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11-050 Agreement, Flatley and AssociatesCUPERTINO CONSUL TANT SERVICES AGREEMENT BETWEEN THE CITY AND FLATLEY AND ASSOCIATES THIS AGREEMENT, dated E5 J 2·'-7 /I ( , is entered into by and between the City of Cupertino, a municipal Corporation ("City"), afui Joe Flatley and Associates ("Consultant"). RECITALS A. The City desires to contract for the provision of professional services for Building Plan Review and Consulting Services. B. Consultant's qualifications have been reviewed and accepted by the City. Consultant desires to perfonn such professional services under agreement with the City. NOW, THEREFORE, in consideration of the terms and conditions contained herein, the City and Consultant agree as follows: AGREEMENT 1. Services. Subject to the terms and conditions set forth in this Agreement ("Agreement"), Consultant shall provide the professional services as described in the attached Exhibit A 2. Payment. (a) Payment for Professional Services. Payments shall be made upon receipt of invoices. Invoices shall contain details regarding dates of work performed and shall be for amounts in accord with those set forth in the attached Exhibit B (b) Additional Services. Any additional services required beyond those set forth in this Agreement shall be performed only if mutually agreed to in writing by the City and Consultant. 3. Responsible Personnel. The professional services describediin this Agreement shall be performed by or under the supervision of a registered civil or structural engineer or licensed architect. Consultant shall assign only competent personnel to perfo1m services pursuant to this Agreement. In the event that the City, in its sole discretion, at any time during the te1m of this Agreement, desires the removal of any person or persons assigned by Consultant to perform services pursuant to this Agreement, Consultant shall remove any such person immediately upon receiving notice thereof from the City. Page 1of9 4. Facilities and Equipment. Consultant shall, at its sole cost and expense, furnish all facilities and equipment that may be required for furnishing services pursuant to the Agreement. 5. Subcontracting. Consultant shall not be permitted to subcontract any portion of this Agreement without the express written consent of the City. 6. Independent Contractor. Both parties understand that Consultant, its agents, employees and independent contractors are and shall at all times remain as to the City wholly independent contractors. Neither the City nor any of its officers or employees shall have any control over the manner by which the Consultant perfonns this Agreement and shall only dictate the results of the performance. Consultant shall not represent that Consultant or its agents, employees or independent contractors are agents or employees of the City. Except as the City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of the City in any Capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement, to bind the City to any obligation whatsoever. 7. Accounting Records. The Consultant agrees to maintain all records and other evidence pertaining to cost incurred and work performed hereunder, and shall make them available at the Consultant's office during the Agreement period and thereafter for period of three years from the date of receipt of final payment. 8. Ownership of Data. All data, maps, photographs, scanned documents, and other material collected or prepared under the Agreement shall become the property of the City. 9. Termination. City may tenninate this Agreement at any time for any reason upon fourteen (14) days written notice to the Consultant. Upon receipt of such notice and ifrequested to do so by the City, Consultant shall stop work at the stage directed by City and shall deliver all transmitted documents to the City. Consultant shall accept as full payment for services rendered to the date of termination a pro rata share of the total Agreement payment based on the portion of work actually performed. 10. Amendment. It is mutually understood and agreed that no alteration or variation of the terms of this Agreement, or any subcontract requiring the approval of the City shall be valid unless made in writing, signed by the parties hereto. 11. Non -Solicitation Clause. The Coifsultant warrants that he/she has not employed or retained any company or persons, other that a bona fide employees working solely for the consultant, or paid any fee, commission, percentage, brokerage fee, gifts or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the City Shall have the right to annul this Agreement without liability, or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage free, gift, or contingent fee. 12. Indemnification. Consultant shall indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers against any and all liability, claims, actions, causes Page 2 of9 of action or demands whatsoever against any of them, including an injury death of any persons or damage to property or other liability of any nature, to the extent arising out of or in any way connected with the negligent perfonnance of this Agreement. 13. Insurance. Consultant shall procure and maintain at its sole cost for the duration of this Agreement the following insurance: (a) Minimum Scope of Insurance. Coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001 ). (2) Insurance Services Office fonn number CA 0001 covering Automobile Liability, code 1 (any auto). (3) Workers' Compensation insurance as required by the Labor Code of the State of California and Employers Liability insurance (4) Errors and Omissions liability insurance appropriate to Consultant's profession. (b) Minimum Limits oflnsurance. Consultant shall maintain policy limits of no less than: (1) General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (2) Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. (3) Worker's Compensation and Employers Liability: Worker's Compensation limits as required by the Labor Code and Employers Liability limits of $1,000,000 per accident. (4) Errors and Omissions Liability: $1,000,000 per claim and annual aggregate (c) Deductibles and Self-Insured Retention. Any deductibles or self insured retention must be declared to and approved by th!City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City, its officer, officials, employees and volunteers; or Consultant shall procure a bond guaranteeing payment of losses and related investigation, claim administration and defense expenses. ( d) Other Insurance Provisions. The policies shall contain, or be endorsed to contain, the following provisions: (1) General Liability and Automobile Liability Coverage. a. The City, its officers, officials, employees, agents and volunteers are to be covered as insured as respects: liability arising out of activities perfom1ed by or on Page 3 of9 behalf of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. b. Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of Consultant's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. d. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (2) Worker's Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its officer, officials, employees and volunteers for losses arising from work performed by Consultant for the City. (3) All Coverage. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party except after thirty (3) days' prior written notice by mail has been given to the city. (e) Acceptability oflnsurers. Insurance is to be placed with insurers with a Best's rating of no less than A:VII (f) Verification of Coverage. Consultant shall furnish the City with certificates of insurance and with original endorsements effecting coverage required by thissection. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to re~uire complete certified copies of all required insurance policies, at any time. 14. Safety and Accidents. Consultant shall comply with all laws and industrial safety standards. If a death, serious personal injury or substantial property damage occurs in cmmection with the performance of this Agreement, Consultant shall immediately notify the City's Risk Manager by telephone. 15. Ownership of Documents. All documents of any type developed or obtained by Consultant in the performance of this Agreement shall be deemed to be the property of the City Page 4of9 16. Notice. Any notice to be given under this Agreement shall be given by enclosing the same in a sealed envelope, first-class postage prepaid and depositing the same in the United States mail, addressed to the party at the following address: CITY: CONSULTANT: City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Attention: ~~~~~~~~~~- Flatley and Associates 17. Assignment. This Agreement contemplates the personal services of Consultant and its employees and it is understood by both parties that a substantial inducement to City for entering into this Agreement was, and is, the professional reputation and competence of Consultant. Consultant shall not assign or otherwise transfer this Agreement or the rights or obligations hereunder without the prior written consent of the City. 18. Qualifications. Consultant represents that it and its employees are fully qualified to perfonn the services under this Agreement. Consultant represents and warrants to the City that Consultant has, and at all times during the performance of this Agreement shall maintain all licenses, permits, qualifications and approvals of any nature which are required for Consultant to practice Consultant's profession. 19. Time of Perfonnance. The time of perfonnance of the services under this Agreement is important to the City, and all time deadlines indentified in the Project Schedule shall be strictly construed. 20. Standard of Performance. Consultant shall perfonn all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices his profession. All products which Consultant delivers to City pursuant to this Agreement shall be prepared in a substantial, workmanlike manner, and conform to the standards of quality normally observed by a person practicing in Consultant's profession. The City shall be the sole judge as to whether the produf;t of the Consultant is satisfactory. 21. Prohibited Interest. No officer or employee of the City shall have any direct financial interest in this Agreement. This Agreement shall be voidable at the option of the City if this provision is violated. 22. Governing Law. California law shall govern this Agreement. Any action to enforce or interpret this Agreement shall be brought in a court of competent jurisdiction in Santa Clara County, California. Page 5 of9 23. Entire Agreement. This Agreement is the entire Agreement between the parties and supersedes all prior negotiations, representations, or agreements, whether written or oral. This Agreement may be amended only by written agreement signed by both parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the 31 51 day 0 f !'--\ °'='--'\ ' 2011. CONSULTANT ::£EJJ; £unu, ~ Title: pa..1.-..)C;lr~<v Tax ID: APPROVALS DE:MM~ Aarti Shrivastava: SIGNATURE CITY oJ CUPERTINO , ;J,,, _ By: &/A!vf ~/dfXJ!Jr l Print:" Albert Salvador Title: Building Official DATE 0!5'/3;j;J DATE 5/31 /!/ Page 6 of9 EXPENDITURE DISTRIBUTION Account Number: 110-7501-7014 EXHIBIT A May 21, 2011 Mr. Albert Salvador, PE CBO Building Official City of Cupertino 10300 Torre Avenue Cupertino CA 95014-3202 Regarding: Proposal for Professional Building Plan Review related and Consulting Services. Dear Albert: Flatley and Associates is pleased to provide you with this proposal for Professional Building Plan Review and Consulting Services for the City of Cupertino. These services include on-site and off-site plan review while providing superior customer service as expected by the jurisdiction. We will provide continual communication with City staff to ensure our review services exceed the City's expectations. A. SCOPE OF WORK NON-STRUCTURAL PLAN REVIEW • • • • • • Provide consistent and comprehensive plan reviews of projects submitted to the City in accordance with all State and Local adopted codes/ Incorporate all specific client preferences into each plan review . Provide comment letters which are consistent and comprehensive, grouped together by discipline, and refer to specific plan sheets and Code sections for ease of reference Provide comment letters in a written format and transmit them to the Building Official via FAX, email or U.S. mail. Upon plan review approval, provide approval letter, stamp all document "Approved" and return all documents to the City in accordance with their requirements Transport all plans and documents in person or via Fed-Ex or UPS overnight courier. MISCELLANEOUS CONSUL TING SERVICES • • Building Administration Design consultation PLAN REVIEW TURNAROUND TIMES We are committed to completing plan reviews as prompt or sooner than a jurisdiction's own internal schedule and work hard to accommodate any turnaround schedule desired by the jurisdiction. We proposed the following tiered turnaround times: SMALL & MEDIUM PROJECTS • • 10 Working Days: Initial plan reviews for new residential and small non- structural tenant improvements Rechecks: Completed within 5-7 Working Days . >. -r r ' < ;' ,c"< \< <t < _, ~ '< ;. 1 , ~~1¥1 'j~'1Mllfil~\li':Hlii:/P:11Ql'l~l~!'@J \~lo1~tis; @Z!\fK~JiJAND CA 94606 ph.408.466.3406 . ' ' ~ ; ' ' i LARGE PROJECTS 15 Working Days: Initial plan review for complex or high profile commercial or residential projects will be reviewed as expeditiously as possible. Typically, these projects will be checked within 15 Working Days. Rechecks: Completed within 5-7 Working Days. EXPEDITE REVIEW We are able to accommodate special project plan review needs, such as fast-track, multi-phased, or accelerated plan reviews. We establish specific turnaround goals and procedures with jurisdiction staff for these types of projects. B. OTHER TERMS AND CONDITIONS OF THE PROPOSAUAGREEMENT: Reference Attachments: Attachment A 11 Fee Schedule : · :~{~ . 1E r~tr&i~+,\l~Hc:·t-~1:w1n*;cc}}. ·~~r®1~tt'I. @Y,·~1;zs1~ AN o c A g 4 6 o 6 Ph. 4 o a. 4 6 6. 3 4 o 6 ' ~ ,, ' ~ ' -, ""' .. "" ~ '. "'•" 1 EXHIBITB ' .. • ' ~-~l ~ , ... ~ ~ ' -~ 1 l ··If~:. lJ[,.'JA\ '(j' U::·.~··_·:~/· .. ',.'.:~.,\'-.~1, .. ·@~ A S S 0 C I AT E S ATTACHMENT A-FEE SCHEDULE Flatley and Associates Design Collaborative . 2011 Fee Schedule The following fee schedule for contracts with the City of Cupertino during the calendar year of 2011 are as follows: Managing Principal, Owner $120 Project Manager I Architect $120 Project Coordinator I Job Captain $80 Project Administrator $50 Form W-9 Request for Taxpayer Give form to the (Rev. October 2007) Identification Number and Certification requester. Do not send to the IRS. Department of the Treasury Internal Revenue Service Name (as shown on your income tax return) i:-J .)OB -Fi-A-TLJ2;'7' Ql gi Business name, If different from above 0. F L~..;f:::;/ At!.ie:':;;OC.,,1~~~) c: A~O 0 Ql IJ) Check appropriate box: B Individual/Sole proprietor 0 Corporation 0 Partnership 0. g O Exempt ~:;:; ... 0 0 Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnershlp) .,. ______ . payee 0 2 0 Other (see instructions) .,. 1: 10 Address (number, street, and apt. or suite no.) Requester's name and address (optional) ·-c: .__ ll. 0 H: 0 City, state, and ZIP code j.tfrtlYp Ql Q. ~...:.1~0 CA, Cl) Ql List account number(s) here (optional) Ql Cf) •!.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 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. Social security number or Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer identification number number to enter. 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 bac_kup 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). 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 · uctions on page 4. Sign Here Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 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. Note. If 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 on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 -has not been received, a partnership is required to presume that a partner is a foreign person, and pay the 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 Stnd a'void withholding on your share of partnership income. The person who gives 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 is in the following cases: ',, • The U.S. owner of a disregarded entity and not the entity, Ca,t. No. 1Q231X Form W-9 (Rev. 10-2007) Form W-9 (Rev. 10-2007) • The U.S. grantor or other owner of a grantor trust and not the trust, and • The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 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 not subject to backup withholding, give the requester the appropriate completed Form W-8. What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% 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, 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 Part II instructions on page 3 for details), 3. The IRS tells the requester that you furnished an incorrect TIN, Page 2 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 the instructions below and the separate Instructions for the Requester of Form W-9. Also see Special rules for partnerships on page 1 . 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. 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 Name If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form. Sole proprietor. Enter your individual name as shown on your income tax return on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name" line. Limited liability company (LLC). Check the "Limited liability company" box only and enter the appropriate code for the tax classification ("D" for disregarded entity, "C" for corporation, "P" for partnership) in the space provided. For a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Regulations section 301. 7701-3, enter the owner's name on the "Name" line. Enter the LLC's name on the "Business name" line. For an LLC classified as a partnership or a corporation, enter the LLC's name on the "Name" line and any business, trade, or DBA name on the "Business name" line. Other entities. Enter your business name as shown on required federal tax documents on the "Name" line. 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 the "Business name" line. Note. You are requested to check the appropriate box for your status {individual/sole proprietor, corporation, etc.). Exempt Payee If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the "Exempt payee" box in the line following the business name, sign and date the form. Form W-9 (Rev. 10-2007) Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. The following payees are exempt from backup withholding: 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 possession of the United States, or any of their political subdivisions or instrumentalities, 4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or 5. An international organization or any of its agencies or instrumentalities. Other payees that may be exempt from backup withholding include: 6. A corporation, 7. A foreign central bank of issue, 8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States, 9. A futures commission merchant registered with the Commodity Futures Trading Commission, 1 O. A real estate investment trust, 11. An entity registered at all times during the tax year under the Investment Company Act of 1940, 12. A common trust fund operated by a bank under section 584(a), 13. A financial institution, 14. A middleman known in the investment community as a nominee or_ custodian, or 15. A trust exempt from tax under section 664 or described in section 4947. The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15. IF the payment is for ... Interest and dividend payments Broker transactions Barter exchange transactions and patronage dividends Payments over $600 required to be reported and direct sales over $5,000' THEN the payment is exempt for ... All exempt payees except for 9 Exempt payees 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker Exempt payees 1 through 5 Generally, exempt payees 1 through 7' 1See Form 1099-MISC, Miscellaneous Income, and its instructions. 2However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(1), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, and payments for services paid by a federal executive agency. Part I. Taxpayer Identification Number (TIN) Page 3 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 !TIN, 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. However, the IRS prefers that you use your SSN. If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), 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 the chart on page 4 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 Social Security Administration 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. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a TIN, 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 domestic 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 items 1, 4, and 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt payees, see Exempt Payee on page 2. Signature requirements. Complete the certification as indicated in 1 through 5 below. 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. Form W-9 (Rev. 10-2007) 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 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), 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: 1. Individual 2. Two or more individuals Goint account) 3. Custodian account of a minor (Uniform Gift to Minors Act) 4. 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 5. Sole proprietorship or disregarded entity owned by an individual For this type of account: 6. Disregarded entity not owned by an individual 7. A valid trust, estate, or pension trust 8. Corporate or LLC electing corporate status on Form 8832 9. Association, club, religious, charitable, educational, or other tax-exempt organization 10. Partnership or multi-member LLC 11. A broker or registered nominee 12. 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 Give name and SSN of: The individual The actual owner of the account or, if combined funds, the first individual on the account' The minor' The granter-trustee' The actual owner ' The owner' Give name and EIN of: The owner Legal entity' The corporation The organization The partnership The broker or nominee The public entity 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, ' Circle the minor's name and furnish the minor's SSN. I . You must show your individual name and you may also enter your business or "OBA" name on the second name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4 Lisi first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless tile legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1. 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. Privacy Act Notice Page 4 Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personal information such as your name, social security number (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. Call the IRS at 1-800-829-1040 if you think your identity has been used inappropriately for tax purposes. Victims of identity theft who are experiencing economic harm or a system 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. 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 personal property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.consumer.gov/idtheft or 1-877-IDTHEFT(438-4338). Visit the IRS website at www.irs.gov to learn more about identity theft and how to reduce your risk. Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax 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. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.