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2020-403-E Emergency Svc-Hagerty Consulting Inc COVID long term recovery
1 [Departmental Use Only] Title LTRG Planning -Hagerty FY 20-21 NORTH CAROLINA FEMA/CRS CONSULTING SERVICES AGREEMENT ORANGE COUNTY This Agreement, made and entered into this 6 day of July, 2020, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Hagerty Consulting, Inc., (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 “Long Term Disaster Recovery Planning Services.” 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 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 thes e services. Consultant is solely responsible for the professional quality, accuracy and timely completion and submission of all reports, drawings, specifications, plans, documents and services (hereinafter “Deliverables”) related to the Basic Services. DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 2 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 specified in the Consultant’s Proposal “Hagerty Consultant’s Disaster Recovery Planning Services (the “Proposal”) dated May 13, 2020, which is fully incorporated and integrated herein and Attached as Exhibit A. 3.1.2 The Basic Services will be performed by the Consultant in accordance with the following schedule: Task Milestone Date 1. Stakeholder Orientation Three (3) weeks after signing Agreement 2. Perform Impact Assessment a. Initial Scoping Call Two (2) weeks after signing agreement b. Preliminary draft Report Six (6) weeks after signing Agreement c. Stakeholder and Long Term Recovery Group Review Meeting Six (6) weeks after signing Agreement d. Final draft Assessment Ten (10) weeks after signing Agreement DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 3 3. Develop Recovery Framework a. Develop a preliminary outline of Recovery Framework Eight (8) weeks after signing Agreement b. Stakeholder and Long Term Recovery Group Review Meeting Eight (8) weeks after signing Agreement c. 1st Draft Plan – 50% Solution Week 12 – 16 after Signing Agreement d. 2nd Draft Plan – 75% Solution Week 16 – 20 after Signing Agreement e. 3rd Final Plan – Complete Solution Week 20 – 24 after Signing Agreement 4. Foundation for Financing Recovery a. Training Webinar TBD by Parties 5. Support for Enhanced Stakeholder Week 6-24 after Signing Agreement Engagement (See Exhibit A, Cost Proposal –Stakeholder Engagement) 3.1.3 Should County reasonably determine that Consultant has not met the Milestone Dates established in Section 3.1.2 of this Article, County shall notify Consultant of the failure to meet the Milestone Date. The County, at its discretion may provide the Consultant seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Consultant cures the Breach. In the alternative, upon Consultant’s failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Consultant or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule County may immediately terminate this Agreement in writing without penalty or incurring further obligation to Consultant. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. ARTICLE 4 DURATION OF SERVICES 4.1 Scheduling of Services 4.1.1 The Consultant shall schedule and perform his activities in a timely manner so as to meet the Milestone Dates listed in Article 3. 4.1.2 Should the County determine that the Consultant is behind 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 July 20, 2020. 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 satisfactorily (as determined by the County) performed pursuant to this Agreement except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services is One Hundred Seventy-Five thousand Dollars ($175,000). Payment for Basic Services shall become due and payable in direct proportion to DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 4 satisfactory services performed and work accomplished. Payments will be made as Project milestones as set out in Section 3.1.2 are achieved. PAYMENT TASK AMOUNT 1. Payment 1 Upon Execution of the Contract $10,000 2. Payment 2 Upon Completion of Final Impact Assessment $20,000 Report 3. Payment 3 Long-Term Recovery Framework 1st Draft Plan $45,000 4. Payment 4 Long Term Recovery Framework Final Plan $45,000 5. Payment 5 Completion of Training Event $ 5,000 6. Payment 6 Upon 50% completion of Stakeholder Engagement $25,000 7. Payment 7 Upon Completion of Stakeholder Engagement $25,000 TOTAL $175,000 5.1.2 Disputes. Should Consultant fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 5.1.3 Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Consultant unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. ARTICLE 6 RESPONSIBILITIES OF THE COUNTY 6.1 Cooperation and Coordination 6.1.1 The County has designated (Dinah Jeffries/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 associated with Milestone Dates. Upon County’s written determination to Consultant that a Task has been satisfactorily completed by its accompanying Milestone Date Consultant may submit an invoice for payment. 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 DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 5 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 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 To the extent authorized by North Carolina law the Consultant agrees, without limitation, 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. Termination of this Contract, under this Section, shall not form the basis of any claim for anticipated profits by either party. 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. DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 6 9.4 Waiver 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 C arolina. 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 identified, on the Iran divestment list created by the State Treasurer pursuant to G.S. 147-86.58 or the Israel boycott list created pursuant to G.S. 147-86.81. 10.3.2 Non-Discrimination. 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 the Orange County Living Wage Policy (both policies are 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 DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 7 Agreement without further obligation on the part of the County. This paragraph is not intended to limit the definition of breach to discrimination. 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. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 10.5 Extent of Agreement 10.5.1 This Agreement, together with the Consultant’s submitted Proposal entitled “Hagerty Consulting’s Disaster Recovery Planning Services,” dated May 13, 2020, 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, and 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. 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 DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 8 to continue its obligations under this Agreement, then this Agreement shall automatically te rminate 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 Hagerty Consulting, Inc. Attention: Dinah Jeffries Brad Grining, Chief Operating Officer P.O. Box 8181 1618 Orringon Avenue, Suite 201 Hillsborough, NC 27278 Evanston, IL 60201 10.10 Compliance w ith t he Contract Work Hours a nd Safety Standard Act. (See 29 C.F.R. §5.5) 10.10.1 Overtime requirements. No Consultant or sub-Contractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 10.10.2 Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of 29 C.F.R.§5.5 the Consultant and any sub- Contractor responsible therefor shall be liable for the unpaid wages. In addition, such Consultant and sub-Contractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of 29 C.F.R. §5.5, in the sum of $26 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of 29 C.F.R. §5.5. 10.10.3 Withholding for unpaid wages and liquidated damages. Orange County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Consultant or Contractor under any such contract or any other Federal contract with the same prime Consultant, or any other federally- assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Consultant, such sums as may be determined to be necessary to satisfy any liabilities of such Consultant or sub-Contractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of 29 C.F.R. §5.5. 10.10.4 Subcontracts. The Consultant or sub-Contractor shall insert in any subcontracts the DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 9 clauses set forth in paragraph (b)(1) through (4) of 29 C.F.R. §5.5 and also a clause requiring the sub-Contractor to include these clauses in any lower tier subcontracts. The prime Consultant shall be responsible for compliance by any sub-Contractor or lower tier sub-Contractor with the clauses set forth in paragraphs (b)(1) through (4) of 29 C.F.R. §5.5. 10.11 Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended). Consultants who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non- Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency. 10.12 Clean Air And Federal Water Pollution Control Act (Applicable only if the contract is more than $150,000) 10.12.1 Clean Air Act. a. The Consultant agrees to comply with all applicable standards, orders, or regulation issue pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. b. The Consultant agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. 10.12.2 Federal Water Pollution Control Act. a. The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. b. The Consultant agrees to report each violation to the (Emergency Management Director, Kirby Saunders), understands, and agrees that the (Kirby Saunders) will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. c. The Consultant agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. 10.13 Suspension And Debarment 10.13.1 This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the Consultant is required to verify that none of the Consultant’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 10 10.13.2 The Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. 10.13.3 This certification is a material representation of fact relied upon by Orange County. If it is later determined that the Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to Orange County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. 10.14.4 The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier 10.14 DHS Seal, Logo, and Flags. The Consultant shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. 10.15 Compliance with Federal Law, Regulations and Executive Orders. This is and acknowledgement that FEMA financial assistance will be used to fund all or a portion of the Agreement. The Consultant will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives.” 10.16. No Obligation by Federal Government. The Federal Government is not a party to this Agreement and is not subject to any obligations or liabilities to the non-Federal entity, Consultant, or any other party pertaining to any matter resulting from this Agreement. 10.17 Program Fraud and False or Fraudulent Statements or Related Acts. The Consultant acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Consultant’s actions pertaining to this Agreement. 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. ORANGE COUNTY: CONSULTANT: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Bradey R. Grining, Chief Operating Officer DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 11 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Hagerty Consulting, Inc. Party/Vendor Contact Person: Kayla Slater Contact Phone: 509-720- 4122 Party/Vendor Address: 1618 Orrington Ave, Suite 201 City Evanston State: IL Zip: 60201 Department: Emergency Services Amount: $175,000 Purpose: COVID19 Long Term Recovery Budget Code(s): 10750020- 630000-95020 Vendor # N?A (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date Approved by Board Yes No Agenda Date: 5/19/2020 This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to Sherri Ingersoll upon completion: singersoll@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 7/6/2020 7/6/2020 7/9/2020 7/10/2020 12 APPENDIX A, 44 C.F.R. PART 18 – CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Consultant, Hagerty Consultants, Inc., certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Consultant understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any. Signature of Consultant’s Authorized Official Bradley R. Grining, Chief Operating Officer Name and Title of Consultant’s Authorized Official Date DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 7/6/2020 June 24, 2020 Mr. Kirby Saunders Orange County Emergency Services 510 Meadowlands Dr. P.O. Box 8181 Hillsborough, NC 27278 Subject: Hagerty Consulting’s Disaster Recovery Planning Services Mr. Saunders, Hagerty Consulting, Inc. (Hagerty) is pleased to present you with this proposal of our services intended to help Orange County navigate long-term recovery from the Coronavirus Disease 2019 (COVID -19). We hope to partner with Orange County to determine a path forward that represents the needs of the whole community. OUR UNDERSTANDING We understand Orange County is seeking services that will help navigate the uncertainty of COVD-19 while enhancing the County’s social, economic, and institutional resilience in partnership with the County’s Long- Term Recovery Group. Additionally, Hagerty understands that the diversity of Orange County’s municipal partners warrants an increased focused on equitable engagement to develop and validate the Recovery Framework. With nearly two decades of experience in disaster recovery and planning, we would like to offer our support. OUR APPROACH To navigate the uncertainty of COVID-19, Hagerty can deliver three key services to the County: » Perform an Impact Assessment. » Develop a Recovery Framework. » Lay the Foundation for Financing Recovery. These services will be delivered over a period of six months, with the intent of helping the County prepare for an eventual slow-down of new COVID-19 cases and the “reopening” of the economy once social distancing measures are reduced. Exhibit A DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 Step 1: Impact Assessment To develop an understanding of the impact COVID-19 has had on Orange County, Hagerty will first perform an Impact Assessment. This report can be structured to align to an existing structure that the County uses to assess its performance, such as: Community Lifelines (as defined by the Federal Emergency Management Agency); Recovery Support Functions; or the framework of the County’s Economic Development strategy. To develop the Impact Assessment, Hagerty will host an initial scoping call, to present the proposed outline of the assessment, review data needs with the County, and determine how best to engage County staff to fulfil data requests while minimizing disruptions. This call will last no more than two hours and be facilitated using remote conferencing technology (e.g. Zoom). The purpose of the Impact Assessment will be to determine how COVID-19 is specifically impacting Orange County across three key areas: the economy, health and social services delivery, and diverse communities. Our research will be informed by: » Pre-disaster information and datasets (e.g., Census B ureau, Economic Development Administration, Small Business Administration data); » Disaster-related information about impacts provided by the County and its partners (e.g. revenue loss estimates); and » Input from the Orange County Long-Term Recovery Group. A preliminary draft of the Impact Assessment will be provided to the County within six weeks of initiating the project. Once the draft report is complete, Hagerty will facilitate a meeting to validate the findings with County stakeholders and members of the Long-Term Recovery Group. This meeting will be facilitated remotely, and a portion of the meeting will be dedicated to gathering feedback or recommendations on potential activities to be included in the Long-Term Recovery Framework. The final draft assessment will be submitted in week ten. The Impact Assessment will help the County develop a more formal understanding of the effects of COVID- 19 that can help inform decision-making and resource prioritization. By identifying and describing the ways in which the County was most impacted by COVID-19, the assessment will form the basis for the County’s strategy for long-term recovery. Step 2: Recovery Framework The crux of this initiative is the development of a Long-Term Recovery Framework for the County. The framework will provide a series of recommendations intended to help the County navigate immediate challenges and mitigate endemic issues likely to be exacerbated by COVID-19. The County’s Recovery Framework will: » Describe specific activities to be completed, along with timelines for completion. » Identify lead and partner entities. » Identify funding sources that can be leveraged to execute each activity. » Provide broad guidelines and recommendations for long-term recovery based on Hagerty’s experience in other communities (e.g., guiding principles). DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 » Aim to promote equitable outcomes for residents across the County. The County may need to prioritize stakeholder-identified activities to ensure that the Recovery Framework remains functional and is manageable to implement. To support this outcome, Hagerty can help the County develop a formula for prioritizing recovery activities that is intended to increase the transparency and objectivity of prioritizing finite resources (e.g. funding, personnel, time). Hagerty can help develop an objective, decision-making approach that incorporates up to ten criteria to determine which activities are of the highest priority to the County based on stakeholder input. A preliminary outline of the Recovery Framework will be developed and presented in week eight of the project. At that point, Hagerty will facilitate a remote meeting lasting no more than two hours, to present the framework outline to stakeholders and solicit their feedback. Feedback will be adjudicated and incorporated into the outline so that Hagerty can continue building out the draft plan. Hagerty will present three iterations of the document over the duration of the engagement (a period of roughly four months). The first draft will represent a 50% solution, the second 75%, and the third document will be complete product. Based on Hagerty’s preliminary understanding of the County’s needs and priorities, the Framework could be organized into the following categories: » Guiding Principles for Recovery; » Preservation of the Economy; » Restoration of the Healthcare Sector; and » Building Capacity for Recovery. Concepts and approaches that promote social equity will be embedded in each of these sections, rather than being organized under a single section of the document. Additionally, Hagerty will work closely with the Chapel Hill, Carrboro, and Orange County governments to maintain awareness of the 2020 North Carolina Governmental Alliance for Racial Equity (GARE) Cohort’s efforts to identify and reverse policies contributing to systemic racism. The value of this coordination would be: » Enhancing the planning team’s understanding of preexisting endemic issues in Orange County that are likely to be exacerbated as a result of COVID-19. » Using lessons from the GARE to mitigate adverse impacts to people of color through the activities described in the Recovery Framework. » Coordinating with the GARE, to the extent possible, to provide feedback or recommendations on the Recovery Framework to prevent conflict or discrepancies between parallel efforts. Committed to social equity in all work we do, Hagerty is excited about the opportunity to partner with Orange County to further promote these outcomes. Some examples of our previous efforts to promote social equity include: » Building a regional and local model of disaster recovery for the Portland Metropolitan Region that was centered around the concept of social equity, so that it is represented in considerations for multiple levels of government and for each of the region's Recovery Support Functions. DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 » Performing post-disaster impact assessments and facilitating focus groups aimed at better understanding the unique needs of vulnerable populations within their communities and working with them to build and validate recommendations to improve future experiences. » Promoting thoughtful and intentional engagement of under-represented communities/individuals in our planning documents and model these principles in Hagerty-led engagement processes (e.g., Hagerty was a consistent advocate for American Sign Language interpreters during a two-week long public engagement effort). » Raising concerns of systemic inequalities with clients and proposing solutions to address those challenges through economic and community development. » More specifically, completing shelter assessments for jurisdictions to ensure that their plans reflect best practices for accommodating access and functional needs and revising capacity estimates based on our findings. » Recommending a review of disaster recovery policies in coordination with university systems to identify policy amendments that could expedite recovery without risking the safety or security of disaster survivors. Part of this approach included monitoring the long-range impacts of the policy through that same partnership to ensure that vulnerable populations are not disproportionately impacted over time. Step 3: Lay the Foundation for Financing Recovery Shortly after the Final Draft Recovery Framework is submitted, Hagerty can facilitate a two-hour training event via remote webinar. The purpose of the webinar will be to build the County’s capacity to navigate recovery by: » Providing an overview of the major funding streams identified in the Long-Term Recovery Framework. » Offering a series of recommendations to help the County recover the funds to which it is entitled. » Describing common pitfalls of grant management and potential mitigation strategies, minimizing opportunities for de-obligation of funds. The webinar can be completed at any time during the period of performance, as long as Hagerty has advance notice to effectively prepare and execute the training. The final recording will be provided to the County upon completion of the event. Support for Enhanced Stakeholder Engagement Hagerty recognizes that in an environment that is rapidly changing due to COVID-19, timeliness is an important element of success for this engagement. Similarly, Hagerty understands the importance of engaging the Long-Term Recovery Group to provide input and help shape the Recovery Framework. Our experience indicates that the Long-Term Recovery Group would benefit from participating in a stakeholder orientation process prior to or shortly after project kickoff. Such a process would empower the stakeholders to more effectively contribute to the planning process within the agreed upon timeframe of the engagement and help mitigate the need for an extension of the planning timeline due to low turnout/engagement. Hagerty has included the cost of this orientation in the cost proposal that follows. DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 Above and beyond the stakeholder orientation, Hagerty believes there will be opportunities to bolster remote stakeholder participation in the planning process depending on the interest and capacity of Orange County to pursue these opportunities. Additionally, Hagerty views this engagement as an opportunity to launch a cohesive community engagement effort to support long-term recovery and resilience-building. It is important for both of these activities to reflect community values and vision, and these engagement tactics can provide a model and jumping off point for the County going forward. Hagerty can provide the following types of support to Orange County: » Enhance Online Presence o Analyze Existing County Recovery Website Hagerty will review the County’s existing recovery website and provide a series of recommendations to enhance the County’s “blue-skies” guidance on long-term recovery. o Create New Website About Planning Process Hagerty can create a public-facing website about long-term recovery and resilience that also speaks to the planning process and promotes public engagement. This option would include the cost of building and deploying virtual engagement activities through a website that Hagerty builds with input from the project sponsors. Additional costs (e.g. purchase of web domain) may be incurred, but the Project Manager will validate those costs with the project manager prior to authorization. Hagerty will aim to have the site running by week 10 of the project. o Social Media Support Hagerty would help develop content for social media to help facilitate stakeholder/public engagement and increase awareness of the Recovery planning website and the County’s long-term recovery and resilience goals. Hagerty will provide an engagement calendar and content, as well as any additional recommendations for implementation (e.g. paid advertising on social media). » Supplement Stakeholder Engagement o Developing and Analyzing Stakeholder Surveys Another approach to virtual public engagement that is popular is the use of online surveys. These tend to be time consuming for the analysis required once the results have been collected, rather than in time spent developing them. Hagerty could develop up to three surveys to help inform the Recovery Strategy and/or validate or inform the Impact Assessment. o Focus Group Meetings Hagerty recognizes it may be beneficial to engage the planning team in smaller, more intimate settings to get their feedback on the plan. Hagerty will organize up to 8 remote focus groups, which can be leveraged to support the development of the plan. Hagerty recognizes the challenges of working in a totally virtual environment and will remain flexible to the needs of the County. If additional stakeholder engagement support is required, these services can be expanded at any time to achieve the County’s engagement goals. DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 To execute these additional tasks, Hagerty will rely on our bench of subject matter experts (SMEs) to provide additional input into recommendations and execution of planning-related deliverables. Subject matter experts will be selected based on needs and may include: » Crisis Communication SME - Support the analysis of crisis communication strategies and materials. » Recovery SME - Support the analysis of recovery efforts, including needs assessments, recovery activities, and financial cost recovery activities. ASSUMPTIONS The following assumptions have informed Hagerty’s approach to this engagement. » Hagerty will facilitate virtual project kickoff and project closeout meetings with the project sponsors. » Hagerty will facilitate up to six virtual meetings with the Long-Term Recovery Group. » Unless the Optional Support for Stakeholder Engagement is selected (see above), Hagerty will not perform stakeholder engagement outside of the Orange County Long-Term Recovery Group. » Due to travel restrictions associated with COVID-19, Hagerty has not included direct costs for travel in the cost proposal element of this proposal. Hagerty believes that we can successfully execute this project remotely. » The quality of the Impact Assessment is dependent upon the quality of data that Hagerty can access from the County, or from the quality of input from Orange County personnel or the Long-Term Recovery Group. » Similarly, the long-term success of the Recovery Framework will be determined by how engaged the Long-Term Recovery Group is, and partially by the efforts taken by the County to reinforce the importance of this planning initiative. » Hagerty’s ability to execute this project within the proposed timeline is contingent upon timely responses and engagement of the Long-Term Recovery Group and County staff. Hagerty is willing to revisit any of these assumptions or any aspect of our cost proposal to identify an approach or solution that is scaled to the needs of Orange County. COST PROPOSAL – STEPS 1 THROUGH 3 The following provides an overview of Hagerty’s pricing associated with key steps and deliverables associated with the proposed scope of work. Hagerty is happy to provide additional information or revise our approach to meet the needs of the County. Project Step Key Deliverable Cost Impact Assessment Impact Assessment Report $30,000.00 Recovery Framework Long-Term Recovery Framework $90,000.00 Recovery Training Two-hour Training Event $5,000.00 Stakeholder Engagement Various Support $50,000.00 $175,000.00 DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 Should Orange County require any additional information, please do not hesitate to contact me. We greatly appreciate your consideration and are honored to be considered as a partner to the County. Sincerely, Katie Freeman Director of Operations, Hagerty Consulting, Inc. 1618 Orrington Avenue, Suite 201 Evanston, IL 60201 katie.freeman@hagertyconsulting.com 510-851-2664 (Mobile) DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 6/26/2020 Hays Companies Inc. 1200 North Mayfair Road Suite #100 Milwaukee WI 53226 Amy Vossekuil (414)443-0000 Hagerty Consulting, Inc. 1618 Orrington Ave, Suite 201 Evanston IL 60201 National Fire Insurance Co of Hartford 20478 Continental Insurance Company 35289 Valley Forge Insurance Company 20508 Certain Underwriters at Lloyds 20 A X X X X Y 6023741069 1/1/2020 1/1/2021 1,000,000 500,000 15,000 1,000,000 2,000,000 2,000,000 A X X X Y BUA 6023741055 1/1/2020 1/1/2021 1,000,000 B X X X 10,000 6023741072 1/1/2020 1/1/2021 2,000,000 2,000,000 C 6023741041 (AOS)1/1/2020 1/1/2021 6023741086 (CA) $1M X 500,000 500,000 500,000 D Professional W17828200601 1/1/2020 1/1/2021 Ea Claim/Aggregate $2,000,000 EW: FEMA/CRS Consulting Services Agreement County is additional insured and waiver of subrogation applies on above referenced policies where required by written contract. Orange County, North Carolina (County) PO BOX 8181 Attn:Dinah Jeffries Hillsborough, NC 27278 James Hays/FHALAS Y The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PER STATUTE OTH- ER E.L.EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes,describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS 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 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S)AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification a Go to www.irs.gov/FormW9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS.Print or type. See Specific Instructions on page 3.1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. Individual/sole proprietor or single-member LLC C Corporation S Corporation Partnership Trust/estate Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) a Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. Other (see instructions) a 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions. 6 City, state, and ZIP code Requester’s name and address (optional) 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 backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Social security number –– or Employer identification number – 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 than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Here Signature of U.S. person a Date a General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018) cured property,yyyyyyyyyyyyyyyyyyyyyy cancellation of d you area not r rrrrrrrrrrrrrrrrrrrrequeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeired to sign the Hagerty Consulting, Inc. ✔ 1618 Orrington Avenue, Suite 201 Evanston, IL 60201 37 1431085 March 1, 2020 DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 Form W-9 (Rev. 10-2018)Page 2 By signing the filled-out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If 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 withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the instructions for Part II for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships, earlier. What is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 Form W-9 (Rev. 10-2018)Page 3 Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application. b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2. c. Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2. e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3. IF the entity/person on line 1 is a(n) . . . THEN check the box for . . . • Corporation Corporation • Individual • Sole proprietorship, or • Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes. Individual/sole proprietor or single- member LLC • LLC treated as a partnership for U.S. federal tax purposes, • LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or • LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes. Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation) • Partnership Partnership • Trust/estate Trust/estate Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2—The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities 5—A corporation 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession 7—A futures commission merchant registered with the Commodity Futures Trading Commission 8—A real estate investment trust 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11—A financial institution 12—A middleman known in the investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described in section 4947 DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 Form W-9 (Rev. 10-2018)Page 4 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for . . .THEN the payment is exempt for . . . Interest and dividend payments All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and patronage dividends Exempt payees 1 through 4 Payments over $600 required to be reported and direct sales over $5,0001 Generally, exempt payees 1 through 52 Payments made in settlement of payment card or third party network transactions Exempt payees 1 through 4 1 See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i) E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i) F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G—A real estate investment trust H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I—A common trust fund as defined in section 584(a) J—A bank as defined in section 581 K—A broker L—A trust exempt from tax under section 664 or described in section 4947(a)(1) M—A tax exempt trust under a section 403(b) plan or section 457(g) plan Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 Form W-9 (Rev. 10-2018)Page 5 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account:Give name and SSN of: 1. Individual The individual 2. Two or more individuals (joint account) other than an account maintained by an FFI The actual owner of the account or, if combined funds, the first individual on the account1 3. Two or more U.S. persons (joint account maintained by an FFI) Each holder of the account 4. Custodial account of a minor (Uniform Gift to Minors Act) The minor2 5. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law The grantor-trustee1 The actual owner1 6. Sole proprietorship or disregarded entity owned by an individual The owner3 7. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A)) The grantor* For this type of account:Give name and EIN of: 8. Disregarded entity not owned by an individual The owner 9. A valid trust, estate, or pension trust Legal entity4 10. Corporation or LLC electing corporate status on Form 8832 or Form 2553 The corporation 11. Association, club, religious, charitable, educational, or other tax- exempt organization The organization 12. Partnership or multi-member LLC The partnership 13. A broker or registered nominee The broker or nominee For this type of account:Give name and EIN of: 14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments The public entity 15. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B)) The trust 1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. 2 Circle the minor’s name and furnish the minor’s SSN. 3 You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier. *Note: The grantor also must provide a Form W-9 to trustee of trust. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records From Identity Theft Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8 Form W-9 (Rev. 10-2018)Page 6 The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027. Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information. DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8