:F37C9396-0BA8-4BCE-A313-6FEB3715CF18 fivonivo9I InoW loon 0 ml Nor oo O00000 lO000po 000mo 11111111111111111111JJ111111111)111J1JJ1))J))1111111111J1J1101111J)11J1JJ1))J11JJ)J1)1)J111111J)A11J1)J1)))))11J9))1)1JJ))i)))JJ)J1IJI)J1))J11)i))1)1JJ)J)J)JJ)))1JJJJAIIIT)),)*P'i 1111111111111,1116000001 Estimated Project Timelines Event Tirrletirie Project Award TBD Kickoff Meeting - Key Stakeholders and Crisis Focus within 30 Days Survey Drafting - Crisis Focus within 15 days Survey Draft Review - Key Stakeholders 7 days Survey Finalized - Crisis Focus 5 days Kickoff Webinar for All Stakeholders within 7 days Survey Active (2 Weeks) 14 days Survey Analysis and AAR Drafting - Crisis Focus 30 days After Action Conference - All Stakeholders and Crisis Focus within 20 days AAR/ IP Drafting 15 days Stakeholder Review Period 15 days Document Finalization and Delivery Estimated 4 Months (1#bi H,greHli p$11,ie DocuSign Envelope ID:F37C9396-0BA8-4BCE-A313-6FEB3715CF18 '1110 IIIp ����1� p wuw �� ummuu,,,,,,,,,,,iiiiiiiiiiuiuuuuummuiiiiiiiiippppp°iiuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu w mm II Nor 1 VIII VIII IIIn oIIIII Moo f I 1 I i i I 1 QUOTE )""'�°°"°� Crisis Focus,LLC 11 ICI ����� 3125 Kathleen Ave#160 Greensboro,North Carolina 27408 United States CRISIS Focus, (336)446-9677 www.crisisfocus.com Orange County After Action Report Initial Planning Meeting Survey Design and Implementation After Action Document After Action Conference Project Total $19,500.00 post" sun Vey n"wu yrbpt���:�w�r°�. 'N 40'6 6 due with the si lb M 'u51∎' yu of the siraft of the A „, mug 0%d ue with he submission of the final &' orr.wr 'ruw"wCts. ur r s n15 lb,: rrrrr nts to in ti"ru:ir rovv Microsoft rosoft i" prd tilem°r7rui Adobe PDF diirr rrrnents will be Mansferr ri the con ractrr "g upon prii)i,iect corirhbl e ion. DocuSign Envelope ID:F37C9396-0BA8-4BCE-A313-6FEB3715CF18 Form W.9 Request for Taxpayer Give Form to the (Rev.December2014) Identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service 1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. Crisis Focus, LLC ni 2 Business name/disregarded entity name,if different from above °- 3 Check appropriate box for federal tax classification;check only one of the following seven boxes: 4 Exemptions(codes apply only to o ❑ Individual/sole proprietor or ❑ C Corporation ❑ S Corporation ❑ Partnership ❑Trust/estate certain entities,not individuals;see instructions on page 3): Sr e single-member LLC Q- o Exempt payee code(if any) 4...5 CI Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=partnership)• C `p 2 Note.For a single-member LLC that is disregarded,do not check LLC;check the appropriate box in the line above for Exemption from FATCA reporting • c the tax classification of the single-member owner. code(if any) c eta ['Other(see instructions)► (Applies to accounts maintained outside the U.S.) u5 Address(number,street,and apt.or suite no.) Requester's name and address(optional) a 3125 Kathleen Ave#160 • 6 City,state,and ZIP code • cn Greensboro, NC 27408 7 List account number(s)here(optional Part I Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number backup withholding.For individuals,this is generally your social security number(SSN).However,for a • resident alien,sole proprietor,or disregarded entity,see the Part I instructions on page 3.For other - - entities,it is your employer identification number(EIN).If you do not have a number,see How to get a TIN on page 3. or Note.If the account is in more than one name,see the instructions for line 1 and the chart on page 4 for Employer identification number guidelines on whose number to enter. 4 6 - 3 2 0 9 B 5 0 Part II Certification Under penalties of perjury,I certify that: 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2. I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3. I am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other •. - • idencts,you are not required to sign the certification,but you must provide your correct TIN.See the instructions on page Sign Signet �.. / U.S.pe 4 Dote 10. 7/4,/?o,5- Here General Instructions •Form 1098(home mortgage interest),1098-E(student loan interest),1098-T (tuition) Section references are to the Internal Revenue Code unless otherwise noted. •Form 1099-C(canceled debt) Future developments.Information about developments affecting Form W-9(such •Form 1099-A(acquisition or abandonment of secured property) as legislation enacted after we release it)is at www.irs.gavlfw9. Use Form W-9 only if you are a U.S.person(Incruding a resident alien),to Purpose of Form provide your correct TIN. An Individual or entity(Form W-9 requester)who is required to file an information If you do not return Form W-9 to the requester with a TIN,you might be subject return with the IRS must obtain your correct taxpayer identification number(TIN) to backup withholding.See What is backup withholding?on page 2. which may be your social security number(SSN),individual taxpayer identification By signing the filled-out form,you: number(ITIN),adoption taxpayer Identification number(ATIN),or employer 1.Certify that the TIN you are giving is correct(or you are waiting for a number identification number(EIN),to report on an information return the amount paid to to be issued), you,or other amount reportable on an information return.Examples of information returns include,but are not limited to,the following: 2.Certify that you are not subject to backup withholding,or •Form 1099-INT(interest earned or paid) 3.Claim exemption from backup withholding if you are a U.S.exempt payee.If •Form 1099-DIV(dividends,including those from stocks or mutual funds) applicable,you are also certifying that as a U.S.person,your allocable share of any partnership income from a U.S.trade or business is not subject to the •Form 1099-MISC(various types of income,prizes,awards,or gross proceeds) withholding tax on foreign partners'share of effectively connected income,and •Form 1099-B(stock or mutual fund sales and certain other transactions by 4.Certify that FATCA code(s)entered on this form(if any)indicating that you are brokers) exempt from the FATCA reporting,is correct.See What is FATCA reporting?on •Form 1099-S(proceeds from real estate transactions) page 2 for further information. •Form 1099-K(merchant card and third party network transactions) Cat.No.10231X Form W-9(Rev.12-2014) DocuSign Envelope ID:F37C9396-0BA8-4BCE-A313-6FEB3715CF18 MARSH & MCLENNAN AGENCY LLC/PHS PO BOX 29611 CHARLOTTE NC 28229 ORANGE COUNTY ATTN RISK MANAGEMENT PO BOX 8181 HILLSBOROUGH NC 27278 ACORD 25(2016/03) DocuSign Envelope ID:F37C9396-OBA8-4BCE-A313-6FEB3715CF18 AT DATE(MM/DD/YYY) CERTIFICATE OF LIABILITY INSURANCE R054 5/2/2017 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: MARSH & MCLENNAN AGENCY LLC/PHS (A/C,N No,Ext): (866) 467-8730 (n/C,No): (888) 443-6112 270718 P: (866) 467-8730 F: (888) 443-6112 ADDRIESS: PO BOX 29611 INSURER(S)AFFORDING COVERAGE NAIC# CHARLOTTE NC 28229 INSURERA: Sentinel Ins Co LTD 11000 INSURED INSURER B: INSURER C: CRISIS FOCUS, LLC INSURERD: 1103 FOXHAVEN DR INSURER E: GREENSBORO NC 27455 INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFT' POLICY EXP LIMITS LTR lA'STI WVD (MM/OD/Y17171) (%IM/llD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2, 000, 000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED $1000000 PREMISES(Ea occurrence) / / A X General Liab X 22 SBM UP3974 12/31/2016 12/31/2017 MED EXP(Any one person) $10, 000 PERSONAL&ADV INJURY $2, 000, 000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4 000, 000 POLICY PRO- X LOC PRODUCTS-COMP/OP AGG $4, 000, 000 JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $2000000 (Ea accident) / / ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED 22 SBM UP3974 12/31/2016 12/31/2017 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED x NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION S WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Those usual to the Insured' s Operations . ORANGE COUNTY, ITS OFFICERS, OFFICIAL AGENTS, AND EMPLOYEES ARE ADDITIONAL INSUREDS per the Business Liability Coverage Form SS0008 attached to this policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED ORANGE COUNTY BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. A T T N RISK MANAGEMENT AUTHORIZED REPRESENTATIVE PO BOX 8181 7z - 7z�� - HILLSBOROUGH, NC 27278 ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD