HomeMy WebLinkAboutPachuco's Hot Dogs - 2020-10-20 (2) GRANT AGREEMENT
BETWEEN THE CITY OF HUNTINGTON BEACH AND
fiN
This Grant Agreement ("Agreement") is entered into this •
�� day of
v? (CITY WILL INSERT EFFECTIVE DATE) ("Effective Date"), by and
between the City of Huntington Beach, a California municipal corporation and Charter
City ("City"), and 1 i �-� oc ire_2, ("Grantee"). Who is
a: (Check One) L._iCalifornia Corporation or LLC or Xlsole proprietorship) ,and the
owner of �� 1\Ot 70 0( .) located at
Ave_nvcL. - A � i �n(� - c ci2 it
City and Grantee are tit times individually referred to as "PaPty" and collective) as
"Parties" herein. y
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 4447./000°-� (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
•
3. RESTRICTIONS ON USE OF FUNDS
• .3.1. The Grant .FUridS are :subject to the following expenditure 0Ohdit1on8
CAPP:Ned Uses ).
„ . ,
3:1,1. The'Graht.FUndS !shall, be expended 010/ or the purposes proVided •iti
section.8:1,2 and imust be,incurred during the period of March '1, 2020 and '
December 1,-2020; -
Grant Fund8 may be:Used for working papitO1 to dciVer the business's day-
to-day business operating expenses such =08 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 ,p10)(iglaSS partitions
(hereinafter'Eligible Expense");:
3;1 The Grant,Funds shall not be:Used'for any aOtiVity 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(o)(3) of the Internal Revenk.ie 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 shell 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-Shell pay'for the
ineligible eXperises 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,
34. Grantee and City expressly agree,thet any Grant POrids that are,nott.ised for
,Eligible Expenses by December 1, 2020, shall be returned-to City by the Grantee
by'December 11, 2920; or within ten (10) days:of the City'notifying the Grantee
that the expenses are ineligible; aS:further set forth in e,c;tion 8.1.
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 Al all tiMOS•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,,ondra00OuntS'(collectively, "Boas and
Records")in Whip!" Shall be entered fully and accurately all trahsactionslakenWith
CAM:here slo of..6r(Oxt,, - Page 2
respect to th.,0 eXpenditUre Of the Grant FUnds-, 'Grantee,shall make available to
city ch 13oOlsaand Records within ten (1:0)'calendardays of the City's re6uest,
4-.2. Grantee will be responsible for providing documentation, including receipts, to the City jthat 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 (1o):ce)encior days.
4.3. City reserveS the right to designate it$ 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 Agreernent. Any such audit(s)',shall be
undertaken by City 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
budgettto-actual-cornparisons,
' ,4 5 All Approved Uses shall,. be performed .by ''•Orpritee, or under Grantee's
SuperviSlon. '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
diSPipline under simifar Circumstances.
5. USE OF GRANT FUNDS
$.1. The Grant Funds Shall:be Used solely by Grantee lot the Approved'Use§ 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 10 return the.:Grant' Funds to City within ten (10)
days."
INDEMNIFICATION
6:1. TO theft,Hest extent iperinitted by jaw, ,dfantea shall indemnify, 'defend
and hold harmless City, its City Council, boards 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, cOtts, and expenses (including, without
attorney's fees, disbursements and court costs) of every kind and nature
whatsoever (indiVid4ally, Clairit collectively, which may arise
Click 1ieN,to eptig It'. Page 3
,
from Orin any manner relate(directly Or indirectly)to misrepresentetiOt by
Grantee,the expenditure of Grant Funds, the Application, or the Agreement
(including the negligent andfor 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 theni,Or for whose;actS they May be liable or anY Or all Of thorn),
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
iIndemnified Parties. Nothing in this indemnity shall be construed as authorizing
any award of attorney's fees in any :potion on,or to enforce the terms of this
P‘greement. This indemnity'shell 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 arnpkint of indetrinificatiOn to be provided by Grantee..
7: PROHIBITION AGAINST TRANSFERS
Grantee 'shall not assign, sublease, hypothecate or transfer this Agieement or anyof 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.
O. NOTICES
8,1, All notices, dernands, requests or approvalS to be gen'uncle!"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 pity „shall be
addressed,tote,City at:
Attn: City Manager
City of Huntington Beach
2Q00 Main Street
HUntingtan Beach, 6A 92648
3.3. All notices, demands, requests or approvals from City to Grantee shall be
addre88ed to Grantee,at:
C1i
ilort ,to enter tO,t. Page 4
Trek Goa ay) Z.__
ppyrnpoo be made to (myst matdh VV9):
Insert Grantee Business Name -
„;
Address Payment to be Mailed to 3)2, e-1,77 , I • -1
)
Vt)r> v5eo.,ch
S. TERMINATION
9.1.The City may terrhiriate thiS Agreement by providing 'Grantee with three (a)
calendar days' notice of termination, in Writing,
9.2.Specific PerfOrMande. 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.
1O..STANDARD PROVISIONS
10.1. Recitals. City and Grantee acknowledge that the above Recitals are true and
correct arid are hereby indOrporated refetende into this Agreement.
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 re4oppning.
Any'dispute regarding this contractual agreement shall have a Venue Of Orange
tenirity.
10.3. Waiver.. A waiver by either- Party,of any breach, of;any term, covenant or
condition contained r 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 Contradt. 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.
105. 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.
10.5. Interpretation. The terms,Ot this Agreement Shall be tOnstryed'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.
, . 2
lier2 eiitc:ft6t.. Page 5
Amendrheritt. 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;lanylerrn or portion of this Agreement is held to be invalid, illegal,
Or otherwise unenforceable by a c9utt,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 EMoloyment. Grantee represents that it is an equal
. _
.opportunity employer and it shall ,not: discriminate against any contractor,
employee or applicant for employment because of tape, religion, color, national
Origin,.handicap,:ancestry, sex or age Or any otherimperrnissible basis under law.
10.11: NO_AttOrne\i'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,
10112. 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 Funclt:
10.13. COunterPaitS. 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 serne instrument.
• OGNATURES ON NEXT PAPP
Click here to Oita toxt. Page:6
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 ATTORN Y'S OFFICE A Californi mun ipal corporation
Date: /0/=)0/J0 Date: to I Zo
I 11;6z_C____,—e,L
By:
cr, Michael Gates Oliver Chi
City Attorney City Manager
ATTEST: GRANTEE
Date: ,012/0/90 /
Date: 9 / 2. 0
By: By:
/ Robin E • , Name
)7 --City CI rk Officer Title
Date:
By:
Name
Officer Title
[END OF SIGNATURES]
[Abstract]
Form W-9 Request for Taxpayer Give Form to the
(Rev.October2018) Identification Number and Certification requester-Do not
Department of the Treasury send to the IRS.
internal Revenue Service ►Go to www.irs.gov/FormW9 for instructions and the latest information.
1 Name(as shown or ur income tax return).Name i required on this line;do not leave this line blank.
) 'pc �O Ln�Z
2 Business name%disregarded entity name,if differ nt ffroomabove
,,,fir
TPealt3C 095 t + /O
`, 3 Check, ra riate box.for federal tax classification of theperson w-moose name is entered on line 1.Check onlyone of the 4 Exemptions(codes apply onlyto
aPP P� P� PP Y
c following seven boxes. certain entities,not Individuals;see
D. instructions on page 3):
o ig IndividuaVsole proprietor or 0 C Corporation 0 s Corporation ❑ Partnership 0 Trust/estate
aise single-member LLC Exempt payee code(if any)
ao
o ❑
Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)►
S 2 Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Da not check Exemption from FATCA reporting
c 'Ili LLC if the LLC is classified as a.single-member'LLC that is disregarded from the owner unless the owner of the LLC Is
T. C another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC.that code(if y}
an
a' ,0 is disregarded from the owner should check theeppropriate box for the tax classification of its owner.
a; 0 Other(see instructions)► (Applies to accounts auenta rted wan the U.S)
co 5 Address(number,street,and apt,or suite no.)See instructional Requester's name and address(optional)
so
a) 2çbAvenue. -- Apt.- q
6 City,state,and ZIP'co)1'\li dr; OA\Cn e5risCVN ‘ CPI (kz .
7 List account number(s iig e(optional) p
Part I Taxpayer Identification Number(TIN)
Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number I
backup withholding.For individuals,this is generally your social security number(SSN).However,for a
1 }
resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other 1entities,it is your employer identification number(EIN).If you do not have a number,see How to get a . . '_' - 'I _ ',. •i' 1,
TIN,later, or
Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and Employer identification number
Number To Give the Requester for guidelines on whose number to enter.
Part II Certification
Under penalties of perjury,i certify that:
1.The number shown on this form is my correct taxpayer identification number(Sr I am waiting for a number to be issued to me);and
2.I 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 as U.S.citizen or other U.S.person(defined below);and
4.The FATCA code(s)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 if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividers s on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid,
acquisition or abandonment of secured prope cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments
other than interest and dividends,you are not r uired to sign the certification,but you must provide your correct TIN.See the instructions for Part iI,later.
Sign Signature of Here U.S.person> r. ." Date II- 4Z
General Instructions •Form 1099-DiV(dividends,including those from stocks or mutual
funds)
Section references are to the Internal Revenue Code unless otherwise •Form 1099-M1SC(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 www.irs.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(tuition)
identification number(TIN).which may be your social security number •Form 1099-C(canceled debt)
(SSN),individual taxpayer identification number(ITIN),adoption •Form 1099-A(acquisition or abandonment of secured property)
taxpayer identification number(ATIN),or employer identification number
(EIN),to report on an information return the•amount paid to you,or other Use Form W-9 only if you are a U.S.person(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 Form 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,
later.
Cat,No.10231 X • Form W-9(Rev.10-2018)
Form W-9(Rev.10-2018) Page 2
Sy signing-thefilled-out form,your Example.Article 20 of the U.S.-,China income tax treaty allows an
1.Certify the TIN you are giving is correct(or you are waiting fora 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
student will become a residentelien for tax purposes if his or her stayin
2.Certify that you are not subject to backup withholding,or the-Uriited'States exceeds$calendar years.However,,paragraph 2 of
3.Claim exemption from backup withholding if you are a U.S.exempt the first Protocol to the U.S.-China treaty(dated April 30,1984)allows
payee.if applicable,you are:also certifying that as a U.S:person,your the,provisions of Article 20 to continue to apply even,afterthe Chinese
allocable share of any partnership'income from a U.S.trade orbusiness 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 en this exception to claim an exemption_from tax
4.Certify that FATCA code(s)entered on this (if-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'Fenn 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 similarto this Form W-9. Backup''Withholding
Definition of a U.S.person.For federal°tax'purposes,you are
considered a U.S.person,if you are: What Is backup withholding?Persons making certain payments to you
An individual who is a U.S,citizen or US.resident alien; must under certairi.conditions withhold and pay to the IRS 24%:of such
payments:This is called"backup withholding. Payments that may be
•.A partnership,corporation,company,or association created'or ,subject•to,backup withholding include interest,:tax=exempt:interest,
organized in the United States or under the laws of the United States; dividends;broker and barter exchange transactions,rents,royalties,
•An estate(other than a foreign estate);or 'nonernployee pay,payments made in settlement of payinent.card and
•A domestic trust(as defined.in.Regulations•section 301.7701-�.. third party network•transactions,and certain payments from fishing boat
operators.Real.estate transactions are not subject to backup
Special rules-for partnerships.Partnerships that:conduct a trade or .withholding.
business in the United States are generally required to pay withholding You will not tie subject to backup withholding on payments you
fax under section 1446 on any foreign partners'-share of effectively receive if give the requester your correct TIN,make the proper
connected taxable'incomefrom such business.-Further,in certain cases er tion%u and. report all requester
r'toxable interest and-dividends on your
where;a Form W79 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,ifyou are a US.person Payments you receive will be subject to backup withholding if:
that is a partner in a partnership conducting a trade or business the 1 You do not furnish your'TiN to the
United States,provide Fenn 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;folfoWing person must give Form W-9 to the 3.The IRS tells the requester thatyou furnished an incorrect TIN,
partnership'for purposes of establishing'its U.S.:status and avoiding 4.TheiRS 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 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 entityand not the entity; ;backup withholding,under 4 above(for reportable interest and dividend
•In th'e.case of a grantor trust with'a'US:granter 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 pare exempt'from backup withholding:
not the trust;and See Exempt payee code,•later;,and the separate Instructions for the
s In the caseof a U.S.trust(other thane grantor:trust),,the U.S.trust Requester of Form W 9 form*information.
(other than a grantor trust)andnot the beneficiaries of the trust. Also see Special rules for partnerships,earlier.
Foreign person.If you area 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 8233(see The Foreign Account Tax,Compliance Act(FATCA)requires a
Pub.'51'5,'Withholding of Tax on Nonresident Aliens and Foreign participating foreign financial institution to report all United States
Entities), account holders that are specified United:States persons:Certain
Nonresident alien who-becomes a resident alien.Generally,only a Payees are.`exempt from FATCA reporting.SeeExernption from FATCA
nonresident alien individual may use the terms of a tax treaty to reduce reporting code, later;and the Instructions for.the Requester of Form
or eliminate US.tax on certain typesof income.However,most tax W 9 for more information:
.treaties contain a provision known as a'"saving clause"-Exceptions Updating Your Information
specified in the saving clause may permit an exemption from tax to
continue for certain types of income even•after the payee has otherwise You must provide updated information to any person to whom you
become a US.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 frormthis
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 e statement you area Ccorporation that•elects to be an S corporation,or if you no
to Form W-9 that specifies the following fivwitems, longer are tax-exempt,In'addition,you must furnish a new Form W-9 if
1.The treaty country.Generally,this must be the same:treaty under the name or TIN,changes for the account;for example,if the grantorof'a
which you claimed exemption from tax as a'nonresidenit alien. grantor.trust dies.
2.The treaty article addressing the income. 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 and amount of income that qualifies for the exemption requester,you'are subject toe penalty of$50 for each such-failure
from'tax. unless your failure is due to reasonable cause and not to willful neglect.
.5.Sufficient facts to justify 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$500 penalty.
-Form W-9(Rev.10- 018) Page3
: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
including fines and/or imprisonment.' a(n).:.
Misuse.of TINs.if the requester discloses or uses.TlNs 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
company(LLC)owned by an
Line 1 individual and disregarded for U.S.
You must-enter one bf 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(FFI)),list first,and"then • LLC that has filed Form 8832 or (P=Partnership;C=C corporation;
circle,the name of the person or entity whose number you entered in 2553 to betaxed-as a corporation, or S=S corporation)
Partl of Form W-9.If you are providing Form W-9 to an FFI to document of
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.if the owner is another LLC that is
you have,changed your last.name without informing the-Social Security hot'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:ITIN applicant:Enter,your •individual name as it was entered on ' Partnership Partnership
your Form W-7 application,line la.This should also be the-same as the. • Trust/estate Trust/estate
name you entered-on the Form 1040/1040A/1040EZ you filed with your Line 4, EXe- t1
application. p mans
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 1040/1040A/104OEZ 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 i xernpt payee code.
corporation,or S corporation.Enter the entity's name as shown on the • Generally;individuals(including sole proprietors)are not exempt from
entity's tax return on linel and d any business,trade,or D_BA name,on backup withholding.
line'2. • ,Except as provided,belew,,corporations:are exempt from'backup
d. Other entities.Enter your name as shown on required U.S.federal Withholding for certain payments,including interest and dividends.
tax documents.on line 1.This name should match the name shown on the • Corporations are"not exempt from backup withholding for payments
charter or other legal document creating the entity.You may enter any .made-in settlement of payment"card or third party network transactions.
business,trade,or DBA name;on line 2.
•• Corporations are not exempt from backup withholding with respect to
e. Disregarded entity.ForU.S.federal tax purposes;an entity that is
,attorneys fees"or gross proceeds paid to attorneys,and corporations
disregarded as_an entity eeperate-from its owner is treated as a that'provide medical or healthcare services are not°exempt with respect .
disregarded entity:" See Regulations section 301.7701,-2(c)(2)(iii).Enter
to payments reportable on Form 1o99-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 income 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(b)(7)if the account satisfies‘the
person,the U.S.owner's name is required to be provided on line'1.-If 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. 3—A state,the District of Columbia,.a U:S.cominonwealth or
'disregarded entity's name on line 2;`•'Business name/disregarded entity
name."If tne.owner of the disregarded entity is a foreign person,the possession,er any of their political subdivisions or instrumentalities
owner must complete.an appropriate Form W-8 instead of a Form W-9. 4=A foreign government or any of its political subdivisionsgencies;
This is the case even,if the foreign person has a U.S.TIN. or instrumentalities
Line 2 5—TA corporation
If you have a business.name,trade name,DBA name;ordisregarded. 6--A dealer in securities;or commodities required to register in the
entity name,you may,enter,it on line 2.. United States,the DietriCt'Of Columbia,or a U.S.commonwealth;or
.possession
Line 3 7—A futures commission merchant registered With the Commodity
Check the appropriate box on line 3 for the U.S.federal tax Futures Trading Commission
classification of the person-whose name is entered on"line.1.Check only 8—A real.estate investment trust
one box on line 3. 9—An-entity registered at all times during-the talc year under the
Investment Company Act-of 1940
.10—A common`trust fund operated by'a bank under section 584(a) ,
11—A financial'institution
12—A middleman known in the investment community as a nominee or
custodian
13—A trust exempt from•tax under section 664 or described in-section
4947
:Fort W-9(Rev.10-2018) Page 4
'The following chart shows types'of_paynients'that may be exempt ,M=A tax exempt trust,under,a_ se•cti•on 403(b)plan or.section 457(g)
-frond 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 exempt this 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 nurnb'er).
Broker transactions Exempt payees I through 4 and 6 This is where the requester of this Form W-9'will mail your information
. through 11,and all C corporations: returns.If this address'differs from the one the requester-already has on
S corporations must not enter an file,write NEW at the top.If anew address is provided,,there is still a
exempt payee code because'they chance the old address will be.used until the payer changes your
are exempt only for sales of address in their records.
noncovered securities,acquired Line.6
prier.to 2012: - ..
. Enter your city,state,and zip.code:
:Barter exchange transactions and Exempt payees 1 through 4
patronage dividends Part d. Taxpayer Identification Number'(TIN)
Payments over$600 required to be .Generally,exempt payees Enter your TIN in the appropriate box.If you are a resident alien and
reported and d rectsales over 1 through 52' you do not have and are not eligible'to get an SSN,your-TIN is.your IRS
$5,000' individual taxpayer identification number Enter it in the social.
• - security number.box.If'yoir do not have ari ITIN,see How to get a TIN
-Payments made in settlement of Exempt payees.l through 4 below.
payment card or.third:p'arty network 'If you area 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(or'EIN,if the owner has
z However,the:following payments made to a corporation and' one).Do not.enter the disregarded entity's EIN.If the LLCis.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;attorneys'fees,gross -
proceeds paid to.an attorney reportable under section 6045(f);and Note:See What Name'an I Number To Give the Requester, later,for
a ments for servicespaid by a federal executive agency. further clarification;of name and TIN combinations.
p.y..,,, 9 y
,Exemption from FATCA reporting code.The following codes.identify How.to get a TIN.If you do not have a TIN,apply for one immediately.
payees that are-exempt from reporting under FATCA.These codes To apply for'an SSN,get:Form SS,5;Application for a,Social Security
apply to,persons submitting this form 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 www.SSA.govo You may also get this form by calling 1-800-772 1213.
,you are,only submitting this form for an account you hold in the United Use Form;W-7;.Application for-IRS Individual Taxpayer Identification
States,you'Masi'leave this field blank.:Consult with the person Number,to'apply for an ITIN,.or Form-SS-4;Application for Employer-
requesting,this'form if you are uncertain if the financial institution is Identification Number,to apply for an EIN.You can apply for an EIN
subject these'requirements.Arequester may indicate that a code'is online,by accessing the IRS website at www.irs.gov/Businesses and
-9 with"Not Applicable"`(or clicking on Employer Identification Number(EIN)under Starting a
not required by providing you with a Form W
any similar indication)written or printed.on the line for a FATCA Business.,Go towww.irs.gov/Forms to view,download,or print Form
exemption code. W-7 and/or:Form SS-4. Or,you can go to www.irs.gov/OrderFomis to
.place an:order and have Form W-7 and/or SS-4 mailed,to you within 10
-A—An organization,exempt from tax under section 501,(a)or any ,business days.
individual.retirement planes defiried in section 7701(a)(37) If you are asked to complete Form We9 but do not.haVe a TIN,apply
B—The United States or any of its agencies or instrumentalities fora TIN,and,write"Applied For"in the space for the TIN,sign and date
mm
C—A state,the District of Columbia,a U.S.commonwealth or the form,.and give it to the requester.,For interest dividend
possession,or any of their political subdivisions or instrumentalities payments,and certain payments made with respect to readily tradable
D—A corporation the-stock of which is re9ularlytraded on one'or instruments;generally you will have.60 days to get a TIN and give'it to
more established securities markets,asdescribed in Regulations the requester befo•re you are.subject to backup withholding on
:section 1,1 472-1(c)(1)(i) payments:The 60-day rule•doesnot apply to other types of payments.
You will be subject to backup withholding on all such.payments until
E—A corporation that is r 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)(1)(i) Note Entering"Applied For'"means that you'have,already applied for a
F-A dealer-in securities,commodities;or derivative financial TIN or that you intend to apply'for one soon.
'instruments(including notional principal contracts futures,forwards,
.and options)that is registered as such under the la Wit of the United Caution:A disregarded,U.S.entity that has a foreign owner must use
States or any state the appropriate Form W-8.
'Q—A real estate investment trust Part IL 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 194g withholding agent even if 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).!tithe case of a disregarded entity,the
K—A broker person identified,online 1 must sign.Exempt payees,see Exempt payee
L—A trust exempt from tax Uridersection 664 or described in"section code,'earlier.
4947(a)(1) Signature requirements.Complete the certification es indicated in
items 1 through`.5 below:
:Form W=8(Rev.10-2018) Page 5
1.Interest,dividend,and barter.exchange,accounts opened For this type of account: Give name and EIN of:
before 1984 and broker accounts considered active during 1983•
You'must give your correct TIN,but you do not have to sign the 14.Account with the Department of , ' The public;entity
.certification. Agriculture in the name of a public
entity(such as a state or local
2:Interest,dividend,broker,and barter exchange.accounts government,schbol district,or
opened after 1983 and broker accounts considered inactive.during prison)that-receives agricultural '
1983.You must sign the certification Or backup withholding will apply.'If program payments
you.are subject to backup withholding and you are merely providing
your correct TIN to the requester,you must cross out'item 2 in the. 15:Grantor trust filing under the Form The trust
certification before signing the form. 1041 Filing Method or the Optional
3:Real estate transactions..You must sign the'certification:You may-
' 1 orm 109s.Filing Method 2(see
cross out.item 2 Of thecertification. Regulations section 1:671-4(b)(2)(i)(B))
4.Other payments.You must give your correct TIN;b`ut.you do-not i List first and circlethe name Of the person whose number you furnish.
-haveto sign the.certification unless:you have been notified that you If only 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.
payinents.made in the course of.the requester's trade'or business for ?Circle the minor's name and furnish the minces 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 on the"Business name/disregarded.entity"
card and third partynetwork•transactions,payments to certain fishing name line.You may use either your SSN or EIN(if,you have one),but the
boat crew members and fishermen,and gross proceeds:paid to IRS encourages you to use your SSN.
attorneys(including paymentsto.cbrporations): 4 List first and circle the name of the.trust,estate;or pension trust.(Do
5.Mortgage interest paid by you,acquisition or abandonment of not furnish the TIN.of the personal representative or trustee unless the
secured property,cancellation of debt,qualified tuition program legal entity itself:is not designated in the account title:)Also see Special
payments(under section 529),ABLE accounts(under section 52,9A), rules for partnerships,.earlier.
IRA,Coverdell ESA,Archer MSA or HSA contributions or *Note:The grantor also must provide.a Form W-9 to trustee of trust.
disfributionS,and pension distributions.You must give.;your.correct Note If no name is circled when more than one nameis.listed,the
TIN,,but you de 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'sorneone uses your personal information
1..;Individual The Individual such as your name,SSN,or other identifying information,without your
'2.Two-or more individuals Goint The actual owner of the account or,If permission,to Commit fraud or other crimes.An identity thief may use
account)other"than an account , combined funds,the-first individual on your SSN to get:a job or may file a tax,return using your SSN to receive
'maintained by an FFI the accounts a.refund.
3.Two or more U.S._persons Each holder of the account 'To reduce your risk:
(joint account maintained by an FF.I) •Protect your SSN,
4.Custodial account of a minor 'The minor2 -•Ensure,your.em'ployer is protecting your SSN;and
(Uniform Gift to Minors Act) •Be careful when choosing a tak preparer.
5.a.Theusual revocable savings trust The grantor-trustee'
� If your tax records'are,affected by identity theft and you receive a
(grantor is also trustee) notice from the IRS,respond right away to the name and phone number
b_'So-called trust account that is not The actual.owner printed on the IRS notice&letter.
,a'legal or valid trust understate law ,
If your tax records are'not currently affected by.identity theft but.you
6.Solo proprietorship or disregarded The,owners think you are at risk due to a lost or stolen,purse orwallet,questionable'
entity owned by an individual credit card'activity or credit report,contact the IRS.Identity Theft Hotline
7.Grantor Vast filing under Optional Tho grantor at 1-800-908-.4490 or submit Form 14039.
Form 1099 Filing Method 1 (see For more information,see Pub,5027,Identity Theft Information for
Regulations section 1:671=4(b)(2)(i) Taxpayers.
(A)) - . Victims of identity theft who are experiencing economic harm or a
Forth's type of account: Give name and EIN of: systemic problem,or.are seeking help in resolving tax problems.that
8.Disregarded entity not owned by an ' The'owner - - have notb"een resolved through normal channels,may be eligible for
individual Taxpayer Advocate Service(TAS)assistance:You can reach TAS by
9.A valid trust,estate,or pension trust L`egat eniity4 calling the TAS toll-free case intake line at 1-877-777-4778 or TTY%TDD
1-800-829-4059.
10.Corporation or LLC electing The corporation Protect'yourself from'suspicious ernails or.phishing schemes.
corporate statuson Form 8832 or Phishing is the creation and use of.email and websites designed to
Form 2553 mimic legitimate business ernails and websites.The most Common act
11.Association,club,religious, The organization is'sending an email to a user falsely claiming to be an established
charitable,educational,or.other tax- legitimate enterprise in en:attempt to scam the user into surrendering
exempt organization private information that will be used for identity theft.
12.'Partnership or multi-member LLC. The.partnership
13.A brokerpr registered nominee The broker or nominee
Form W=9(Rev.10-2018)
Page
The IRS does not initiate contacts with taxpayers via emails.Also,the privacy Act Notice -
IRS does not request,persgrial detailed information through email or ask
taxpayers for the PIN.numbere;passwords,;or similar secret,access Section 6109 of the Internal Revenue Code requires you to provide your
information for-their credit numbcard,Panic,or other financial accounts: correct TIN to;persons'(including federal agencies)who are required to
If you receive ari unsolicited email claiming„to be from the IRS, file information returnsWithto the IRS to,report interest,dividends,or
forward this message to phishing®irs.gov.You may also report misuse certainqu other income paidnt you; uted proage interestty;the youa paid;the
Of the IRS name,logo,or other IRS property to the Treasury Inspector debt or
contributions
of to an'I Archerproperty; :MSA,ncellation of
General`forTaxAdministration(TIGTA)at 1-800 366-4484.'Youcan pert;orcoectbgionsform Made toanf rmtion he formtoor 'The
forward suspicious emails to the Federal Trade Commission at person collecting this form uses the.i ting the a.on the i file
information returns,With the IRS,reporting aPove information.
spaitm@uce:gov,or report-them at.wwwi%ftc.gov/cornplaint You can Routine uses of this:information include giving into the Department of
contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT(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 www:ldentityTheft.gay Columbia,and U.S.commonwealths and possessions for use in
and Pub,50277 administering their laws.The information also may.be:disclosed tp other
Visit www.irs.gov/ldentityTheft to learn more about identity theft and countries under a treaty,to federal and state agencies to enforce civil
how to'reduce yourrisk. and criminal laws,or to federal law enforcement and intelligence
agencies to combat terrorism.,You must provide your TIN whether or
not you are required to file a tax return,Under section 3406,payers
must,generally withhold a percentage of taxable interest,dividend,and
certain other payments to a payee who does not give a TIN to the payer.
Certain penalties may also apply for providing false Or fraudulent
information.
•
•