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15-188 Integral Group Inc., consultant services McClellan Ranch Environmental Education Center MEP system training, operations & maintenance manual preparation.pdf
AGREEMENT BETWEEN THE CITYOF CUPERTINO AND INTEGRAL GROUP, INC. FOR CONSULTANT SERVICES FOR MCCLELLAN RANCH ENVRIONMENTAL EDUCATION CENTER MEP SYSTEM TRAINING AND OPERATION & MAINTENANCE MANUAL PREPRATION THIS AGREEMENT, for reference dated October 29, 2015, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and Integral Group, Inc., a California corporation, whose address is 42713th Street, Oakland, CA 94612 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for providing training and operation and maintenance manual for the McClellan Ranch Environmental Education Center MEP system upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on the date this agreement is executed and shall terminate on December 15, 2015, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A". titled "Scope of Services" which is attached hereto and incorporated herein by this reference. 3. SCHEDULE OF PERFORMANCE: The Services of Consultant are to be completed according to the schedule set out in Exhibit B, titled "Schedule of Performance ", which is attached hereto and incorporated herein by this reference. Page 1 oflO City of Cupertino Integral Group Agreement For EEC Training and O&M Manual 4. COMPENSATION TO CONSULTANT: The maximum compensation to be paid to Consultant under this agreement shall not exceed EIGHT THOUSAND EIGHT HUNDRED FIFTY DOLLARS ($ 8,850). The rate of payment is set ·out in Exhibit C, titled "Compensation", which is attached hereto and incorporated herein. Consultant shall furnish to City a detailed statement of the work performed for compensation during the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of each phase, clearly stating as a minimum the total Contract amount, amount paid to date, percent complete and amount due. 5. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 6. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 7. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the . control of Consultant, except to the extent they are limited by statute, rule or regulation and the express ~ terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation pfans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer- employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 9. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. Page2 of10 City of Cupertino Integral Group Agreement For EEC Training and O&M Manual 10. PROJECT COORDINATION CITY: Director of Public Works shall be representative of City for all purposes under this Agreement. Carmen Lynaugh, Public Works Project Manager, is hereby designated as the Director of Public Works' designee and Project Manager, and shall supervise the progress and execution of this Agreement. CONSULTANT: Consultant shall assign a single Consultant Project Manager to have overall responsibility for the progress and execution of this Agreement for Consultant. Should circumstances or conditions subsequent to the execution of the Agreement require a substitute Consultant Project Manager for any reason, the Consultant Project Manager designee shall be subject to the prior written acceptance and approval of the City Project Manager. The designated Consultant Project Manager shall be Isaac Chambers, PE, CCP. 11. HOLD HARMLESS: A. Indemnity Obligations Subject to Civil Code Section 2782.8. 1. Where the law establishes a standard of care for Consultant's professional services, and to the extent the Consultant breaches or fails to meet such established standard of care, or is alleged to have breached or failed to meet such standard of care, Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. 2. Notwithstanding the foregoing, the Consultant has no duty to provide or to pay for an up-front defense against unproven claims or allegations, but shall pay or reimburse the City for its reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation to the extent caused by the negligence, recklessness, or willful misconduct of Consultant or its employees, officers, officials, agents or independent contractors. However, the Consultant shall provide its immediate and active cooperation and assistance to the City, at no additional cost to the City, in analyzing, defending, and resolving such claims. B. Claims for Other Liability. , For all liabilities other than those included within paragraph A. above, Consultant shall, to the fullest extent allowed by law, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers against any and all liability, claims, actions, causes of action or demands whatsoever from and against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, Page 3 oflO City of Cupertino Integral Group Agreement For EEC Training and O&M Manual expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. C. Claims involving intellectual property. In addition to the obligations set forth in (A) and (B) above, Consultant shall indemnify, defend, and hold the City, its elected and appointed officers, employees, and volunteers, harmless from and against any Claim in which a violation of intellectual property rights, including but not limited to copyright or patent rights, is alleged that arises out of, pertains to, or relates to Consultant's negligence, recklessness or willful misconduct under this Agreement. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. 12. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, effective dates and dates of expiration of insurance coverage in compliance with paragraph 12A, B, C, D and E. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino, Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and authorized to do insurance business in the State of California. Endorsements naming the City as additional insured in relation to the commercial general liability and commercial automobile liability policies shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: City of Cupe1tino (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate -all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Commercial automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each accident Page 4 oflO Integral Group Agreement For EEC Training and O&M Manual (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000 per claim and in the aggregate. B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide commercial general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing commercial general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the 'costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any worker's compensation and professional liability insurance, required by this Agreement. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 13. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 14. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in Page 5 oflO City of Cupertino Integral Group Agreement For EEC Training and O&M Manual changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation. 15. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors'whose names are included in this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 16. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain duringthe term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 17. OWNERSHIP OF WORK: A. Any interest (including copyright interests) of Consultant and its subconsultants in each and every study, document, report, draft, memoranda, work product, map, record, plan, drawing, specification and other deliverable, in any medium prepared or created by Consultant or its subconsultants pursuant to or in connection with this Agreement, shall be the exclusive property of City. To the extent permitted by Title 17 of U.S. Code, all work product prepared or created under this Agreement shall be deemed works for hire and all copyrights in such works shall be the property of City. In the event that it is ever determined that any works prepared or created by Consultant or any subconsultant under this Agreement are not works for hire under U.S. law, Consultant hereby assigns to City all copyrights to such works when and as created. With Owner's prior written approval, Consultant may retain and use copies of such works for reference and as documentation of its experience and capabilities and in its promotional materials. With respect to Consultant's standard details, Consultant may retain the copyright, but grants to City a perpetual non-exclusive license to use such details in connection with the Project. B. Without limiting any other City right to any of the works prepared or created by Consultant or its subconsultants, all works may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or (4) Other City projects as appropriate. C. Any City reuse of works shall be subject to California Business and Professions Code Sections 5536.25, 6735, 6735.3 or 6735.4, if and to the extent applicable. Any City reuse of works for any purpose other than those in B(l) through B(3) above, and any modifications to any of the works, shall be at City's sole risk and expense. D. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. E. All written work required to be provided by this Agreement (other than large-scale architectural plans and similar items) shall be printed on recycled paper and shall be copied on both sides of the paper except for one original, which shall be single sided. Page 6 oflO City of Cupertino Integral Group Agreement For EEC Training and O&M Manual F. No work, information or other data given to or prepared created or assembled by Consultant or any of its subconsultants pursuant to this Agreement, shall be made available to any individual or organization by Consultant or any subconsultant without prior approval by City. G. Electronic and hard copies of Consultant's work product shall constitute the Project deliverables. Plans shall be in CAD and PDF formats, and other documents shall be in Microsoft Word and PDF formats. 18. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts there from as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 19. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Carmen Lynaugh, Public Works Project Manager carmenl@cupertino.org All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Integral Group, Inc. 427 13th Street Oakland, CA 94612 Attention: Isaac Chambers, PE, CCP ichambers@integralgroup.com City of Cupertino Integral Group Agreement For EEC Training and O&M Manual Page 7 oflO 20. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such· default is not cured within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termin~tion of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. In the event of termination, Consultant shall deliver to City, copies of all reports, documents, and other work performed by Consultant under this Agreement. 21. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. 22. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. 23. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 24. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 25. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 26. GIFTS: A. Consultant is familiar with City's prohibition against the acceptance of any gift by a City officer or designated employee, which prohibition is found in City Administrative Procedures. B. Consultant agrees not to offer any City officer or designated employee any gift prohibited by the Page 8 of10 City of Cupertino Integral Group Agreement For EEC Training and O&M Manual Administrative Procedures. C. The offer or giving of any prohibited gift shall constitute a material breach of this Agreement by Consultant. In addition to any other remedies, City may have in law or equity, City may terminate this Agreement for such breach as provided in Section 19 of this Agreement. 27. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 28. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. Page 9 oflO City of Cupertino Integral Group Agreement For EEC Training and O&M Manual P.O. No.: ~o 2 0 f 6 -t<_,')7 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT Title '-Pf211\.f CI pA L Date IL 3, / 5" CITY OF CUPERTINO A Municipal Corporation Date \\ [cG,{1 ~ f Tax I.D. No.: q lJ -3'3 °1 j ~(i1 427 13TH Street Oakland, CA 94612 City of Cupertino Integral Group Agreement For EEC Training and O&M Manual APaQ]~ ~Korade, City Attorney ATTEST: G/'d~ff Grace Schmidt, City Clerk /I ·-f&-{ ,) Contract Amount: $8,850 Account No.: 100-82-806-700-702 Page 10 oflO EXHIBIT A SCOPE OF SERVICES CONSUL TANT shall provide training and Operation & Maintenance Manual for the McClellan Ranch Environmental Education Center MEP system as detailed in the following sections. SECTIONl. GENERAL A. General PROJECT Description: Integral Group, Inc., shall provide training and Operation & Maintenance Manual for the McClellan Ranch Environmental Education Center MEP system. B. General Performance Requirements: 1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. CONSULTANT shall receive final direction from the CITY's Director of Public Works or his/her authorized designee (hereinafter collectively "CITY") only. The CITY shall resolve any conflicting direction from other groups, departments or agei;i-cies. 3. CONSULTANT shall coordinate this scope of services with the CITY as well as with other CITY consultants and contractors, as needed or as directed by the CITY. CONSULTANT shall schedule meeting and prepare meeting agendas and minutes for all PROJECT meetings during the design phase under the scope of work. All minutes of meetings are due to the CITY within five (5) working days after the meeting. CONSULTANT shall provide copies of such documentation to the CITY, and as directed by the CITY, to other appropriate agencies and entities. CONSULTANT shall coordinate all responses to comments through the CITY. 4. CONSULTANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY. The team members shall include Deborah Ellis as CONSULTANT' s Principal-in- charge for the duration of the PROJECT. CONSULTANT shall not substitute any team members without the prior approval of the CITY. 5. CONSULTANT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule for the performance included in EXHIBIT B, may be adjusted by mutual agreement. City of Cupertino McClellan Ranch EEC Training and O&M Manual Consultant: Integral Group, Inc. Exhibits A, B & C · Pagel of 8 6. CONSUL TANT shall manage its SUBCONSULTANTS, if any, and administer the PROJECT. CONSULTANT shall consult with the CITY, research applicable design criteria, and communicate with members of the PROJECT team. SECTION 2. TASK TASK1. Integral will provide a customized training process that shall be a hands on and informative session operating the radiant systems at the Environmental Educational Center (EEC) at the McClellan Ranch located in Cupertino, CA. The intent is achieve the following working knowledge for the City of Cupertino's operating staff: • Background on radiant technology and concept in its use. • Overview and introduction to the systems employed at the EEC. • Provide guidance on the temperatures and set points for the radiant cooling and heating systems. • Provide troubleshooting guidance for various operating scenarios. • Instruct the facility maintenance personnel and occupants on operation of the radiant floor in conjunction with the VRF and heat pump systems. The training will be a four hour session schedule at the convenience of the City of Cupertino. Integral group will gather the Operations and Maintenance Data for the radiant, hydronic heat pump and VRF units and organize a facility operating manual. This will be provided electronically to the City of Cupertino in preparation for the on-site session above. The manual will include the following information: • O+M Manuals for the systems described above • Recommended Operating Set Points and Sequence of Operations o Scenarios of required changes to set points o Daily procedures o Monthly/Quarterly procedures • Troubleshooting of common problems City of Cupertino Exhibits A, B & C McClellan Ranch EEC Training and O&M Manual Consultant: Integral Group, Inc. Page2 of 8 • Routine Maintenance required for the system • City shall organize and coordinate onsite schedule with its facilities and maintenance personnel. • The City shall provide an overhead projector for a Power Point presentation. • All documentation will be provided in electronic format. Systems to be covered in technical session: • Radiant heating and cooling systems and its associated controls • Heat pump control for radiant floor hydronic pumping system • VRF fan coils in main meeting room. ADDITIONAL SERVICES Consultant Services beyond the work in this task may be provided by CONSULTANT as Additional Services only if such Additional Services are authorized in writing by the CITY in advance. An Additional services amount of ZERO DOLLARS ($ 0) is made a part of this agreement. Additional services may be paid for as a negotiated maximum not to exceed amount or by a time and materials cost accounting with a maximum not to exceed. City of Cupertino McClellan Ranch EEC Training and O&M Manual Consultant: Integral Group, Inc. Exhibits A, B & C Page 3 of 8 EXHIBITB SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by December 15, 2015. The following sets forth the distribution of CONSULTANT' s Schedule of Performance for each project. The CITY may approve in writing the extension of any milestone date set in this Exhibit. Task #1: City of Cupertino McClellan Ranch EEC Training and O&M Manual Consultant: Integral Group, Inc. Start work within 1 week after signing the agreement Exhibits A, B & C Page 4 of 8 A. Maximum Compensation. EXHIBITC COMPENSATION The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT, including both payment for professional services, additional services and reimbursable expenses, shall not exceed EIGHT THOUSAND EIGHT HUNDRED FIFTY DOLLARS ($8,850). CONSULTANT agrees that it shall perform all of the services set forth in Exhibit A of this AGREEMENT, except for additional services required pursuant to Section 2, TASK and inclusive of reimbursable expenses, for the maximum not to exceed amount of EIGHT THOUSAND EIGHT HUNDRED FIFTY DOLLARS ($8,850). ). The maximum amount of Additional Services are authorized under Section G of this EXHIBIT C is ZERO DOLLARS ($ 0). B. Method of Payment For Task No. 1 CONSULTANT shall, during the term of this AGREEMENT, invoice the CITY monthly based upon actual time and materials for the task set forth below in the Payment Schedule (Schedule D below) for services performed, and reimbursable expenses incurred if applicable, in completing that task under this AGREEMENT. (Hereinafter "Invoice.") Provided CONSULTANT has completed the services and incurred the reimbursable expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as determined by the CITY, the CITY shall pay CONSULTANT the amount shown on the Invoice within thirty (30) working days 'of receipt of the Invoice. The Invoice shall be based on actual time and materials, and it shall describe the topics and tasks completed during the Invoice period in accordance with the Budget Schedule and Payment Schedule set forth below. The Invoice shall list work completed and reimbursable expenses if applicable, in accordance with the Budget Schedule and Payment Schedule set forth below. CONSULTANT also shall include supporting documents for any reimbursable expenses. The Invoice shall also show the total to be paid for the Invoice period. City of Cupertino McClellan Ranch EEC Training and O&M Manual Consultant: Integral Group, Inc. Exhibits A, B & C Page 5 of 8 C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Description Task #1: TOTAL Task Compensation $ 8,850 $0 $ 8,850 CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior written authorization from the CITY. The CITY may approve in writing the transfer of budget amounts between any of the Task listed above provided the total AGREEMENT amount does not exceed EIGHT THOUSAND EIGHT HUNDRED FIFTY DOLLARS ($8,850). City of Cupertino McClellan Ranch EEC Training and O&M Manual Consultant: Integral Group, Inc. Exhibits A, B & C Page 6 of 8 D. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: TASK Task #1 Additional Services E. Subconsultant Services. COMPENSATION PAID Not to exceed amount Paid Pursuant to Subsection G below CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services. F. Reimbursable expenses. Reimbursable expenses are included in CONSULTANT' s lump sum compensation, including, but not limited to, any expenses related to CONSULTANT's internal plan checks, CAD test prints, 8 1/2" x 11" copies or fax copies. Plotting and Printing for public distribution will be the responsibility of the CITY. There are no separate reimbursable expenses for Basic Services performed under Task 1 of EXHIBIT A. G. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately_ negotiated to be paid on a lump sum or a time and material basis at the rates set forth herein, as authorized by the CITY. The CITY has set aside the sum of ZERO DOLLARS ($ 0) for the payment of Additional Services. The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during the previous month. In the event Additional Services are authorized, CONSULTANT shall submit Invoices in accordance with the CONSULTANT hourly rate schedule attached to this EXHIBIT C. The rates shown in the EXHIBIT C-1 sall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C. City of Cupertino McClellan Ranch EEC Training and O&M Manual Consultant: Integral Group, Inc. Exhibits A, B & C Page 7 of 8 City of Cupertino EXHIBIT C-1 CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES Commissioning Team Leader ................................... $175 Commissioning Project Manager .............................. $145 Commissioning Field Technician .............................. $125 Exhibits A, B & C Page 8 of 8 McClellan Ranch EEC Training and O&M Manual Consultant: Integral Group, Inc. ACORD. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 7/1/2016 11/3/2015 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). PRODUCER Lockton Companies ~)(~&~" 444 W. 47th Street, Suite 900 rAJ~Nrfo Ext): I rAic Nol: Kansas City MO 64112-1906 E·MAIL (816) 960-9000 ADDRESS: INSURERISl AFFORDING COVERAGE NAIC# INSURER A: Travelers Property Casualty Co of America 25674 INSURED INTEGRAL GROUP, INC. INSURER B : The Travelers Indemnity Comoanv 25658 1353599 42713TH STREET INSURER c : Travelers Indemnitv Co of CT 25682 OAKLAND, CA 94612 Continental Casualtv Comoanv 20443 INSURERD: INSURER E: The Travelers Indemnitv Co of America 25666 INSURER F: COVERAGES INTGR05 CERTIFICATE NUMBER· 13745962 REVISION NUMBER· XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE tBB~ ~~ POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR llMM/DD/YYYYl I IMM/DD/YYYYI c x COMMERCIAL GENERAL LIABILITY y y 6808B769853 7/1/2015 7/1/2016 EACH OCCURRENCE $ 1 000 000 B -D CLAIMS-MADE [XJ OCCUR 68088772071 7/1/2015 7/1/2016 ~~~~~H9E~~~J~~ence\ ffi 1000000 -MED EXP (Anv one person) $ 10 000 -PERSONAL & ADV INJURY $ 1 000 000 -GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2 000 000 =J POLICY D ~~8r DLoc PRODUCTS -COMP/OP AGG $ 2 000 000 OTHER $ E AUTOMOBILE LIABILITY y y BA-88772869 7/1/2015 7/1/2016 ifi=~~~b~d~~t(INGLE LIMIT $ 1.000 000 -x ANY AUTO BODILY INJURY (Per person) $ xxxxxxx >---SCHEDULED ALL OWNED BODILY INJURY (Per accident $ xxxxxxx -AUTOS AUTOS x HIRED AUTOS X NON-OWNED 1rp~9~2c~Je~t~AMAGE $ xxxxxxx f--_ AUTOS $ xxxxxxx UMBRELLA LIAB H,OCCUR EACH OCCURRENCE $ xxxxxxx -NOT APPLICABLE EXCESS LIAB CLAIMS-MADE AGGREGATE $ xxxxxxx OED I I RETENTION $ $ A WORKERS COMPENSATION N UB3915T396 7/1/2015 7/1/2016 x I ~f~TUTE I 10:~-AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE [ill N/A E.L. EACH ACCIDENT $ 1 000 000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE ~ 1 000 000 If yes, describe under • 1 000 000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT D PROFESSIONAL N N AEH2883264 76 7/1/2015 7/1/2016 $I,OOO,OOO PER CLAIM LIABILITY $1,000,000 AGGREGATE DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) CONSULTANT SERVICES FOR MCCLELLAN RANCH ENVIRONMENTAL EDUCATION CENTER MEP SYSTEM TRAINING AND OPERATION & MAINTENANCE MANUA PREPERATION. THE CITY OF CUPERTINO, ITS CITY COUNCIL, BOARDS AND COMMISSIONS, OFFICERS, EMPLOYEES AND VOLUNTEERS ARE ADDITIONAL INSUREDS AS RESPECTS GENERAL AND AUTO LIABILITY, AND THESE COVERAGES ARE PRIMARY, AS REQUIRED BY WRITTEN CONTRACT. THE ADDITIONAL INSUREDS' OWN COVERAGE IS EXCESS OF AND NON-CONTRIBUTORY WITH THE GENERAL LIABILITY, AND ON THE AUTO LIABILITY AS RESPECTS THE USE OF VEHICLES OWNED BY INTEGRAL GROUP HOLDINGS, LLC. WAIVER OF SUBROGATION APPLIES TO GENERAL AND AUTO LIABILITY WHERE ALLOWED BY STATE LAW AND AS REQUIRED BY WRITTEN CONTRACT. CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 13745962 AUTHORIZED REPRESENTATIVE CITY OF CUPERTINO ATTN: CARMEN LYNAUGH, PUBLIC WORKS PROJECT MANAGER 10300 TORRE AVE. t~ CUPERTINO CA 95014 .II-I ~ ACORD 25 (2014/01) ©1988-2014 ACORD CORPORATION. All ri g hts reserved The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Section II) Any person or organization that you agree in a "contract or agreement requiring insurance" to include as an additional insured on this Coverage Part, but only with respect to liability for "bodily injury", "property damage" or "personal injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; b. Jn connection with premises owned by or rented to you; or c. Jn connection with "your work" and included within the "products-completed operations hazard". Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury" for which that person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: d. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. e. This insurance does not apply to the rendering of or failure to render any "professional services". f. The limits of insurance afforded to the additional insured shall be the limits which you agreed in that "contract or agreement requiring insurance" to provide for that additional insured, or the limits shown in the Declarations for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in th.e LIMITS OF CG D3 810907 Miscellaneous Attachment : M479497 Certificate ID : 13745962 INSURANCE (Section Ill) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a "contract or agreement requiring insurance" that the insurance provided to an additional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance". But this insurance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insurance" with such person or organization entered into by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement under which you are required to include a person or organization as an additional insured on this Miscellaneous Attachment: M479497 Certificate ID : 13745962 Coverage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal injury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Policy Number: BA-8B772869 Policy Period: 07 /01/2013 to 07 /01/2014 Blanket Additional Insured -Business Auto Extension Endorsement B. Blanket Additional Insured The following is added to Paragraph c. in A.1., Who Is An Insured, of Section II -Liability Coverage: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an additional insured is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section IL Miscellaneous Attachment: M491695 Certificate ID : 13745962 ~. BA-88772869 LIABILITY BLANKET WAIVER OF SUBROGATION AUTO The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -BUSINESS AUTO CONDITIONS: 5. Transfer Of Rights Of Recovery Against Others To US We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. The waiver applies only to the person organization designated in such contract. Attachment Code: D503589 Certificate ID: 13745962 68088769853 GENERAL LIABILITY WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to Paragraph 8. Transfer of Rights of Recovery Against Others to Us of COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage", "personal injury", or "advertising injury" arising out of: 1. Premises owned by you, temporarily occupied by you with permission of the owner, or leased or rented to you. 2. Ongoing operations performed by you, or on your behalf, under a contract or agreement with that person or organization; 3. "You work", or 4. "Your products". We waive these rights only where you have agreed to do so as part of a contract or agreement entered into by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense or "advertising injury" offense is committed. Attachment Code : D503590 Ce1iificate ID : 13745962 form (!'{~~· t>ecel'!lber 2014) Oepartmentoftll~ treasury lnforni#:Btil(~ilµeService Req9est for taxpayer . Identification Number and Certificafi.on Glve.Form to the reqµester. Qo 11ot s~rttftp it\~ IRS. ··1 Name (as shown on your.Income tax returii},·Name Jsiequlred orrthis' lln&;. do not leave tflls line blank. different from above ·""'· 1W Wi.:..-~ ......... _._~~~........,_._~ ........ -........_._ .......... ....._.........,~ .......... ....._~_..~~~--......,..~~~-«+~~~~_.____;~_._.,,,._ ·g: '~ (jhe{)k appropriate box:fotfetlefortax cl11ssmc;a~lon; check only or!eobft~e followtng•~even boxes; . . . :e~~~~~Ni~~, ·~ . CJ lndivfduavsole proprietor or l~l C Corpomtlon [] S Otirporalfon D Parmershlp (ii Trust/estate Instruction$ on ~ •. c 11!ngle.,meml>erLLC .· .. . ....... : .· . . . .... · . . . . ... · . · . . . . · . , • EX.em t · 'f' ··. cf (ff J ,;. •1°.· .. ·... LJL.im ..... ited.· 1.1.ab··.lllW·o.· ··o .. m ... paryy. Enter the tip\ ~la. a:sl·fl·o.1ttJ·o· n (a ... c r;o······rp· .. · .. o.ra··· .. Uo.· .ri. , :$ ... =S. 9orpora.ilM, Pt.pf!rt. 11er.sllf P-.q•~ ... ·.·• ........ -......... P pa ea co ir ~ny ..... ---5 : , . .Note. F'or a slngl&< isregarded, do not chepkl;LC: ohook the. appropriate bi;>)(: Ir) '!fi.e:lln.(!'ll\lqve for Exemptron 1'roi:rl PA'f(?;\J#Portrrrg ~ • the tax classification owner. ··· code Of aoy) f ~·.•• '". (~>tf>il.l!C.O<it!tttJWij@ii<f~diefJ.S) !e . ~e,qµ~s,'tel"s nanw and address (optio®l) 2; ii-· N~~~ lftfie,~~unH$ tnmQr(l·i.~an o.ne i'lltlID~i'S.eelhe lnstructlons f~r:line 1 and: th.ecf\art on.p!lge;~ftor giil(l~lifles l;iri .i,Nhose nµmb~rto enter. ' ;. ' . . . . . Oertific(;(tiorf Un~~f ~tialties ·of'p~rJ\,il)'; Tcertify thatt 1, Tuapiffrif;lef 'ii.lliowtt·dnthlsf()rrrt 1$',(tiy:'etm:ec.tta,l<pi:tYer Jdentif1c~tillb.1:1umber {oil arfl WaltihgJo~'aJX~ft\b:etto.~e ~ued to me); and 2, Jam Mt'subJectto backup W,ithh ''~ostJ:{af ram :exeltJpt:fi'¢l:h: oaokyp '/!flfhli .·. . . ·notified by the Jnternttl'ft""venue Servlc:e (IRS)that f •anrsubjeot to.I> :wlthho!ding .as are$ult~f•a fallurl)torepott atll ··(c) the IRS has notlVied ;Ue:ttiat l am no loniJ![!r.s1Jbje6tto backup withb ai;lcl .. . . . . . . . . 3. Jam ~·iJ;~i/0:1t1z~~ ~rotf\er U;$,,p'el'l)on (l;fefi~e<:l b<:lfoW); and 4.·m~FATOACl:!de(~)·e.otered' on·tfilli!Jorm;Qf 'ahy) Jn<tl.oaJlng that·I .am'exemptfrom· FATOA rapprtlng:!i?:®rtfWt; CertJflc;iatb;m' " · · · · s. Y'o1.r. . · · · · YQu f\alfe been notified byJhe lR$ u~ntly subjectto backup Withttoldlng beca1,1se·Yfi!r . to r~)Wrt .·.·.· .. . . ... .. . . . . . ..... . ... for.teat . .. . ... . . . . .. .. '2. does not apply; Fanno · · aoqvfli!ltli:Jn'o.f . . seouretjpropert)i, . . . ... t:lfdebt, oootrib!Jtlonsctoatjil'ldlvlduaLretlrementarrangement cl ··. · · · an interei>f'atld:divideridayyou .are nofrequired to sign the Mrtifk:atlon~ but;yowmustprovide ¥our c · · Section ·retereni;;:elf are, t0Jiliilnternt1!.Revenue.Ci6de ·u:nle~$;.otherwis!!•nuted. Fut!Ark.diivelCit@tlMs:·1ntorrnat1onaf:fol!(,~evel~ent&'affect1ng·•l"orm·W-9.(s~h·· !ls le'.glsta11oh l>nactedafterwefelea~&.1tl!S at WWW.1r$.govitw9.. . . .. • . . ·. j'~U1tjr reltims •'¥o®1.l:i~riNtdQi.ere~'.~~rne~·ot p~1ti5 ... •·fl'otrt).tl)9\l!-t:)l)'(d@deiid~;ineludirlgth~$,~fr0Jii·st~,.Qrfl'itltu111Jund$)• • ~<lrm iOOS"MlSC M1rJ4uii typeli bfJhcome, prizµS; a'NAfd!!, 6rgrpss:prog~ed!l) "Foffl'.l l0911·B.($took'<!l'm~u~l·filnc:l.$Ellesa11d·t;¢tlaJnqthilr;~1>a¢ti9mtbY bro!< el'$) ~ H>rm 1 d99~a {ptooeeqsJrom· rea! oo,ttite: trtl:i1$ti1¢tl!lnsf • Form .109f!'<f({mer<:hant.Da[d.eru;t(bfrd.P<irty neiW9tk'•~nsactlons) i.U .,., .. •·Form 1Pll8{hcirnemq®.!itfe.fritel'9:sl}.· fi:iQl!'i:(styde:ntlc:itinJntf!tEil\tJ,1\lllli·t (tlilllo[l) · · · < x · · · · :·::;::;{~;:~1==~:~~ilfl~0,1limmtof$e1Me.d.propeny) IJse form W~ll: only if YPJ.!~f~•!.J.lJ.$tPtll'.lfOO Qncludl!lgaresf<lentt!Jfell); lo provide yout:i::oi!'Mt TIN. • • ·,.. ·· · • · · tlie requester withe TIN. you might be subject backilp wlt/1hold/flft>'on page 2. By sJ9ti1ngthe·flfle<1,out fom1,you:• . . . . . tbt'l'TlN y9i;l:J~i:e·~(vln9 11;1 oO.lJ'.ileHoryou ar!t W1,1.ltlng.t<ir artumbiii. :lo 2; C:ert1fyJbaW,otr:t1re nUf1Jtilijtron<l•b'aoRupwlthholctlog, or If Form W-9 (Rev. 12-2014) 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 allen; • 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·B or Form 6233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entitles). 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 en exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for taK 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.·Chlna Income tax treaty allows an exemption from tax for schC>larship 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 Apt!I 30, 1964) 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 c!alin 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·B or Form 8233. Backup Withholding What is backup wllhholdlng? 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·eKempt 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 Part II Instructions on page 3 for details), Page2 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 on page 3 and the separate Instructions for the Requester of Form W-9 for more Information. Also see Special rules for partnerships above. What is FATCA reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account bolders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the lnstiuctlol)S for the Requester of Form W·9 for more information. Updating Your Information You must provide updated information to any parson 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 lo be an S corporation, or If you no longer are tax exempt. In addition, you must furnish a new Form W-9 ff the name or TIN changes for the account; for e~ample, if the grantor of a grantor trust dies. · Penalties Failure to furnish TIN. If you fall 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. ClvH 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 lnfonnatlon. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TlNs. 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 llne; 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, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. a, Individual. Generally, enter the name shown on your tax return. If you have changed your last naine without Informing the Social Security Administration (SSA} of the name change, enter your first name, the last name as sh(lwn on your social security oard. and your new last name. Note. ITIN applicant Enter your individual name as it was entered on your Form · W-7 applioation, line 1 a. This should also be the same as the name you entered on the Form 1040/1040N1040EZ you flied with your application. b. Sole proprietor or single-member LLC. Enter your Individual name as shown on your 1040/1040A/1040EZ on fine 1. You may enter your business, trade, or "doing business as" (OBA} 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 llne 1 and any business, trade, or OBA name on line 2. d. Other entities. Enter your name as shown on required U.S. federal tax documents on llne 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 ls 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 tine 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 lncome 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 ls the case even if tha foreign person has a U.S. TIN. Form W-9 (Rev. 12-2014) Line2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter It on fine 2. Line 3 Check the appropriate box In line 3 for the U.S. federal tax classification of the person whose name Is entered on line 1. Check only one box In line 3. Limited Liability Company (LLC). If the name on line 1 ls an LLC treated as a partnership for U.S. federal tax purposes, check the "Limited Liability Company" box and enter "P" In the space provided. If the LLC has flied Form 8832 or 2553 to be taxed as a corporation, check the "Limited Llabil!ly Company" box and in the space provided enter "C" for C corporation or "S" for S corporation. If It Js a single-member LLC that Is a disregarded entity, do not check the "Limited Liab!llty Company" box; Instead check the first box in line 3 "Individual/sole proprietor or single-member LLC." Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter In the appropriate space in line 4 any oode(s) t~at may apply to you. Exempt payee code. • GeneraUy, 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 dMdends. • 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 (Q(2) 2-The United States or any of Its agencies or lnstrumentaUUes 3-A state, the District of Columbia, a U.S. commonwealth or possession. or any of their political subd!vlslons or instrumentalities 4-A foreign government or any of Its political subdivisions, agencies, or instrumentalities 5-A corporallon 6-A dealer In securities or commodities required to register in th0 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 lnvestment Company Act of 1940 10-A common trust fund operated by a bank under section 5B4(a) 11-A financial institution 12-A middleman known In the lnve5lment community as a nominee or custodian 13-A trust exempt from tax under section 664 or described in section 4947 The following chart shows types of payments that may be exempt from backup withholding. The chart appl!es to the exempt payees listed above, 1 through 13. IF the payment is for ••• Interest and dividend payments Broker transactions Sarter exchange transactions and patronage dividends Payments over $600 required t.o be reported and direct sales over $5.0001 THEN the payment is exempt for ••• All exempt payees except for7 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 safes of noncovered securities acquired prior to 2012. Exempt payees 1 through 4 Generally, exempt payees 1through52 Payments made In settlement of Exempt payees 1 through 4 payment card or third party network transactions 1 See Form 1099·MISC, Miscellaneous Income, and Its lnstruollons. Page 3 •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(Q, and payments for services paid by a federal executive agency. Exemption from FAiCA 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 lnstltullons. Therefore, !f 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 lf 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-fJ 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)(~7) B-The United States or any of its agencies or instrumentalJtles C-A state, ·the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instru1nentalltles 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)0) E-A corporation that is a member of the same expanded affiliated group as a corpora!ion described in Regulations section 1.1472-1(0)(1)(1) i=-A dealer in securities, commodities, or derivative financial Instruments (lncfudlng 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 fnvestme~t Company Act of 1940 I-A common trust fund as defined in section 584(a) J-A bank as defined In section 581 K-Abroker L-A trust exempt from tax under section 664 or described In section 4947(0)(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 andfor exempt payee code should be completed. line5 Enter your address (number, street, and apartment or suite number). This is where the requester o! this Form W-9 will mail your Information returns. Line6 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 lndlvldual taxpayer Identification number (ITIN). Enter It in the social security number box. If you do not have an ITIN, see How to gel 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 (LLCJ on this page), 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 ent!ty'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 Seourily Card, from your local SSA office or get this form onllne at www.ssa.gov. You may also get this forrn by calling 1-B00-772-1213. Use FormW-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Fonn SS-4, Applloatlon for Employer Identification Number, to apply for an EfN. You can apply for an ElN online by accessing the IRS website at www.irs.gov/bus/nesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Fonns W-7 and SS-4 from the IRS by visiting IRS.gov or by calilng 1-800-TAX·FORM {1 -800-829-3676). If you are asked to complete Form W·9 but do not have a TIN, apply for a TIN and wr!le "Applied For" In the space for the TIN, sign and date the form, and give ft to the requesler. For Interest and dividend payments, and certain payments made with respect to readily tractable 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. Form W-9 (Rev. 12-2014) 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, or 5 below indicate otherwise. For a jo!nt 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. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1963. You must give your correct TIN, but you do not have to sl_gn 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 fonn. 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, royatt!es, 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 Cunder 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 Ooint account) 3. Custodian account of a minor (Uniform Gift to M!nors Act) 4. a. The vsua! revocable savings trust (grantor Is also trustee) b. So-called trust acGount that is not a legal or valid !rust under state law 5. Sole proprietorship or disregarded entity owned by an individual 6. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A)) For this type of account; 7. Disregarded entity not owned by an Individual B. A valid trust, estate, or pension trust 9. Corporation or LLC electing corporate status on Form 8832 or Form 2553 10. Association, club, religious, charitable, educational, or other tax- exempt organization 11. Partnership or multi-member lLC 12. A broker or registered nominee 13. Account with the Departmerit 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 14. 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)) Give name and SSN of: The Individual The actual owner of tha account or, if combined funds, the tirst individual on the account' The minor' The grantor-trustee' The actual owner' The owner' The grantor• Give name and EIN of: The owner Legal entity' The corporatlon The organliatlon The partnership The broker or nominee The public entity The trust ' List first and clrola the name of Iha person whoso number you furnish. If only one porson on a joint accoum has.an SSN, that person's number must be furnished. •Circle the minor's name and furnish tho minor's SSN. Page4 3You must show your lndivldual name and you may also enter your business or DBA name on tha "Business name/disregard ad entity" name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 'Ust 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 lag a! en lily Itself is not designated I~ the account title.) Also see Special tU/es for partnerships on page 2. •Note. Gmntor 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 wlll 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 Whan choosing a tax preparer. If your tax reoords are affected by identity theft and you receive a n'otice 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 Hotllne at 1-600-908-4490 or submit Form 14039. For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance. Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems 1hat have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (fAS) assistance. You can reach TAS by calling the TAS toll-free case Intake line at 1-877-777-4778 or TTYffDD 1-800-829-4059. Protect yourself from suspicious emails or phishlng schemes. Phishlng 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 usar 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 detalled infonnation 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 plllshing@irn.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for TaK Administration {rlGTA) at 1-800-366-4484. You can forward susplclous emails to the Federal Trade Commission at spam@uce.gov or contact them at www.ftc.gov/Jdtheft or 1-877-IDTHEFT (1-877·438·4338). Visit IRS.gov to team 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 flle information returns with the IRS to report Interest, dlvldends, 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 litlgation 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 TJN 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. .l!