HomeMy WebLinkAboutPachulos Hot Dogs - 2020-08-21 Da uSign Envebpe lD.A81317C2-OA3330FA-96FA-E5156B66FD2D
GRANT AGREEMENT
BETWEEN THE CI Y QF HUNTING ON BEACH AND
a dWwCrC,. Hak bGfoS•
This Grant Agreement ('Agreement") is entered into this �� day of
� ZcJZO (CITY WILL INSERT EFFECTIVE DATE) ("Effective Date'), by and
between the City of Huntington Beach, a California municipal corporation and Charter
City ("City"), and Ft LipC- D44CZ TV TAlocated at 15744 OLDtw I "Grantee').
City and Grantee are at times individually referred to as ' arty" 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
1.1. City awards to Grantee Grant Funds in the amount of cO (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 t
Do uSiyn Envelope ID:A87317CZ-OA3340FA-96FA-E5156B66FO2D
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 lax 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
an 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:A67317C2-0A33-40FA-96FA-E5156B66FD2D
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 Grantees
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 Paoe 3
DocuSign Envelope 10:A87317C2-0A33-40FA-96FA-E5156866FD2D
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 n-pisconduct 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:A87317C2.OA33-40FA-96FA-E5156B66FD20
Attn: �'A r 1i ULYls IinT C)C)6
Bus Hess nlame
Address I 5 U elJi-iCSTST
Q1] C► [ 7 �12 ►�
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 v.,ritten
document executed by both Grantee and City and approved as to form by the City
Attorney.
Insert Grantee Name Parse 5
DOCUSign Envelope ID:A67317C2-OA33.40FA.96FA-E5156B66FD20
10.8. Severability. If any term or portion of this Agreement is field 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 he
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 10.A87317C2-OA33-40FA-96FA-E5156866FD2D
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 ATTO NEY'S OFFICE A California mugIcipal corporation
Date: — b Date: 4 Zo
By: By:
04 _; ---
.�Mic ae Gates Oliver Chi
City Attorney City age
ATTEST- GRAN
Date: Y/d - ZV Z o
/ Date: Z$
Robin Estanislau
Name
'
Ci 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
DecuSign Envelope0
ID:A87317C2-OA33-40FA-96FA-E5156866FD2
Wee ee Request for Taxpayer
Give Finn to the
(Rev.October 2018) Identification Number and Certification requester. or, Not
Dopadmenl of the Treasury I Send to file lRH.
tn;emal Revenue Service ►Go to wnvw.irs.gov/Form W9 for instructions and the latest information.
1 Name(as shown on your income lax return).Name is required on this line:do not leave this fine blane:. _-
1 6 L I PC C ��I�c z -P U0
2 Business namdtlisregarded entry name,:;dnemn;Iron above
u(f7< fj OT 1)�[I c
------ -
y 7 Check appropriate box for federal tab classification of the person whose name i5 entered On line 1.Check only one of the 4 Exrmpllone 1c.wIec,eptiy orj,
following seven boxes. cona!n entities,not.ndi
a ttt��r---/// ins:mcnocs c-p U(l IndividuaVsole proprietor or ❑ C Corporation ❑ S Corporation El Partnership ❑Tmstle-,cue :aue It
` single-member LLC
6 O CA9n1G:P3'i'^Crd,:If:.:y
i*Z ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S cOnrcealicn.P=Partnership).
O 2 Note:Check the appropriate box in.he fine above for the lax classificaho,of the single-member owner, Do nut check E Feu:peon hnr.,.PATCA
c I.if the LLC classified as a single.member LLC that is disregarded from the owner unless the owner of the LLC s
another LLC that is not disregarded from;he owner for U.S.federal tax Purposes.Otherwise.asingle-member LLC well code of any:
a V is disregarded from the owner should check the appropriate box for the tax classification of its owner.
.e ❑ Othp(y!e InStN[tiOnSf.O
y s A[ldress(number,street,and apt.or suite no.)See instructions. --•, -- -- -----
Fecuesiel s:ame and?ddri!i:Inpj.onz:,
fi CiN,state,and ZIP code
7 Lis;account number(5)here(ophonaq ._-
Taxpayer Identification Number (TIN) -----
Enter your rIN In,he appropriate box.The TIN provided must match the name given on line 1 to avoid sed:a security num.b.x -
backup withholding.For individuals,this is gene:ally your social security number(SSN).However, for a
resident alien,sole proprietor,or disregarded entity,see the Instructions for Part I.later,For other
entitles,it is your employer identification number(EIV). If you do not have a number,see How to get a
TIN, later. —
Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and orEmployer idcnlffieeticn n,:mber
Number To Give the Requester for guidelines on whose number to enter. h_ r—�--�---.
Certification
Under penalties of perjury,I certify that -------'---- - —
1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to ba issued to mej:ar-:!
2.1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(o)I have not been nctifiee by the!r.al.r;!R,nvr-.,:
Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or cividends,of(c)the IRS h;.s notified nm:h. I gin-,
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 cedes)entered on this form(if any)indicating that I am exempt from FATCA reposing is correct.
Certification instructions.You must cross out item 2 above if yet,have been notified by the IRS that you are currently suoiem to CafF,a wt-hnl r_,-:Pitt you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For n,.e:,yaGe acquisition or abandonment of secured property,cancellation of debt.contributions to an individual retirement arrangement(IRAI.and gener!-,%
Other than interest and dividends.you are no;regt gyred t sign the certification,but you must provide your correct TIN. See the instructions for Pier!1 la:r,:.
Sign Signature of 1 --
Here U.S.Person Dace. G_7 2 ��—
General rn & Form 1099-DIV(dividends,including those front s.oc s 0, rra:ual
Section references are to the Internal Revenue Code unless otherwise unds)
noted. •Form 1099-MISC(various;Ypes of inwme,prizes.a•.va'C:: a gross
proceeds)
Future developments.For the latest information Pound developments
related to Form Nr-g and its instructions,such as legislation enacted 'Form 1099-8(stock err mutual f::nc'sales r,nd r.erta;I e!r-r
after they were published.go to www.in.gov/FormS1V9, transactions by brokers)
•Form 1099-S(proceeds from real estate:r�.^sarioncl
Purpose of Form • Form 1099-K(merchant card and:ntrd party nerwv_,k:mn ctioa'r
An individual or entity(Form%V-9 requester)who is required to file an • Form 1098(home mortgage interest), i096-E fstude:a!:�;.^itrnmsl+.
information return witn 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)
(SSh1).individual taxpayer identification number(ITIN),adoption
taxpayer identification number(ATIN),or employer identification number •Form 1099-A(acquisition or abandonment of sec.:fe:i rrr. cr.';)
(EIM.to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.Pecs :1 fin,;ltrtc+p::Pas::!,::q
amount reportable on an information return.Examples of information alien),to provide your correct TIN,
returns include,but are not limited to,the following. f;you do not return Form 4Y-9 to the mq:.es:er tv»rl- T!N
• Form 1099-INT(interest earned or paid) be subject to backup wifh.no(c'irg.See VJh;'u is cackur, ulilnn,
later.
Cat.No.10231X f m-W-9 jF+..1.1 (::,,
DocuSign Envelope ID:A87317C2.OA33-40FA-96FA.E5156B66FD20
Form w-9 Rev.10.20 1 a)
w•„•2
By signing the filled-out form,you: Example.Article 20 of the U.S.-China income lax treaty afo,,!;no
I.Certify that the TIN you are giving is correct(or you are wailing for a exemption from tax for scholarship Income received by a Chinese
number to be issued), student temporarily present in file Ilniteci States. Under U.S.lava, this
2.Certify that you are not subject to backup withholding,or student will become a resident alien for tae purposes it his of r:er stay v1
the United States exceeds 5 calendar years.Howover,paragraps 2 n!
3.Claim exemption from backup withholding it you are a U.S.exempt the first Protocol to the U.S.-Chira treaq•(dates April 31), 1984;alicv:s
payee.If applicable,you are also certifying that as a U.S.person,your the provisions of Article 20 to Continue 10 apply even all?' the Chr,ese
allocable share of any partnership income from a U.S,trade or business student becomes a resident alien of the United States.A Ch,nese
is not subject to the withholding tax on foreign partners'share of student who qualifies for;his excepton(under ploto 2 effectively connected income.and pn 0!;he sirs;protocol)and is relying on this exception to claim an exemption Iron,t1l.
4.Certify that FATCA codes)entered on this form(if any)indicating on his or her scholarship or fellowship income would attach it,Form
that you are exempt from the FATCA reporting,is correct.See Wool is W-9 a statement that includes;he informanon descrioed above:O
FA 7CA reporting, later,for further information. support that exemption.
Note:If you are a U.S.person and a requester gives you a form other If you are a nonresidunt alien or a foreign entity.give the requeser :he
than Form W-9 to request your TIN,you must use the requester's fore,it appropriate completed Form 11:-8 or Forn1 8233,
if is substantially similar to this Form W-9.
Definition of a U.S.person.For federal lax purposes,you are Backup Withholding
considered a V.S.person if you are: What is backup withholding?Persons making certain payments In vur,
•An individual who is a U.S.citizen or U.S.resident alien; must under certain conditions wittihold anal pay to the IRS 24%of;;nth
•A partnership,corporation,company,or a55ociatial created or payments.This is called"oackuo withholding." Payments that may nr
organized in the United States o:under the laws of the United States; subject to backup withholding include interest,tax:-0xampl u:terest.
dividends,broker and barter exchange transactions,tents. oyallies,
•An estate(other than a foreign estate);or nonemployee pay,payments mace in settlement of;laymen!card anc
•A domestic trust(as defined in Regulations section 301.7701-7). third party network transactions.and certan Payments from f,h rd boat
Special rules for partnerships.Partnershipsoperators.Real estate transactions are not sunj•`ct to back,q,nersnips That conduct a trade or withholding.
business in the United States are generally required to pay a withholding
tax under section 1446 on any foreign partners'share of effectively You will not be subject to backup withholding on raymems yot,
connected taxable income from such business.Funner,in certain cases receive if you give the requester your cones! TIN,make(he procer
.here a Form W-9 has not been received,the rules under section 1446 certifications,and report all your taxable interest and dividends on vrm:
require a partnership to presume that a parner is a foreign person,and tax return.
pay the section 1446 withholding tax. Therefore,if you are a U.S.person Payments you receive will be subject to backup withholding it:
that is a partner in a partnership conducting a trade or business in the 1.You do not furnish your TIN to;he requester,
United States,provide Form W-9 to the pannership to establish your
U.S.status and avoid section 1446 withholding on your share of 2.You do not certify your TIN when reached(sea the inibuc!on,.in,
partnership income. Part II for details),
In the cases below,the following person must give Form W-9 to the 3.The IRS tells the reruester:na:ycu Icrnistled an inconw;t IPr,
partnership for purposes of establishing its U.S.status and avoiding 4.The IRS tells you that you are subject to backup withholatnq
withholding on its allocable share of net income Item the partnership because you did not report all your inter oSt and dividends on your ta,
conducting a trade or business in the United States. return Ifor reportable interest and dividencs 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 rent subject Rr
of the disregarded entity and not the entity; backup withholding under 4 above ifor repertible interest w1i dbcoer•O
•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 trust and Certain payees and payments arc Cxemp;morn backup wi:fvrolrirlq,
net On;trust;and See Exempt payee code. later,and the separate Insaucmons for mo
•In the case of a U.S.must(other than a grantor trust),the U.S.trust Requester of Form W-9 for more irfomlanon.
(other than a grantor trust)and not the beneficiaries of the trust. Also see Special rules for partnershos,eariar.
Foreign person.If you are a foreign person or the U.S. branch of a What is FATCA Reporting?
foreign bank that has elected to he treated as a U.S.person,do not use
Form 4':-9.Instead,use the appropriate Form W-8 or Form 8233(see The Foreign Account Tax Compliance Act FATCA)requires if
Pub.515,Withholding of Tax on Nonresident Aliens and Foreign participating foreign financial institution to report ail United States
Entities). account holders that are specified United States perscus.Conciu
Nonresident alien who becomes a resident alien.Generally.only a payees are exempt from FATCA reporting.See ExarepnOol mom FA FCA
nonresident alien individual may use the terms of a tax treaty to reduce reporting code,later,and;he Instructions ter the Redueste: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
specified in the saving clause my permit an exemption from tax to Updating Your Information
continue for certain types of income even after the payee has otherwise You must provide updated information to any Oerson In Whom you
become a U.S.resident alien for tax purposes. claimed to be an exempt payee if you are:to longer arr exem p:pa;,
It you are a U.S,resident alien who is relying on an exception and anticipate receiving repOn,+.tits payments in the fu[•-ne h:>��-.chi,
container)in the saving clause of a tax treaty to claim an exemption person. For example,you may need to provide updal..xl trdu motion
from U.S. tax on certain types of income,you must attach a statement you are a C corporation Ina!elects to he an 5 cortgurnhI in or ti a•,"to Form Wea that country.
Specifies the following five items. longer are tax exempt.In addition,you must former a nev,
1.The treaty country.Generally,this must be the same treaty under the name or TIN changes for the account:!or ex.angae it tor,which you claimed exemption from tax as a nonresident alien. grantor trust dies.
2.The treaty artiGe addressing the income.
3.The article number(or location)in the tax treaty that contains the Penalties
saving clause and its exceptions. Failure to furnish TIN.It you fad to furnish your correct T r,to a
4, the type and amount of income that qualities for the exemption requester,you are subjec:to a Dcratty of$50:or each s•.;c! ':Uhre
from tax. unless your failure is due to reasonable Cause eod no;;o wlil!ul ri,,;;1
5.Sufficient facts to justify the exemption from tax under the terms of Civil penalty for}else informti respect to withholding.I!' ;-1
the treaty article. information with make a false statement with no!easonabie basis that resute.Ir!no
backup withholding,you are sub;er!to a S50o cenahy.
DocuSign Envelope ID:A87317C2.OA33-40FA-96FA-E5156B66FD2D
Form W-9 IRev. 10-20181
Pane Z
Criminal penalty for falsifying information.Willfully falsifying IF the entity/person on line 1 is I THEN check the box for...
certifications or affirmations may subject you to criminal penalties a(n)
including fines andror imprisonment.
Misuse of TINS.If the requester discuses or uses TINS in violation of • Corporalinn Cnrpam!ion _ j
federal law,the requester may be subject to civil and criminal penalties. • Individual ---:---- -!
Incniduabsole Propnetu:or sinyle-
Specific Instructions • Sole proprietorship,or member L!.0
• Single-member limited liability
Line 1 company(LLC)owned by an
individual and disregarded for U.S.
You must enter one of the following on this line;do riot leave this line federal lax purposes.
blank.The name should match the name on your tax return. _
If this Form W-9 is for a joint account(other than an account LLC treated as a partnershic for Limitee liability conlpany and vsj
maintained by a foreign financial institution(FFI)).list first,and then U.S.federal tax Purposes. tno aPprcprime lar.classcicae0n,
circle,the name of the person or entity whose number you entered in LLC toot has filed Forn1 8832 or I (P=Partnerslp.C= co,;_ ono
Part I of Form W-9.If you are providing Form W-9 to an FFI to docurnent 2553 to be taxed as a corporation, or S:S uorocra:ionl
a joint account,each holder of the account that is a U.S.person must or
provide a Form W-9. • LLC that is disregarded.s an
a. Individual.Generally,enter the name shown on your tax return.If entity separate from its nicer but
you have changed your last name without informing the Social Security the owner is another LLC root is
Administration(SSA)of the name change,enter your first name,the last not disregarded for U.S.federal tax
name as shown on your social security card,and your new last name. purposes.
Nato:ITIN applicant:Enter your individual name as it was entered on Partnership ?adre:51i,p
your Form W-7 application,line la.This should also be the same as the Trust/estale j TrusUestatz
name you entered on the Form 4 04 011 0 4 0Ay1040EZ you filed with your ---
application. Line 4, Exemptions
b. Sole proprietor or single-member U.C.Enter your individual If you are exempt from backup ,withholding a,&or FATCA reaortmg.
name as shown on your 1 O40/104OA/1040EZ on line 1.You may enter enter in the appropriate space on line 4 an,codelsl that may aopM:o
Your business.trade.or"doing business as"IDEA)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 includingsole
e backup withholding.
ntity's tax return on line 1 and any business,trade,or DBA name on FruPretors:ate nu:e er,;pt eor.;
ling 2.
• Except as provided below,corpera:ions are a.anar.from bacirlip III. Other entities.Enter your name as shown on required U.S.federal withholding for certain payments,including interest and dreideods.tar.documents on line 1.This name should match the name shown on the
charter or other legal document creating the entity.You may enter any ' Corporations are not exempt Forn backup withholdng IQ,pavmeml5
business,trade,or DBA name on line 2. made in settlement of payment Caro or third Party network:.ansact;n•..
e. Disregarded entity.For U.S.federal tax purposes,an entity that is ' Corporations are not exemp!frcr:backup va:nhnldlcg wit;-respect u:
disregarded as an entity separate from its owner is treated as a attorneys'fees or gross proceeds paid to attorneys.and corporal:ons
-disregarded entity." See Regulations section 301.7701-2(c)I21(iii).Enter that provide medical or health care services are not exc,mpt:•nth rush._.-t
the owner's name on line 1.The name of the entity entered on line 1 ro payments reportable on Form !Ogg-MISC.
should never be a disregarded entity.The name on line 1 should be the The following codes identify pavees that are exempt from bac'.up
name shown on the income tax return on which the income should be withholding.Enter the appropriate code in the spare in line 4,
reported. For example,it a foreign LLC that is treated as a disregarded 1—An organization exempt from tat;under section 5C 1(al.any IRA.Jr entity for U.S.fedoml tax purposes has a single owner that is a U.S. a custodial account under sec Lon-103(b)(7),f:ne account s t.snes:!,e person,the U.S.owner's name is required to be provided on line 1.It requirements of section 401(0(2)
the direct owner of the entity is also a disregarded entity,enter the first 2—The United States or any of its agencles cr instrumdrn;di!vs
owner that is not disregarded for federal tax purposes. Enter the
disregarded entity's name on fine 2,"Business name/disregardod entity 3—A state,the District of Col.ur;hla,a U.S. cammr.;;wval:n nr
name."If the owner of the disregarded entity is a foreign person,the Possession,or any of their Pcfihcnl subdivisions a ins:::unert Jams
owner must complete an appropriate Form W-8 instead of a Form W-9. 4—A foreign government Or any Of 1:5 P0111s@II sued^visions aueocucc.
This is the case even if the foreign person has a U.S.TIN. or instrumentalities
Line 2 5—A corporation
It you have a business name.trade name.DBA name,or disregarded 6—A dealer in securities or commodities required to reg:cter m the
entity name,you may enter it on line 2. United States.the District of Columbia,or a U.S.comnionweai:h or
Line 3 possession
7—A futures commission merchant recs!:Fe.',v.11h the Cemn:cdrt;
Check the appropriate box on line 3 for the U.S.federal tax FUIUIQS Trading Commission
classification of the person whose name is entered on line 1.Check only 8—A real estate investment InUST.
one box on line 3.
9—An entity registered at all times cuing the tax year::rider too
Investment Company Act of 1940
10—A common trust fund operated by,.dank Under:;ect,o,-
11—A financial institution
12—A middleman known in:ne Imestrnent cornmunny as a nhmire••e;,:
custodian
i 3—A trust exempt from tax under section E64 or descrbed y:•c;ion
4947
DocuSign Envelope ID:A87317C2-OA33-40FA-96FA-E5156B66FD2D
Form W.9 lRev.10-2018)
Paso 4
The following chart shows types of payments that may be exempt M—A tax exempt trust under a section 403Rh)plan or secaon aS7(y;
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 reque5;iog
IF the payment is for... THEN the payment is exempt this form to determine whelher the FATCA code and/or•rxern;n payee
for... code should be completed.
Interest and dividend payments All exempt payees except Line 5
for 7 Enter our address number.streel,and a anre
Y ( U nl Or`ague ntmhbe:i
Broker transactions Exempt payees i through 4 and 6 This is where the requester of:ms Form IN-9 will ma I your iofcrmaaon
through 11 and all C corporations. returns.If this address differs from the one the requester alruai:y has on
S corporations must not enter an file,write NEW at the top.If a new address is niovided, :her is still n
exempt payee code because they chance the old address will he used until the payuf changer;yore
are exempt only for sales of address in their records.
noncovered securities acquired Line 6
prior to 2012.
Bader exchange transactions and Exempt payees 1 through a Enter your city,state.and ZIP codel
patronage dividends Part I. Taxpayer Identification Number (TIN)
Payments over S600 required to be Generally,exempt payees Enter your TIN in the appropriate box.If you are a resident ai un art,
reported and direct sales over 1 throw h 5°
9 you do not have and are not eligible to get an SSN,yam TIM is your IHS
$5,000 individual taxpayer identification number fl i IN1.Enter if in the social
security number box.If you do no;have an ITIN. see How in ue!Payments made in settlement of Exempt payees 1 through 4 below.
payment card or third party network
transactions If you area sole proprietor and you have an Elf 1.feu ma;timer Eimer
your SSN or EIN.
Soy;Form 1099-MISC,Miscellaneous Income.and its instructions. If you are a single-member LLC that is^_isregarded as an entity
4 However,the follovnng pa mints made to a con separate from its owner,enter the cwner's SSN(or EIRI,d the nv.n�, gas
reportable on Form 10gy-MISC are not exempt foomabackuo one), Do not enter the disregards en,!fp's EIN. If the I—C is class,n-,h as
withholding:medical and health care payments,attomeys'fees,gross a corporation or partnership.enter the entity's EIN.
proceeds paid to an attorney reportable under section 604510,and Note:See What Name and Number To Give the Requ, ,re, lale,,fc,
payments for services paid by a federal executive agency. further clarification of name and TIN combinations.
Exemption from FATCA reporting code.The following codes identity How to get a TIN.If you do not have a TIN,apply for upe runner L::reb..
payees that are exempt front reporting under FATCA.These codes To apply for an SSN,get Form SS-5,Application fgr a Social Secunly
apply to persons submitting this form for accounts maintained outside Card,from your local SSA office o.ge:this form online at
of the United Stales by certain foreign financial institutions.Therefore,if www.SSA.gov.You may also got this loon by calling 1-E00-772-1213
you are only submitting this form for an account you hold in the United Use Form W-7,Application for IRS Inmvidual Ta•payer ldenherafion
States,you may leave this field blank.Consult with the person rh:mber,to apply for an M.N.or Form SS-4,Appllcaocn rw Enp4�ph,
requesting this form II you are uncertain if the financial institution is Identification Number,to apply for an Ft:,!. You car.apply qr an FIG
subject to these requirements.A requester may indicate that a code is online by accessing the IRS wehsire at•.rw•.v.%rs.gnvlrJumnesses an,
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 indication)written or printed on the line for a FATCA Business.Go to ww•w.ire.gov/Forms to viev,.download.or from Forrn
exemption code. 01-7 and/or Foam SS-4. Or,you can go to w1v virs.gov/CrderFonns to
A—An organization exempt from tax under section 501 fa)or any place an order and have Font W-7 and/or SS-.I nladed to vo:,v.vnv, 10
momdual retirement plan as defined in section 7701(a)(37) business days.
B—The United States or any of its agencies or instrumentalities If you are asked to complete Form W-9 but do not naive a TIN,aopfa
for a TIN and write"Applied For'in the space for the Tih'.nigh gnu c e an
C—A state.the District of Columbia,a U.S.commonwealth or the form,and give it to In*)requester.For interest Lail dwicelit
.1
Possession,or any of their political subdivisions or instrumentalities payments,and certain payments mane with respect to readily trada`*.
1)—A corporation the stock of which is regularly traded on one or instruments.generally you will have 60 ways to get a lirf and give n lu
more established securities markets.as described in Regulations the requester before you are subject to ba<ku1::vrthholdmq nn
section 1.1472-1(c)(1)() payments.The 60-day rule does no:apply to o;^ter types oI payn ants.
E—A corporation that is a member of the same expanded affiliated You will be subject to backup'.eitnholding on all such nap meats unif
group as a corporation described in Regulations section 1.1472-1(c)(1)(i) you provide your T IN to the requester.
F—A dealer in securities,commodities,or derivative financial Note:Entering"Applied For"means that you hate atrnatly nnnl.eo for a
instruments(IncludingTIN or that you intend to apply for one soon.
notional principal contracts,futures,lonvards.
and options)that is registered as such under the laws of the United Caution:A disregarded U.S.entity that has a foreign m::ner cause u,o
States or any state the appropriate Form W-8.
G—A real estate investment trust Part If. Certification
H—A regulated investment company as defined in section 851 or an To establish to the withholdinga em that I are a U 5.entity registered at all times during the tax year under the Investment g )'c per son re,
id resent alien,sign Form W-e.You map be requested:u van oy:roe
Company Act of 1940 9
withholding agent even 1f item 1.6,or 5 below uhdmates culerwse.
I—A common trust fund as defined in section 584(a) For a joint account,only the porscn:vhose TIN is shown m Pan 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 .empt pa-•,e
L—A trust exempt from tax under section 664 or described in section code.earlier.
4947(a)(1) Signature requirements.CcmPlete Im!certlhca:iurn as indn-.a L.o if
items I through 5 below.
DocuSign Envelope 10:A87317C2-OA33-40FA-96FA-E5156B66FD2D
Forre W-9(Rev,in-2018)
pane 5
1.Interest,dividend,and barter exchange accounts opened .___
before 19M and broker nccounts considered active during 1983. For this type of account: Give rlanle and EIN of;
You must give your correct TIN,but you do not have to sign the 14.Account with Ine Depadmen;to Th..Public emny —
Agriculture in the retire of a puNic
2.Interest,dividend,broker,and barter exchange accounts entity(such as a orate stni't l
opened after 1983 and broker accounts considered inactive during 9ove t n:l school agli icL or
1963.You must sign the certification or backup withholding will apply.If pnsoN the:reremas agricutuiml
you are subject to backup withholding and you are merely providing Wogmni Da reeo:s
your correct TIN to:he requester,you must cross out item 2 in the 15.Grantor trust fling undo Cm Fam I The vuv
1041
Certification before Signing the(Orin. Filing Method or the optional
3.Real estate transactions.YOU must sign the certification.You may Form ID99 Filing Melade 2 fsea
cross out item 2 of the certification. Regulations section 1.671-41!s2)(1)fB))I
4.Other payments.You must give your correct TIN,but you do not a List firs;and circle the name of the pens,,whose number you furnish.
have to sign the certification unless you have been notified that you If only one person on a join;account has an SSN.It,,,; peisO::'s n'.n:br 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
rents,royalties,goods(other than bills for merchandise).medical and °Circle the minor's name and furnish;he m:ncr's SSN.
health care services(including payments to corporations),payments to 'You most show your indindual name duct you may also enter your
a nonemployee for services,payments made in settlement of payment business or DBA name on the"Business nanie/duredarded entry"
card and third party network transactions,payments to certain fishing name line.You may use either your SSN Or EIN(if;•ou have One) :,tit fir;
boat crew members and fishermen,and gross proceeds paid to IRS encourages you to use your SSN.
attorneys(including payments to corporations). 'List first and circle the name of the trust estate.or pension!rus:.!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 designat e m;nor accci title.)Also see Sreaaf
payments(under section 529),ABLE accounts(under section 529A), rules for partnerships, earlier.
IRA,Coverdell ESA,Archer MSA or HSA contributions or *Note:The grantor also must provide a FOriu Pi-g to tru5ec of;ni51
distributions,and pension distributions.You must give your correct
TIN,out you do not have to sign the certification, Note:If no name is cocled v.nen more thar one name is I shel. ulo
number will be considered fO be that of the:list name lis;ej.
What Name and Number To Give the Requester
For this Secure Your Tax Records From Identity Theft
typo of account: Give ull and SSN ol:
1.Inuivbual The individual Identity theft occurs when someone undo your p er5,-.uai;fit r I hi)
such as your name.SSN,Or other idonbh+ng information,vnihou; your
2.Two or more individuals(pint The actual owner of the account a,,II permission,to commit fraud or other cri''as.A:idenh:y[lief neay use
account)Off"than an account combined funds,the first individual on your SSN to 9 ) y et a'ob or ma file a t
maintainer try the account i a rotund.y an FFI as rctum using you: SSN to rf rve 2e
3.Two or more U.S.persons Each holder of the account To reduce your risk:
(joint account maintained by an FFI) •Protect your SSN,
a,Custodial account of a mmnr The minor' •Ensure your employer is protecting your SSN,and
(Unilam Gin to Minors Act)
• Be Careful when choosing a tee Procurer.
5.a.the usiail revocable sm9rgs trust Tne grantor-trustee
grantor is also trustee) It your tax records are affected by rdenb:y then,and you re;e re a
b.So-called trust account that is not real actual owner' notice from the IRS,respond right away to Isle name anti phone nwrlho,
a legal or valid trust untler state law printed on the IRS notice or letter.
If your tax records are not rumer.uy affected by,denery tr eft :6.Sde proprietorship or disregarded The owner, think you are it risk due to a lost or stolen^arse ci waneI '
entity oruned by on individual v .q,l?s;ionahta
credit card activity or credit report.contact the IRS Identity rh.vi Nr.;tin•e
7.Grantor;rust filing under Optional The grantor at 1-800-908-4490 or submit Fcnm i 1039.
Form 1099 Filing Method 1(see For more information.see Put'.5027, 17ennty rhell Infdrrla:id.^to,
Regulations section 1.671-41b)Q)f
Taxpayers.
wu
For this Victims of identity thefl :,ho are experiencing ecor:onlc harm a a typo of account: Give name and EIN of: systemic problem,or are seezin0 help in ewiv,lg tan drotdems ma;
9.Dldividu tled entity not owned by an The tuner have not been resolved thro;:gh nonral ci;af mels.may be eligible If,
individual Taxpayer Advocate Service ri ASI;,Ihslance. 'eou can r¢ach TAS uy
9.A valid thus'.estate,a pension trust Legal entity calling the TAS toll-tree case intake line a; 1-377-77 7-477A or TT/7i rtr:
is.Corporation1-800-829-4059.
or LLG alerting The corporation
corporate status on Form 6832 or Protect yourself from suspicious omens or phishing schemed.
Form 2553 Phishing is the creation and use of email and wePtul s designed to
mimic11. m
legitimate ausiness e3lis and wobts!e5.The mOSt tru re ldm rli'1
Assoc4'ltion,club,relgious. The organization Is sending an email to a User falsely claiming f0 he an eSbdJl she-r:
charitable,educational,or other nix- legitimate enterprise in an ntlempt;ll,scam;he.user true sunendeNic
e-mmpt organization private information that will be used for identity met!,
12.Partnership or multi-member LLC Tie partnership
13.A broker or registered nominee The broke,or nominee
DocuSign Envelope ID:A87317C2-OA33-40FA-96FA-E5156B66FD2D
Form W-9(Rev. 10-2018)
_ 6
The IRS does not initiate contacts with taxpayers via emals.Also,thu privacy Act Notice
IRS does not request personal detailed inlormation through email or ask
taxpayers for the PIN numbers.passwords.or similar secret access Section 6109 of the Internal Revenue Code requires you to prc+Vin<1 ou-
information for their credit card.bank,or other financial accounts. correct TIN to persons(including federal apenaes)who are recuved 10
If you receive an unsolicited email claiming to be from the IRS, file inlormation returns with the IRS to report interest.dividends,at
forward this message to phishinginiirs.gov. You may also report misuse certain other income paie to you;mortgage interest vuu paid. the
of the IRS name,logo,or other IRS property to the Treasury Inspector acquisition or abandonmen:of secured proper y.the cancellation of
General for Tax Administration MGTA)at 1-800-366-4484.You can debt;or contributions you made!o in IRA.Archer M SA,o: I iSA fh.
forward suspicious emails to the Federal Trade Commission at person collecting this form uses the into•rnwien on the furnt!u hie
spam&uce.gov or report them at wwvv.fic.gov1complaint. You can information returns with the IRS,reporting the ala]vi attOrma!iOn.
contact the FTC at www.$c.gov7idthe/t or 877-IDTHEFT(877-438-4338). Routine uses of this information include giving it to the Departmem of
If you have been the victim of identity theft,see www.ldentayThelf.gov Justice for civil and criminal litigation and to cities,slates Inc.District o!
and Pub. 5027. Columbia,and U.S.comnlow.veslths and possessions rot use o:
administering their laws.1 he information also may be nisUosen to o:he,
Visit W nv.irs.gov/Identi.yThent to learn more about identity thett and countries under a treaty,to federal and stale agencies if).nfore crcil
how to reduce your risk. and criminal laws,or to federal law ei-Owcernenl and imelligunce
agencies to combat terrorism.You M:sl pmmd•_YLur TIN anether or
not you are required to file a:ax return,Under seotien 3:n6,pryer;
roust generally withhold a percomace of ta�au;e imarest.dimdono,anti
certain other payments to a payee who does my yice a TIP!to:hr.nave,
Certain penalties may also apply for oroviciny:arse or trmxhtlen!
information.