HomeMy WebLinkAboutBubbles Dog Grooming and Spa - 2020-08-21 DocuSign Envelope ID. F35FF701-F1C5-4E4D-B60E.9760B821492D
GRANT AGREEMENT
BETWEEN THE CITY OF HUNTINGTON BEACH AND
,
a art Butler
This Grant Agreement ("Agreement") is entered into this �day of
,P*A4 jZ(CITY WILL INSERT EFFECTIVE DATE) ("Effective Date"), by and
between the City of Huntington Beach, a California municipal corporation and Charter
City ("City"), and valan Butler located at 19171 Magnol is str(elGr,#r".118
City and Grantee are at times individually referred to as "Party' and collectively as
"Parties" herein.
RECITALS
A. The City of Huntington Beach COVID-19 Small Business Relief Program
("Program") will provide one-time funding to small businesses located within the
city that need financial assistance to aid in their recovery from the temporary loss
of revenue due to the COVID-19 public health emergency.
B. Grantee acknowledges it has reviewed the COVID-19 Small Business Relief
Program Guidelines ("Guidelines"), attached hereto as Exhibit A and incorporated
herein by reference.
C. Grantee requested a grant from the City for the COVID-19 Small Business Relief
Program by submitting a Grant Application ("Grant Application").
D. As a condition to accepting grant funds from Program, Grantee agrees to abide by
all terms and conditions set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
1. GRANT
00
1.1. City awards to Grantee Grant Funds in the amount of (CITY
WILL INSERT DOLLAR AMOUNT) as requested by Grantee in the Grant
Application attached hereto as Exhibit B and incorporated herein by reference, or
such other amount as authorized by the City Council.
1.2. Grant Funds shall be disbursed by City to Grantee in accordance with COVID-
19 Small Business Relief Program Guidelines.
2. TERM
Except for terms and conditions that shall remain after this agreement, the term of
this Agreement shall commence on the Effective Date and shall continue in full force for
a period of seven years unless terminated earlier as provided herein.
Insert Grantee Name Page 1
DocuSign Envelope ID:F35FF701-F1C5-4E4D-860E-97608621492D
3. RESTRICTIONS ON USE OF FUNDS
3.1. The Grant Funds are subject to the following expenditure conditions
("Approved Uses"):
3.1.1. The Grant Funds shall be expended solely for the purposes provided in
section 3.1.2 and must be incurred during the period of March 1; 2020 and .
December 1, 2020;
3.1.2. Grant Funds may be used for working capital to cover the business's day-
to-day business operating expenses such as rent or lease payments,
mortgage payments, utility bills, payroll, inventory, technology,
marketing/communication, or other similar expenses that occur in the ordinary
course of operations- Grant Funds may also be used toward the cost of
obtaining personal protective equipment for staff and customers as well as
devices intended to enhance safety of staff and customers, such as hands-
free payment devices, sanitation supplies, and plexiglass partitions
(hereinafter "Eligible Expense");
3.1.3. The Grant Funds shall not be used for any activity that would violate City,
state or federal statutory or decisional law such as regulations affecting non-
profit or tax exempt organizations exempt from taxation pursuant to Section
501(c)(3) of the Internal Revenue Code; and
3.2. Grantee further warrants to City that the Grant Funds will be spent solely for
the Approved Uses and the Grant Funds shall be used by Grantee during this
Agreement's term otherwise the Grant Funds shall be returned to City, as provided
in Section 5 below.
3.3. If the City determines Grant Funds have been used for an ineligible expense,
as determined in the sole discretion of the City, the Grantee shall pay for the
ineligible expenses out of their own funds and shall then use the Grant Funds for
ari Eligible,Expense or return the improperly used Grant Funds to the City.
3.4. Grantee and City expressly agree that any Grant Funds that are not used for
Eligible Expenses by December 1, 2020, shall be returned to City by the Grantee
by December 11 , 2020, or within ten (10) days of the City notifying the Grantee
that the expenses are ineligible, as further set forth in Section 5.1.
3.5. Upon 72 hours' notice, Grantee will allow the City to inspect Grantee's
business to verify that Grant Funds are being used in accordance with the
Program requirements.
4. REPORTING AND ACCOUNTING REQUIREMENTS
4.1. At all times during the term of this Agreement, and for a period of seven years
after the term of this agreement ends and/or is terminated, Grantee shall maintain
true, proper, and complete books, records, and accounts (collectively, "Books and
Records") in which shall be entered fully and accurately all transactions taken with
Insert Grantee Name Page 2
DocuSign Envelope ID:F35FF701-F1C5-4E4D-B60E-9760B821492D
respect to the expenditure of the Grant Funds. Grantee shall make available to
City such Books and Records within ten (10) calendar days of the City's request.
4.2. Grantee will be responsible for providing documentation, including receipts, to
the City that accounts for how the entirety of the Grant Funds received were used
to fund Eligible Expenses according to the timelines specified in the Guidelines.
Grantee shall provide any additional information or documentation related to these
expenditures requested by the City within ten (10) calendar days.
4.3. City reserves the right to designate its own employee representative(s) or its
contracted representative(s) with a Certified Public Accounting firm who shall
have the right to audit Grantee's accounting procedures and internal controls of
Grantee's financial systems as they relate to the Grant Application and to examine
any cost, revenue, payment, claim, other records or supporting documentation
resulting from any items set forth in this Agreement. Any such audit(s) shall be
undertaken by City or its representative(s) at mutually agreed upon reasonable
times and in conformance with generally accepted auditing standards. Grantee
agrees to fully cooperate with any such audit(s).
4.4. Grantee agrees to exercise prudent financial management processes including
proper oversight of all assets, budget preparation, and timely reporting including
budget-to-actual-comparisons.
4.5. All Approved Uses shall be performed by Grantee or under Grantee's
supervision. Grantee represents that it possesses the professional and technical
skills required to perform the services required by this Agreement, and that it will
perform all services with a standard of care and in a manner commensurate with
the community professional standards and with the ordinary degree of skill and
care that would be used by other reasonably competent practitioners of the same
discipline under similar circumstances.
5. USE OF GRANT FUNDS
5.1. The Grant Funds shall be used solely by Grantee for the Approved Uses and
for no other use. In the event that the Grant Funds are not used for the Approved
Uses or are not expended by December 1, 2020, Grantee shall notify the City in
writing, and shall be obligated to return the Grant Funds to City within ten (10)
days.
6. INDEMNIFICATION
6.1. To the fullest extent permitted by law, Grantee shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers,
agents, volunteers, and employees (collectively, the "Indemnified Parties")
from and against any and all claims (including, without limitation, claims for
bodily injury, death or damage to property), demands, obligations,
damages, actions, causes of action, suits, losses, judgments, fines,
penalties, liabilities, costs and expenses (including, without limitation,
attorney's fees, disbursements and court costs) of every kind and nature
whatsoever (individually, a Claim; collectively, "Claims"), which may arise
Insert Grantee Name Page 3
DocuSign Envelope ID:F35FF701-F1C5-4E4D-B60E-9760B8214920
from or in any manner relate (directly or indirectly) to misrepresentations by
Grantee, the expenditure of Grant Funds, the Application, or the Agreement
(including the negligent and/or willful acts, errors and/or omissions of the
Grantee, its principals, officers, agents, employees, vendors, suppliers,
consultants, subcontractors, anyone employed directly or indirectly by any
of them or for whose acts they may be liable or any or all of them).
6.2. Notwithstanding the foregoing, nothing herein shall be construed to require
Grantee to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any
action on or to enforce the terms set forth in the Agreement. This indemnity shall
apply to all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as a limitation upon the amount of
indemnification to be provided by Grantee. Notwithstanding the foregoing, nothing
herein shall be construed to require Grantee to indemnify the Indemnified Parties
from any Claim arising from the sole negligence or willful misconduct of the
Indemnified Parties. Nothing in this indemnity shall be construed as authorizing
any award of attorney's fees in any action on or to enforce the terms of this
Agreement. This indemnity shall apply to all claims and liability regardless of
whether any insurance policies are applicable. The policy limits do not act as a
limitation upon the amount of indemnification to be provided by Grantee.
7. PROHIBITION AGAINST TRANSFERS
Grantee shall not assign, sublease, hypothecate or transfer this Agreement or any of the
services to be performed under this Agreement, directly or indirectly, by operation of law
or otherwise without prior written consent of City. Any attempt to do so without written
consent of City shall be null and void.
8. NOTICES
8.1. 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 third business day after the deposit thereof in the United
States mail, postage prepaid, first class mail, addressed as hereinafter provided.
8.2. All notices, demands, requests or approvals from Grantee to City shall be
addressed to the City at:
Attn: City Manager
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
8.3. All notices, demands, requests or approvals from City to Grantee shall be
addressed to Grantee at:
Insert Grantee Name Page 4
DocuSign Envelope ID:F35FF701-F1C5-4E4D-B60E-97608821492D
Attn: Valari Butler
BubbleS Dog Grooming and Spa
1.9171 Magnolia Street
w-pl ^3tGV' °- ,h 07646
9. TERMINATION
9.1.The City may terminate this Agreement by providing Grantee with three (3)
calendar days' notice of termination, in writing.
9.2.Specific Performance. Grantee agrees that the City has the legal right, and all
necessary conditions have been satisfied, to specifically enforce Grantee's
obligations pursuant to this Agreement.
10.STANDARD PROVISIONS
10.1. Recitals. City and Grantee acknowledge that the above Recitals are true and
correct and are hereby incorporated by reference into this Agreement.
10.2. Compliance With all Laws. Grantee shall at its own cost and expense comply
with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or
hereinafter enacted and comply with all state and county guidance for re-opening.
Any dispute regarding this contractual agreement shall have a venue of Orange
County.
10.3. Waiver. A waiver by either Party 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.
10.4. 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 herein.
10.5. Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Grant Application or any other
attachments attached hereto, the terms of this Agreement shall govern.
10.6. Interpretation. The terms of this Agreement shall be construed in accordance
with the meaning of the language used and shall not be construed for or against
either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
10.7. Amendments. This Agreement may be modified or amended only by a written
document executed by both Grantee and City and approved as to form by the City
Attorney.
Insert Grantee Name Page 5
DocuSign Envelope ID:F35FF701-F1C5-4E4D-B60E-9760B621492D
10.8. Severability. If any term or portion of this Agreement is held to be invalid, illegal,
or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
10.9. Controlling Law And Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County
of Orange, State of California.
10.10. Equal Opportunity Employment. Grantee represents that it is an equal
opportunity employer and it shall not discriminate against any contractor,
employee or applicant for employment because of race, religion, color, national
origin, handicap, ancestry, sex or age or any other impermissible basis under law.
10.11 . No Attorney's Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorney's fees.
10.12. Taxes. The City and Grantee expressly agree that the Grantee shall be
responsible for all taxes that are associated in any way to the Application of the
Grant Funds.
10.13. Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together
shall constitute one and the same instrument.
10.14 Public Record. Grantee understands that some of the information that has
been submitted to prove eligibility for this grant may be subject to disclosure
pursuant to a public records request. The City will endeavor to maintain as
confidential all tax and financial reporting documentation, including bank
statements; however, documents related to certain business license information
may be disclosed if requested by a third party. In addition, and outside the City's
control, a Superior Court could order the disclosure of certain financial
information. The City will notify grantee prior to any court ordered disclosure of
records.
[SIGNATURES ON NEXT PAGE]
Insert Grantee Name Page 6
DocuSign Envelope ID:F95FF701-F1C5-4E4D-B60E-976OB821492D
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM: CITY OF HUNTINGTON BEACH,
CITY ATTORNEY'S OFFICE A Californi munjtipal corporation
Date:_ 1i� Date:
By: By:
1,.- MichhNtates Oliver Chi
City Attorney City Manag �..w,
ATTEST: ` GRANTEE: TtB140110$WF"9
Date: Date: 7/20/2020
�-4
valari Butler
By: y:
J,r,_3o in Estani Name
City Clerk Officer Title
Date:
By:
Name
Officer Title
Attachment: Exhibit A: Small Business Relief Grant Program Guidelines
Exhibit B: Grantee's Application
(END OF SIGNATURES]
Insert Grantee Name
DocuSign Envelope ID:F35FF701-F1C5-4E40-B60E-9760B821492D
Request for Taxpayer
Form �� Give Form to the
(Rev.October 2018) Identification Number and Certification requester.Do not
Dgnalmed of the T
Interval Revenue Savor ►Go to www.im.gov/FormW9 for instructions and the latest information. ��to the IRS,
1 Name(as shown on ywr incom4 tax return).Name Is required an this line;do not leave this line blank.
Valari Butler
2 Business nameldisregarded entity name,if different fr.above
Bubbles Dog Grooming and spa
3 Check riate box for federal tax classification of
aPPrvP person whose name is entered an line 1.Check only am of the 4 as(codes apply only to
fdlovring seven boxes. certain naut entities,not individuals;see
l
instructions on page 3):
p ❑ Individuallsde propriotor or ❑ C Corporation ❑ S Corporation ❑ Partnership ❑Tnutlestate
a c single-manlier LLC Exempt payee code fit any)
a ❑ Limited liability company.Enter me tar classification(CeC corporation,S=S corporation,P=Partm ship)►
0` Note:Check the appropriate box in the line above to the tax classification of the single-member owner. Do not check Fxernptim from FATCA reporting
w LLC it are LLC is classified as a single-member LLC that is dsregwded from the owner(Ness the owner of the LLC is code(f any)
1 u another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that
c is disregarded from the owner should check the appropriate bon for the tax classification of its owner.
$u ❑ other(see instructions)► taw•r ro,mxrrameae.eoavacrimusn
' 5 Address(number,street,and apt.or sure no)See instructions. Requester's name and address(optimal)
19171 Magnolia street suite 18
6 City,state,and ZIP code Huntington Beach 92646
7 List account number(s)has(optional)
giaM Taxpayer Identification Number(TIN)
Enter your TIN In the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number
backup withholding.Forop ietor,uals,this is genwallyd entity, your social security number(SSN).However,fora T'-1
resident alien,sole proprietor,a disregarded entity,see the Instructions for Part I,later.For other l I I
entities,it is your employer identIfIcatim number(EIN). If you do not have a number,see How to get a
TIN,later.
or
Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and I Employer identification number
Number To Give the Requester for guidelines on whose number to enter. M _ 03 3 19
Certification
Under penalties of perjury, I certify that:
1. The dumber shown on this form is my Correct taxpayer identification number(or I am waiting fa a number to be issued to me):and
2. 1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue
Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest a dividends,or(c)the IRS has notified me that I am
no longer subject to backup withholding;and
3. 1 am a U.S.citizen or other U.S.person(defined below):and
4.The FATCA code(s)entered on this form Of arty)indicating that I am exempt from FATCA reporting is correct.
Certification instructions.You must cross out item 2 above If you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return.For real estate transactions,ftem 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 coned TIN.See the instructions for Part 11,later.
Sign Signahre of ✓ j
Here US,Person► I 7/20/2020
Data►
�—xaeacoe&VFane...
General Instructions •Form 1099-DIV(dividends,including those from stocks or mutual
funds)
Section references are to the Internal Revenue Code unless otherwise a Form 1099-MISC(various types of income,prizes,awards,or gross
noted.
proceeds)
Future developments. For the latest Information about developments .Font 1099-B(stock or mutual turd sales and certain other
related to Form W-9 and its Instructions,such as legislation enacted transactions by brokers)
after they were published,go to wwvvJrs.gov/FcrmW9. •Form 1099-S(proceeds from real estate transactions)
Purpose of Form •Form 1099-K(merchant card and third party network trans cliors)
An individual or entity(Form W-9 requester)who Is required to file an •Form 1098(home mortgage interest),1098-E(student loan Interest),
Information return with the IRS must obtain your correct taxpayer 1098-T(tuition)
identification number(TIN)which may be your social security number •Form 1099-C(canceled debt)
ISSN),individual taxpayer identification number(ITIN),adoption
taxpayer identification number(ATIN),a employer identification number •Form 1099-A(acquisition a abandonment of searetl property)
(EIN),to report on an information return the amount paid to you,or other Use Form W-9 only If you are a U.S.person pncluding a resident
amount reportable on an information return.Examples of information alien),to provide your correct TIN.
returns include,but are not limited to,the following. II y0f1 do wt return Form W-9 t0 the requester with a TIN,you might
•Form I0994NT Interest earned or paid) be subject to backup withholding.See What is backup withholding,
later.
Cat.No. 10231X Form W-9(Rev. 10-2018)
DocuSign Envelope ID:F35FF701-F1C5.4E4D-B60E-976(IB821492D
Fmm W-9 01w.10 2018) Payo 2
By signing the filled-out form,you: Example.Article 20 of the U.S.-China income tax treaty allows an
1.Certify that the TIN you are giving is correct(or you are waiting for a exemption from tax for schdarship income received by a Chinese
number to be issued), student temporarily present in the United States.Under U.S.law,this
student will become a resident alien for tax purposes it his or her stay in
2.Certify that you are not subject to backup withholding,or the United States exceeds 5 calendar years. However,paragraph 2 of
3.Claim exemption from backup withholding if you are a U.S.exempt the first Protocol to the U.S.-China treaty(dated April 30, 1984)allows
payee.If applicable,you are also certifying that as a U.S.person,your the provisions of Article 20 to continue to apply even after the Chinese
allocable share of any partnership income from a U.S.trade or business student becomes a resident alien of the United States.A Chinese
is not subject to the withholding tax on foreign partners'share of student who qualifies for this exception(under paragraph 2 of the first
effectively connected income,and protocol)and is relying on this exception to claim an exemption from tax
4.Certify that FATCA code(s)entered on this form(1 any)indicating on his or her scholarship or fellowship income would attach to Form
that you are exempt from the FATCA reporting,is correct.See What is W-9 a statement that includes the information described above to
FATCA reporting, later,for further information. support that exemption.
Note:If you are a U.S.person and a requester gives you a lam other If you are a nonresident alien or a foreign entity, give the requester the
than Form W-9 to request your TIN,you must use the requester's tam if appropriate completed Forth W-8 or Form 8233.
it is substantially similar to this Form W-9. Backup Withholding
Definition of a U.S.person.For federal tax purposes,you are
considered a U.S.person if you are: What is backup withholding? Persons making certain payments to you
•An individual who is a U.S.citizen a U.S.resident alien; must under certain conditions withhold and pay to the IRS 24%of such
payments.This is called "backup withholding." Payments that may be
•A partnership,corporation,company,or association created or subject to backup withholding include interest,tax-exempt interest,
organized in the United States or under the laws of the United Slates; dividends,broker and barter exchange transactions,rents,royalties,
•An estate(other than a foreign estate);or nonemployee pay,payments made in settlement of payment card and
•A domestic trust(as defined in Regulations section 301.7701-7). third party network transactions,and certain payments from fishing boat
operators. Real estate transactions are not subject to backup
Special rules for partnerships.Partnerships that conduct a trade or withholding,
business in the United States are generally required to pay a withholding You will not be subject to backup withholding on payments you
tax under section 1446 on any foreign partners'share of effectively receive it you give the requester your correct TIN,make the proper
connected taxable income from such business.Further,in certain cases certifications,and report all your taxable interest and cWdends of your
where a Form W-9 has not been received,the rules under section 1446 tax return.
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 Payments you receive will be subject to backup withholding if:
that is a partner in a partnership conducting a trade or business in the 1.You do not furnish your TIN to the requester,
United States,provide Fortin W-9 to the partnership to establish your 2 You do not certify your TIN when required(see the instructions for
U.S.status and avoid section 1446 withholding on your share of Part II for details),
partnership income.
In the cases below,the following person must give Forth W-9 to the 3.The IRS tells the requester that you furnished an incorrect TIN,
partnership fa purposes of establishing its U.S. status and avoiding 4.The IRS tells you that you are subject to backup withholding
withholding m its allocable share of net income from the partnership because you did not report all your interest and dividends on your tax
conducting a trade or business in the United States. return(for reportable interest and dividends only),or
•In the case of a disregarded entity with a U.S. owner,the U.S.owner 5.You do not certify to the requester that you are not subject to
of the disregarded entity and not the entity; backup withholding under 4 above(for reportable interest and dividend
•In the case of a grantor trust with a U.S.grantor or other U.S. owner, accounts opened after 1983 only).
generally,the U.S.grantor or other U.S.owner of the grantor rust and Certain payees and payments are exempt from backup withholding.
not the trust:and See Exempt payee code, later,and the separate Instructions for the
•In the case of a U.S.trust(other than a grantor trust),the U.S.trust
Requester of Form W-9 for more information.
(other than a grantor trust)and not the beneficiaries of the trust. Also see Speciai nrfes forpennerships, earlier.
Foreign person. It you are a foreign person or the U.S.branch of a What is FATCA Reporting?
foreign bank that has elected to be treated as a U.S.person,do not use
Forth W-9.Instead,use the appropriate Form W-8 or Form 8233(see The Foreign Account Tax Compliance Act(FATCA)requires a
Pub.515.Withholding of Tax on Nonresident Aliens and Foreign participating foreign financial institution to report all United States
Entities). account holders that are specified United States persons.Certain
Nonresident alien who becomes a resident alien.Generally,only a payees are exempt from FATCA reporting.See Exemption from FATCA
nonresident alien individual may use the terms of a tax treaty to reduce reporting code, later,and the Instructions for the Requester of Form
or eliminate U.S.tax on certain types of income.However,most tax W-9 for more information.
treaties contain a provision known as a"saving clause."Exceptions Updating Your Information
specified in the saving clause may permit an exemption frcrn tax to
continue for certain types of income even after the payee has otherwise You must provide updated information to any person to whom you
become a U.S.resident alien for tax purposes. claimed to be an exempt payee it you are no longer an exempt payee
If you are a U.S.resident alien who is relying on an exception and anticipate receiving reportable payments in the future from this
contained in the saving clause of a tax treaty to claim an exemption person.For example,you may need to provide updated information if
from U.S.tax on certain types of income,you must attach a statement you are a C corporation that elects to be an S corporation,or if you no
to Form W-9 that specifies the following five items. longer are tax exempt.In addition,you must furnish a new Form W-9 if
1.The treaty country.Generally,this must be the same treaty under the name or TIN changes for the account;for example,if the grantor of a
which you claimed exemption iron tax as a nonresident alien. grantor trust dies.
2.The treaty article addressing the incane. Penalties3.The article number(a location)in the tax treaty that contains the
saving clause and its exceptions. Failure to furnish TIN.If you fail to furnish your correct TIN to a
4.The type and amount of income that qualities for the exemptim requester,you are subject to a penalty of$50 for each such failure
from tax. unless your failure is due to reasonable cause and not to willful neglect.
5.Sufficient facts to justify the exemption from tax under the terms of Civil penalty for false information with respect to withholding.If you
the treaty article. make a false statement with no reasonable basis that results in no
backup withholding,you are subject to a S500 penalty.
DocuSign Envelope ID:F35FF701-F1C5-4E4D-B60E-9760B821492D
Form W-9(Rev. 10 2018) Hu10 3
Criminal Penalty for falsifying information.Willfully falsifying IF the entity/person on line 1 is THEN check the box for ...
certifications or affirmations may subject you to criminal penalties a(n). ..
including lines and/or imprisonment.
Misuse of TINS.If the requester discloses or uses TINS in violation of • Corporation Corporation
federal law,the requester may be subject to civil and criminal penalties. • Individual Individual/sole proprietor or single-
- Sole proprietorship,or member LLC
Specific Instructions • Single-member limited liability
Line 1 individual dual pany a LC)owned by a and disregarded dfor U.S.
You must enter one of the following on Ibis line; do not leave this line federal tax purposes.
blank.The name should match the name on your tax return. • LLC treated as a partnership for Limited liability company and enter
If this Forth W-9 is for a joint account(other than an account U.S.federal tax purposes, the appropriate tax classification.
maintained by a foreign financial institution(FFI)),list first,and then • LLC that has filed Form 8832 or (P= Partnership;C=C corporation;
circle,the name of the person or entity whose number you entered in 2553 to be taxed as a corporation, or S=S corporation)
Part I of Forth W-9.It you are providing Form W-9 to an FFI to document or
a joint account,each holder of the account that is a U.S.person must LLG that is disregarded as an
provide a Form W-9. entity separate from its owner but
a. Individual.Generally,enter the name shown on your tax return.If the owner is another LLC that is
you have changed your last name without informing the Social Security not disregarded for U.S.federal tax
Administration(SSA)of the name change,enter your first name,the last purposes.
name as shown on your social security card,and your new last name.
Note:TIN applicant:Enter your individual name as it was entered on Partnership Partnership
your Form W-7 application,title 1a.This should also be the same as the Trust/estate Tmst/estate
name you entered on the Forth 1040/1040Ar1040EZ you filed with your Line 4, Exemptions
application.
b. Sole proprietor or single-member LLC.Enter your individual If you are exempt from backup withholding and/or FATCA reporting,
name as shown on your 104011040AJ1 D40FZ on line 1.You may enter enter in the appropriate space on line 4 any code(s)that may apply to
your business,trade,or"doing business as"(DBA)name on line 2. you.
c. Partnership,LLC that is not a single-member LLC,C Exempt payee code.
corporation,or S corporation.Enter the entity's name as shown on the • Generally,individuals(including sole proprietors)are not exempt from
entity's tax return on line 1 and any business,trade, or DBA name on backup withholding.
line 2. • Except as provided below,corporations are exempt Iron backup
d. Other entities.Ester your name as shown on required U.S. federal withholding for certain payments,including interest and dividends.
tax documents on line 1.This name should match the name shown on the . Corporations are not exempt from backup withholding for payments
charter or other legal document creating the entity.You may enter any made in settlement of payment card or third party network transactions.
business,trade,or DBA name on line 2.
• Corporations are rot exempt from backup withholding with respect to
e. Disregarded entity. For U.S.federal tax purposes,an entity that is attorneys'lees or gross proceeds paid to anomeys,and corporations
disregarded as an entity separate from its owner is treated as a that provide medical or health care services are not exempt with respect
"disregarded entity." See Regulations section 301.7701-2(c)(2)(ii). Ester to payments reportable on Form 1099-MISC.
the owner's name on line 1.The name of the entity entered on line 1 The following codes identify should never be a disregarded entity.The name on line 1 should be the 9 y payees that are exempt from backup
name shown on the income tax retum on which the income should be withholding. Enter the appropriate code in the space in line 4.
reported.For example,it a foreign LLC that is treated as a disregarded 1—An organization exempt from tax under section 501(a),any IRA,or
entity for U.S.federal tax purposes has a single owner that is a U.S. a custodial account under section 403(b)(7)if the account satisfies the
person,the U.S.owner's name is required to be provided on line 1. It requirements of section 401(f)(2)
the direct owner of the entity is also a disregarded entity,enter the first 2—The United States or any of its agendas or instrumentalities
owner that is not disregarded for federal tax purposes. Enter the
disregarded entity's name on line 2, "Business name/disregarded entity 3—A state,the District of Columbia,a U.S.commonwealth or
name."If the owner of the disregarded entity is a foreign person,the possession, or any of their political subdivisions or instrumentalities
owner must complete an appropriate Form W-8 instead of a Form W-9. 4—A foreign government or any of its political subdivisions, agencies,
This is the case even if the foreign person has a U.S.TIN. or instrumentalities
Line 2 5—Acorporation
If you have a business name,trade name, DBA name,or disregarded 6—A dealer in securities or commodities required to register in the
entity name,you may enter it at line 2. United States.the District of Columbia,or a U.S.commonwealth or
possession
Line 3 7—A futures commission merchant registered with the Commodity
Check the appropriate box on line 3 for the U.S.federal tax Futures Trading Commission
classification of the person whose name is entered on line 1.Check only 8—A real estate investment trust
one box on line 3. 9—An entity registered at all times during the tax year under the
Investment Company Act of 1940
10—A common trust fund operated by a bank under section 584(a)
11—A financial institution
12—A middleman known in the investment community as a nominee or
custodian
13—A trust exempt from tax under section 664 or described in section
4947
DocuSign Envelope ID:F35FF701-F1C5-4E4D-B60E-9 7 60 68 21 4 92D
Fwm y/-n 01ev.10-2018) i,aq.4
The following chart shows types of payments that may be exempt M—A tax exempt trust under a section 403(b)plan or section 457(g)
from backup withholding.The chart applies to the exempt payees listed plan
above, 1 through 13. Note:You may wish to consult with the financial institution requesting
IF the payment is for.. . THEN the payment is exempt this tam to determine whether the FATCA code and/a exempt payee
for . .. code should be completed.
Interest and dividend payments All exempt payees except Line 5
for 7 Enter your address(number,street,and apartment or suite number).
Broker transactions Exempt payees 1 through 4 and 6 This is where the requester of this Form W-9 will mail your information
through 11 and all C corporations. returns.If this address differs from the one the requester already has on
S corporations must not enter an file,write NEW at the top. If a new address is provided,there is still a
exempt payee code because they chance the old address will be used until the paym changes your
are exempt only for sales of address in their records.
noncovered securities acquired Line 6
prior to 2012.
Barter exchange transactions and Exempt payees 1 through 4 Enter your city,state,and ZIP code.
patronage dividends i Part I. Taxpayer Identification Number (TIN)
Payments over$600 required to be Generally,exempt payees Enter your TIN in the appropriate box.If you are a resident alien and
reported and direct sales over 1 through 5' you do not have and are not eligible to get an SSN,your TIN is your IRS
s5,000' individual taxpayer identification number(ITIN). Enter it in the social
security number box. If you do not have an ITIN, see Now to get a TIN
Payments made in settlement of Exempt payees 1 through 4 below.
payment card or third party network transactions If you are a sole proprietor and you have an EIN,you may enter either
ymr SSN or EIN.
' See Form 1099-MISC,Miscellaneous Income,and its instructions. If you are a single-member LLC that is disregarded as an entity
separate from its owner,enter the owner's SSN(a EIN,it the owner has
However,the following payments made to a corporation and one). Do not enter the disregarded entity's EIN.If the LLC is classified as
reportable on Form 1099-MISC are not exempt from backup a corporation or partnership,enter the entity's EIN.
withholding:medical and health care payments,attomeys'lees,gross Note:See'Nhat Name and Number To Give the
proceeds paid to an attorney reportable under section 6045(1),and Requester, later,for
payments for services(antl by a federal executive agency.
further clarification of name and TIN combinations.
Exemption from FATCA reporting code.The following codes identify How to get a TIN.If you do not have a TIN,apply for one immediately.
payees that are exempt from reporting under FATCA.These codes To apply for an SSN,get Form SS-5,Application fa a Social Security
apply to persons submitting this Conn for accounts maintained outside Card,from your local SSA office or get this form online at
of the United States by certain foreign financial institutions.Therefore,it vrvrv:.SSAgov.You may also get this form by calling 1-800-772-1213.
you are only submitting this tam fa an account you hold in the United Use Form W-7,Application for IRS Intlividual Taxpayer Identification
States,you may leave this field blank.Consult with the person Number,to apply for an MN.or Form SSA,Application for Employer
requesting this forth if you are uncertain it the financial institution is Identification Number,to apply la an EIN.You can apply for an EIN
subject to these requirements.A requester may indicate that a code is online by accessing the IRS websne at vrvrwJrs.gov/Businesses and
not required by providing you with a Form W-9 with"Not Applicable"(or clicking on Employer Identification Number(EIN)under Starting a
any similar indcation)written a printed on the line for a FATCA Business.Go to mmll.mgov/Forms to view,download,or print Form
exemption code. W-7 and/or Form SS-4. Or,you can go to vrr e4irs.gov/OrderForms to
place an order and have Form W-7 and/or SS-4 mailed to you within 10
A—An organization exempt from tax under section 501(a)or any business days,
individual retirement plan as defined in section 7701(a)(37) If you are asked to complete Form W-9 but do not have a TIN,apply
B—The United States or any of its agencies or instrumentalities for a TIN and write"Applied For"in the space for the TIN,sign and date
C—A state,the District of Columbia,a U.S.commonwealth or the tam,and give it to the requester. For interest and dividend
possession,or any of their political subdivisions or instrumentalities payments,and certain payments made with respect to readily tradable
D—A corporation the stock of which is regularly traded on one or instruments,generally you will have 60 days to get a TIN and give it to
more established securities markets, as described in Regulations the requester before you are subject to backup withholding on
section 1.1472-1(e)(1)(i) 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
E—A corporation that is a member of the same expanded affiliated you provide your TIN to the requester.
group as a corporation described in Regulatims section 1.1472-1(c)(1)(i) Note:Entering"Applied For"means that you have already applied for a
F—A dealer in securities,commodities,or derivative financial TIN or that you intend to apply for me soon.
instruments(including notional principal contracts,futures,forwards,
and options)that is registered as such under the laws of the United Caution:A disregarded U.S.entity that has a foreign owner must use
States or any state the appropriate Form W-o.
G—A real estate investment trust Part 11. Certification
H—A regulated investment company as defined in section 051 or an To establish to the withholding agent that you are a U.S.person,or
entity registered at all times during the tax year under the Investment resident alien,sign Forth W-9.You may be requested to sign by the
Company Act of 1940 withholding agent even if item 1,4,or 5 below indicates otherwise.
I—A common trust fund as defined in sectim 584(a) For a joint account,only the person whose TIN is shown in Part I
J—A bank as defined in section 581 should sign(when required). In the case of a disregarded entity,the
K—A broker person identified on line 1 must sign. Exempt payees, see Exempt payee
L—A trust exempt ham tax under section 564 or described in section tale,earlier.
4947(a1(1) Signature requirements.Complete the certification as indicated in
items 1 through 5 below.
DocuSign Envelope ID:F35FF701-F1C5-4E4D-B60E-9760BB21492D
Pam W-9(flee. 10 2018) Page 5
1.Interest,dividend,and barter exchange accounts opened For this type of account: Give name and EIN of:
before 1984 and broker accounts considered active during 1983. 14 Accmnt with the Department of lho pubic entity
You must give your correct TIN,but you do not have to sign the A,160JILle in the nano o1 a public
certification.
entity(such as a state a local
2.Interest,dividend,broker,and barter exchange accounts gwemman,school district,e,
opened after 1983 and broker accounts considered inactive during prison)that receives agricultural
19M.You must sign the certification or backup withholding will apply.It program payments
you are subject to backup withholding and you are merely providng
your correct TIN to the requester,you must cross out item 2 in the 15.Grata It ussl hbrj urn the Form the trust
certification before signing the form. tw1 McTW or theOptd
3.Real estate transactions.You must sign the certification.You may Form R03 Fdnu Wtf.K l 2(-sae
cross out item 2 of the certification. /ki uLateas me4an 1.671 401)Cl)(fi ifi
4.Other payments.You must give your correct TIN,but you do not ' List first and circle the name of the person whose number you furnish.
have to sign the certification unless you have been rfotified that you It only we person on a joint account has an SSN,that person's number
have previously given an incorrect TIN. 'Other payments"include must be furnished.
payments made in the course of the requester's trade or business for t Circle the minor's name and furnish the minor's SSN.
rents,royalties, goods(other than bills for merchandise),medical and
health care services(including payments to corporations),payments to 3 You must show your individual name and you may also enter your
a nonemployee for services,payments made in settlement of payment business or DBA name on the'Business nameldisregarded entity'
card and third party network transactions,payments to certain fishing name line.You may use either your SSN a EIN Of you have one),but the
boat crew,members and fishermen,and gross proceeds paid to IRS encourages you to use your SSN.
attorneys(including payments to corporations). 'List first aid circle the name of the trust,estate, a pension trust.(Do
5.Mortgage interest paid by you,acquisition or abandonment of not furnish the TIN of the personal representative or trustee unless the
secured property,cancellation of debt,qualified tuition program legal entity itself is not designated in the account title.)Also see Special
payments(under section 529).ABLE accounts(under section 529A), rules forpannerships, earlier.
IRA,Coverdell ESA, Archer MSA or HSA contributions or 'Note:The grantor also must provide a Form W-9 to trustee of trust.
distributions,and pension distributions.You must give your correct Note:It no name is circled when more than one name is listed,the
TIN,but you do not have to sign the certification. number will be considered to be that of the first name listed.
What Name and Number To Give the Requester Secure Your Tax Records From Identity Theft
For this type of account: Give name and SSN of: Identity theft occurs when someone uses your personal information
1.Individual The individual such as your name,SSN, or other identifying information,without your
2.Two or more indivktmab(iant The actual..or of the account or.it permission,to commit fraud or other crimes.An identity thief may use
account)other Ilan an account xvnbined finds,the first individual on your SSN to get a job Or may file a tax return using your SSN to receive
maiutainal by an I'FI the account' a refund.
3.two or more U.S.persons Each Wide,of the accent To reduce your risk:
(iolnt account maintained by an FFIT •Protect your SSN,
4.C,stalial arsamt of a mina The mina' •Ensure your employer is protecting your SSN,and
(Unirorm citl to Minas Act) •Be careful when choosing a tax Preparer.
5.a.The savings trust The granter-trust•..:' If your tax records are affected by identity theft and you receive a
(prantc is also trustee) notice from the IRS,respond right away to the name and phone number
b.So called bust a6oamf that is not The acted o.vner printed on the IRS notice or letter,
a legal or valid trust ode slate laav
If your tax records are not currently affected by identity theft but you
6.Soleproptietaalup a durw3aulod Ite.,e3 think you are at risk due to a lost or stolen purse or wallet,questionable
entity owned by an i...4vidmal credit card activity or credit report,contact the IRS Identity Theft Hotline
1.Ganta trust filing under Optimal The gramer• at 1-800-908-4490 or submit Form 14039.
Fan,to99 Fibug Mothod 1 (see For more information,see Pub. 5027, Identity Theft Information for
negulahoossortia, L671-4(b)(2)(1) Taxpayers.
(A)) Victims of identity theft who are experiencing economic harm or a
For this type of account: Give name and EIN of: systemic problem,or are seeking help in resolving tax problems that
a.Dtsragatded entity not mvned by an The owner have not been resolved through normal channels,may be eligible for
individual Taxpayer Advocate Service(TAB)assistance.You can reach TAB by
9.A valid trust,em.de,or person vusl Legal enury' calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD
1-800-829-4059.
10.Corporation or I.I.0 elecfitg The capotat on Protect yourself from suspicious entails or phishing schemes.
corporate status on Form 88.32 a Finishing is the creation and use of email and websites designed to
Form 2563 mimic legitimate business entails and websites.The most common act
11.Assoewum,cub,rougious, The organuauou is sending an email to a user falsely claiming to be an established
charitable,educational,e,other tax- legitimate enterprise in an attempt to scam the user into surrendering
exenpi organiratie, private information that will be used for identity theft.
12,Partnership or multi-memther Li C The parineslip
13,A b,okar a regislared nominee The broker or nominee
DocuSign Envelope ID:F35FF701-F1C5-4E4D-860E-9760B621492D
Fam w-9(Rmc 10 2018) mglo 6
The IRS does not initiate contacts with taxpayers via emails.Also,the Privacy Act Notice
IRS does not request personal detailed information through email or ask
taxpayers for the PIN numbers,passwords,a similar secret access Section 6109 of the Internal Revenue Code requires you to provide your
information for their credit card,bank,a other financial accounts. correct TIN to persons pncluding federal agencies)who are required to
It you receive an unsolicited email claiming to be from the IRS, file information returns with the IRS to report interest, dividends.or
forward this message to phishingifillirs.gov. You may also report misuse certain other income paid to you:mortgage interest you paid:the
of the IRS name,logo, a other IRS acquisition ot abandonment of secured property:the cancellation of
g property to the Treasury Inspector debt: or contributions you made to an IRA,Archer MSA,or HSA.The
General for Tax Administration(TIGTA)at 1-600-36Cr4464.You can person collecting Ins form uses the information on the form to file
forward suspicious emails to the Federal Trade Commission at information returns with the IRS,reporting the above information.
spamOuce.gov or report them at wetei ftc.gov7compfaint. You can Routine uses of this information include giving it to the Department of
contact the FTC at.vww.ftc.govhdthOft or 877-IDTHEFr(877-4384338). Justice la civil and criminal litigation and to cities,states,the District of
If you have been the victim of identity theft,see vrvnv.ldentityTheft.gov Columbia,and U.S.commonwealths and possessions for use in
and Pub.5027. administering their laws.The information also may be disclosed to other
Visit v-memrs.govIldentityThe(t to learn more about identity theft and countries under a treaty,to federal and state agencies to enforce civil
how to reduce your risk. and criminal laws,or to federal law enforcement and intelligence
agencies to combat terrorism.You must provide your TIN whether or
not you are required to file a tax return. Under section 3406,payers
must generally withhold a percentage of taxable interest,dividend,and
certain other payments to a payee who does not give a TIN to the payer.
Certain penalties may also apply for providing false or fraudulent
information.