Loading...
HomeMy WebLinkAboutUS Wheel Corp - 2020-08-21 Docusign Envelope ID:28331C10.8873-4869.9766-89DM8073C55 GRANT AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND us wheel Corp. This Grant Agreement ("Agreement") is entered into this 44f_ day of ACYkWjTfM (CITY WILL INSERT EFFECTIVE DATE) ("Effective Date"), by and between the City of Huntington Beach, a California municipal corporation and Charter City ("City"), and Eliot Mason ("Grantee"). Who is a: (Check One) California Corporation or LLC or ❑sole proprietorship) ,and the owner of US wheel carp located at 1S702 Producer In hb ca 92649 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"), 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 (otpoo (CITY WILL INSERT DOLLAR AMOUNT) 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. Page 1 DocuSign Envelope ID:28331 C l O-8673-4869-9766-89DOEB073C55 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 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 Click here to entvi text. Page 2 DocuSign Envelope ID:28331C70-8673-4869-9766-89DOEB073C55 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 Click here to cater n:a. Page 3 DocuSign Envelope ID:28331C10-8673-4869-9766-89DOEB073C55 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: Click here it, enter tc.V. Page 4 DocuSign Envelope ID:28331C10-8673-4869-9766-89DOEB073C55 Eliot Mason or u5wheel corp Payment to be made to (must match W9): us wheel corp Insert Grantee Business Name Address Payment to be mailed to 15702 producer In hb ca 92649 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. Click here to enter Ic..t. Page 5 DocuSign Envelope ID: 28331C10.8673-4869-9766-89DOEB073C55 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. 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. [SIGNATURES ON NEXT PAGE] Click here to enter test. Page 6 DowSign Envelope ID 28331Cio-86734869-976&89DOEB073C55 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY OF IJUNTINGTON BEACH, CITY ATTORNEY'S OFFICE A Calif m nicipal corporation Date: �' - � _ Date: By: By: 6-Michael Gates Oliver Chi City Attorney City Manager ATTEST:p GRANTEE Date: i Date: e/13i2020 President Robin Estan)sffiu Name ity Clerk V Officer Title Date: By: Name Officer Title [END OF SIGNATURES] [Abstract] DocuSign Envelope 10:28331C10-8673-4869-9766-89DOEB073C55 Form W"9 Request for Taxpayer Give Form to the (Rev.October 2018) Identification Number and Certification requester. Do not Delxmmera of the T :ry send to the IRS. Inmmd Ravens Service ►Go to www.irs.gov/ForrnW9 for instructions and the latest information. 1 Name(as shown on your income tax reborn).Name is required on this fine;do not leave tho fine blaric us wheel Corp 2 Business name/disregarded entity name,if different from above us wheel corp 3 Check riate fox for federal tax das5ificetion of the m aPPrvP perm whose name is entered on fine 1.CI»dc only one of the 4 Exemptions(codas apply arty to following seven boxes. certain antibes,not individuals:see a instructions on page 3): o ❑ hdividualtsde proprietor or ❑ C Corporation ® S Corporation ❑ Partnership ❑T"ttestalo o singleynembar LLC Exempt payee code 6f ay) .ZN't ❑ Limited liability company.Enter the lax classification(C--C corporation,S•S corparafim.P.Pwtncrship)► `o Now:Check the appropriate box in the line some to the tax classification of the single-member owner. Do not check Exemption from FATCA reporting LLC 0 the LLC is classified as a singWatember LLC that is disregardod from the owner unless,the owner of the LLC is another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that code(it aryl c is disregarded from the owner should check the appropriate box for the tax classification of its owner. yV ❑ Other(a"inatructiens)► 4ypwsm•mvnamanaYm zaur tt•USJ 5 Address(number,stree(and apt.or auto no.)See instructions. Requester's name and address(optional) 15702 producer In a City,state,and ZIP code hb ca 92649 7 list accord number(s)here(optional) Taxpayer Identification Number IN Ester your TIN in the appropriate box.The TIN provided=at match the dame given on line 1 to avoid Social bamrity number backupresident withholding.Forop Individuals,this Is general,your soda)security ebony number(SSN).However,for a resident alien,ails proprietor,or disregarded entity, sae the Instructions for Part I,later.For other W entitles,it is your employer Identlficaticn number(EIN).If you do not have a number,see How to get a TIN, later. Or Note:If the an-camt 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. 33 _ 02 3974 Certification Under penalties of perjury. I certify that: 1.The number shown on this form Is my correct taxpayer Identification number(or I am waiting for a number to be issued to me);and 2.1 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 or 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 codes)entered on this form(if any)indicating that I am exempt from FATCA reporting Is correct. Certification instructions.You must cross out item 2 above tl you have been notified by the IRS that you are currently subject to backup withholding because you have faded to report all interest and Avldends on your tax return. For real estate transactions.Item 2 does not apply.For mortgage Interest palci, acquisition or abandonment of secured property,cancellation of debt,contributions to an Individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part II,later. Sign Signature of r Here U.S. ato /13/2020.parson �try7< YNbS9 D � tennosatenxee.". •Form 1099-DIV dividends,Including those from stocks or mutual General Instructions ( 9 credal Section references are to the Internal Revenue Code unless otherwise •Form 1099-MISC(various types of Income,prizes,awards,or gross noted. proceeds) Future developments. For the latest Information about developments •Form 1099-B(stock or mutual fund 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/FormW9. •Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) 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(turition) identification number(TIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(ITIN),adoption taxpayer identification number(ATIN),or employer Identification number • Form 1099-A(acquisition a abandonment of seared property) (EIN),to report on an information return the amount paid to you,or other Use Form W-9 onty if you are a U.S.person(including 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. If you do not return Fart W-9 to the requester with a TIN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding, late. Cal.No.10231X Form W-9(Rev.10-2018) DocuSign Envelope ID:28331C10.8673.4869-9766.89DOEB073C55 Pam W-9 01ev. 10-201fg f':rye Q 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 scholarship income received by a Chinese number to be issued), student temporarily present in the United States.Under U.S.law,this 2.Certify that yell are not subject to backup withholding.or student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However,paragraph 2 of 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. 19&4)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.Cattily that FATCA code(s)entered m this form(f 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 form 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 form if appropriate completed Form W-8 or Form 8233. it is substantially similar to this Form W-9. Backup Withholding Detinitiah 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 240/6 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 States; 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.Padnerships 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 if 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 dividends m 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 fumish your TIN to the requester, United States,provide Form 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 fumished an incorrect TIN, partnership for purposes of establishing its U.S. status and avoiding 4.The IRS tells you that you are subject to backup withholding withholding on 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 no 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 trust and Certain payees and payments are exempt from backup withholding. not the trust;and See Exernorpayee 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 Special miss forpartnerships, 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 Form W-9.Instead,use the appropriate Form W-8 or Form 6233(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 permits. 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, a later,and the Instructions f the Requester of Form or eliminate U.S.tax on certain types of income.However,most tax W-9 for Mae information. treaties contain a provision known as a"saving dause."Exceptions Updating Your Information specified in the sawing clause may permit an exemption from tax to p g continue for certain types of income oven 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 if 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 Fam W-9 it 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 Iram tax as a nonresident alien. grantor trust dies. 2.The treaty article addressing the intone. Penalties 3.The article number(or 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 antl amount of income that qualities for the exemption requester,you are subject to a penalty of S50 for each such failure from tax. unless your failure is due to reasonable cause antl 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:28331C10-8673-4869-9766-89DOEB073C55 Fam W-9(Rev.10.2018f layl„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(11) including fines and/or imprisonment. Misuse of TINS.It the requester discloses Of 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 coman Line 1 individual and d disregarowned ded for U.S. You must enter one of the following on this 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 Form 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 ffl)),list first,and then • LLC that has filed Fain 8832 or (P= Partnership;C=C corporation; circle,the name of the person or entity whose number you entered in 255310 be taxed as a corporation, or S=S corporation) Part I of Form W-9.If you are providing Form W-9 to an FFI to document a a joint account,each holder of the account that is a U.S.person must . LLC 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. It the ovner 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 Fam W-7 application,line 1 a.This should also be the same as the • Trust/estate 1 Trust/estate name you entered On the Form 1040/104OA/1040EZ you filed with your Line 4, Exemptions application. P 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 1040/1040NI040EZ 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 payoe 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 hen backup d. Other entities.Enter your name as shove 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 m the w Corporations are not exempt from backup withholding for payments charter a other legal document creating the entity.You may enter any made in settlement of payment card or third party network transactions. business,trade,a DBA name on line 2. • Corporations are not exempt from backup withholding with respect to e. Disregarded entity.For U.S.federal tax purposes,an entity that is attomeys'lees a gross proceeds paid to attomeys,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). Enter to payments reportable on Form 1099-MISC. the owner's name on line 1.The name of the entity entered on line 1 should never be a disregarded entity.The name on line 1 should be the The following codes identify payees that are exempt from backup name shown on the income tax return on which the intone should be withholding. Enter the appropriate code in the space in line 4. reported.For example,if 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(0)(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 agencies 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 govemment or any of its political subdivisions,agencies, This is the case even it the foreign person has a U.S.TIN. or instrumentalities Line 2 5—A corporation 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 9—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 tmst exempt from tax under section 664 a described in section 4947 DocuSign Envelope ID:28331C10-8673-4869-9766-89DOeSO73C55 Fnm w-9lAov.10-2018) Pn9u 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 form to determine whether the FATCA code and/or 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 i l 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 wdl be used until the payor 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 Part I. Taxpayer Identification Number (TIN) Payments over 5600 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 $5,000, individual taxpayer identification number(ITIN).Enter it in the social security number box. It you do not have an]TIN,see Ho•.v to get a TIN Payments made in settlement of Exempt payees 1 through 4 below. payment card or third party network If you are a sole proprietor and you have an EIN,you may enter either transactions your SSN or EIN. 1 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 followi ng 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'fees,gross proceeds paid to an attorney reportable under section 6045(t),and Note:See Mat Name and Number To Give the Requester,later,tar payments for services paid by a federal executive agency. further ciarification of name and TIN combinations. Exemption from FATCA reporting code.The following codes identify How to get a TIN. 1 you do nor 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 for a Social Security apply to persons submitting this to"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,if ivvrv1.SSA.gov.You may also get this form by calling 1-800-772-1213. you are only submitting this tam for an account you hold in The United Use Form W-7,Application for IRS Individual Taxpayer Identification States,you may leave INS field blank.Consult with the person Number,to apply for an tTIN,or Form SS-4.Application for Employer requesting this form it you are uncertain if the financial institution is Identification Number,to apply for 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 website at mmixlrs.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 indication)written or printed on the line for a FATCA Business.Go to vrvv.irs.gov/Forms to view,download,or print Form exemption code. W-7 and/or Form SS-4. Or,you can go to wnvw.irs.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 50Ila)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 a 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 subdi0sions 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(c)(1)(i) payments.The 60-day rule does not apply to other types of payments. You will be subject to backup wilhholdirlg 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 Regulations section 1.1472-1(c)(1Xi) Note:Entering F—A dealer in securities,commodities,or derivative financial -Applied to For"means that you have already applied for a TIN or that you intend to apply for one soon. instruments(including that isre notional principal contracts,futures•forwards,icedCaution:A disregarded U.S.entity that has a toreign Omer must use and options)that is registered as such under the laws of the United the appropriate Form W-6. States or any state G—A real estate investment trust Part 11. Certification H—A regulated investment company as defined in section 851 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 Form W-9.You may be requested to sign by the Company Act of 1940 withholding agent even it item 1,4,or 5 below indicates otherwise. I—A common trust fund as defined in section 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 from tax under section SFyt or described in section code,earlier. 4947(aXl) Signature requirements.Complete the certification as indicated in items 1 through 5 below. DocuSign Envelope ID:2833tC10-8673-4869-9766.89D0'eB073C55 Iran VJ-9 Iles. 10 2018) Irate rJ 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. la Acrrxmnvith iho uelwrrneru of the public entity You must give your correct TIN,but you do not have to sign the certification. Aquailtae in the name of a public entity(such as a state x local 2.Interest,dividend,twoker,and barter exchange accounts govammmt,scowl ev tucl.or Opened after 19B3 and broker accounts considered inactive during prismi)that ueceivess aimadlural 1983.Yo1 must sign the certification a backup withholding will apply. If program puylmmts you are subject to backup withholding and you are merely providing your correct TIN to the requester,you must cross Olt item 2 in the 15.GrUmOt best Mint Under Iho Fm m The oust certification before signing the form. ILA Fibre,W111M or IN,oplio will o 3.Real estate transactions.You must sign the certification.You may I°elm uuJ Filing kdo1K4 2(x., cross out item 2 of the certification. Ikymatms-v..;eon 7.G714p,)(Tjp)pt)1 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 fumish. have to sign the certification Unless you have been notified that you If oily one 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 2 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 '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 or the"Business name/disregarded entity' card and third party network transactions,payments to certain fishing name line.You may use either your SSN or EIN(1 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 and circle the name of the trust,estate,or pension Imst.(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), dries forpartnershios, 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 I.Iry IVIdU d the aNrvidmd such as your name,SSN,or other identifying information,without your 2. rvm of more individuals(Joint -file actual owner of the account or.if permission,to commit fraud or other crimes.An identity thief may use acaxmg other Than an account rambin,al tends,the last individual on your SSN to get a jab or may file a tax return using your SSN to receive maintained by au FFl theacceem! arefund. 3.live or move U.S.pasaa [act bolder of the account To reduce your risk: fjoinl account maintained by an FFIf •Protect your SSN, .1.Cuslo hal account o1 a minor [lie mina •Ensure your employer is protecting your SSN,and (uniform Gat to Minas Ac) •Be careful when choosing a tax preparer. 5.a.the usual rwa;abe savings nwt Ibe If your tax records are affected by identity theft and you receive a (grail.is also trustee) notice from the IRS,respond right away to the name and phone number b.So abed rust aa:amt that m not The achnl myner' printed on the IRS notice or letter. a legal or valid Rust undo state law If your tax records are not currently affected by identity[heft but you 6.Sole pwpietrxship of disrn pafI A the evvnel think you are at risk due to a lost or stolen purse or wallet,questionable cooly ovmeJ by an irxwvtu:l credit card activity or credit report contact the IRS Identity Theft Hotline 7.(tant«trust ldirng under Optimal The grantor' at 1-600-908-4490 or submit Form 14039. Form 1099 Fihrnl rdelhod 1 (sea For more information,see Pub.5027.Identity Theft Information for Remli lions section 1.811-.1(b)(nn Taxpayers. fA)) Victims of identity theft who are experiencing economic hams or a For this type of accent: Give name and EIN of: systemic problem, or are seeking help in resolving tax problems that 8.LFsrega,ded entity not owned by an The ovine, have not been resolved through normal channels,may be eligible for individual Taxpayer Advocate Service(fAS)assistance.You can reach TAS by 9.A valid trw2.esl ate,of peosfmn oust Legal entity" calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. 10,Cope,ubm a LLC clectiunl the caporalim Protect yourself Item suspicious entails or phishing schemes. corporate status on Form a832 of Phishing is the creation and use of email and websites designed to Fan,2553 mimic legitimate business emails and websites.The most common act 11.Association,du,,rebglo,s, -life orgzn,,fdiw is sending an email to a user falsely claiming to be an established cicnilabte,educational,or omit tax- legitimate enterprise in an attempt to scam the user into surrendering exohgN organl.alior, private information that will be used for identity theft. 12.Partnoelsp ar nwlti-mmhbe,LI.0 the patmxslip 13.A broker a regedmol neouroo the Woke,or nominee DocuSign Envelope ID:28331 C10-8673-4869-9766-89DOES073C55 Form w-0(Rw, 10.201E� 1-"ye 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,or other financial accounts, correct TIN to persons Iineluding federal agencies)who are required 10 If 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 phfshing0irs.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 property to the Treasury Inspector acquisition a abandonment of secured property;the cancellation of General for Tax Administration(TIGTA)at 1-800-36G4484.You can debt; a contributions you made to an IRA,Archer MSA,or HSA. The forward suspicious emails to the Federal Trade Commission at person collecting this form uses the information on the form to file information returns with the IRS,reporting the above information. spam*uce.gov or report them at v"nv.ftc.gov/canplainf. You can Routine uses of this information include giving a to the Department of contact the FTC at ommi-ftc.gov/idthaft a 877-IDTHEFr(877-438-4338). ,justice for civil and criminal litigation and to cities,states,the District of If you have been the victim of identity theft,see vpI a identffyTheft.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 iWi l.irs.gov/IdentityTWt to learn more about identity theft and colmtries under 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 retum. 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.