HomeMy WebLinkAboutFully Executed PSA-*fi+KITTITAS COUNTY
AGREEMENT FOR SERVICES
This Agreement for Services (hereinafter "Agreement") is entered into by and between Kittitas County
(hereinafter "County"), a political subdivision of the State of Washington, and I PCS Structural Solutions ]
(hereinafter "Contractor").
The purpose of this Agreement is as follows: I On-Call consulting services related to Civil, Structural, and
Construction Engineering Services. The on-call contract will be for three years (3) with an opportunity for one one-
year extension if mutually agreed upon and approval is obtained by the Board of County Commissioners I.
The term of this Agreement shall be from the date of execution through Uune 2,2029 with an option of a
l year extension ], unless the Agreement is terminated early or its term is extended as provided herein.
The parties' addresses and points of contact for the administration of this Agreement are as follows
COUNTY CONTRACTOR
This Agreement includes the following, which are attached hereto and hereby incorporated by this
reference:
[ 205 W 5th Ave, Suite 105]
I Ellensburg, WA 98926 ]
lCharlie Smithl
I Program Manager ]
IAuditors Office]
I Charlie.Smith@Co.kittitas.wa.us ]
[ (sos)s62-7s30]
Attachment'?":
Attachment "8":
Attachment "C":
Attachment "D":
Attachment "E":
Attachment "F":
Kittitas County Agreement for Services (rev.5/La/251
Page 1 of 19
[ 1250 Pacific Ave, Suite 701]
ITacoma, WA 98402 ]
IWes Neeley ]
IAssociate Principal ]
I wneeley@-pcs-structural.com ]
l(2s3\383-27e7 |
Scope of Work
Compensation
lnsurance Requirements
General Terms and Conditions
W-9 (Contractor must complete and return to the County for payment)
Retirement Status Form (Contractor must complete and return to the County
for payment r/Contractor is an individual, as opposed to a corporate business
entity)
Wes N
Signature
Aes Neeleg
Printed Name
Associale Principol
2026-O61q
CONTRACTOR
Title
Date
by Wes N6eley
19 07:2O:24-07'OO'
Solulions,
KITTITAS COUNTY
BOARD COUNTY COMMISSIONERS
ABSENT
Commissioner
r
-/-7
cl of the
lN WITNESS WHEREOF, this Agreement has been executed by and on behalf of the parties through their
authorized representatives, effective as of the latest date written below.
Kittitas County Agreement for Services (rev.5h4/251
Page 2 of 19
ATTACHMENT"A"
SCOPE OF WORK
I To Provide on Call Engineering and Consulting Services
for Kittitas County l
Kittitas County Agreement for Services (rev. 5/7a/25)
Page 3 of 19
AfiACHMENT'8"
COMPENSATION
THE COUNTY WILL NOT PROCESS PAYMENT FOR SERVICES RENDERED UNDER THIS AGREEMENT UNTIL
CoNTRACTOR SUBMITS A COMPLETED W-9 (SEE ATTACHMENT "E"1.
As full compensation for satisfactory performance of the work described in Attachment " A" , and within
thirty (30) days of receiving Contractor/s itemized invoice, the County shall pay Contractor the following
amount(s) plus any applicable taxes as detailed in Contractor's ltemized price sheet attached.
Hourly rates are per the firm's fee schedule, effective April L, 2026, and are subject to adjustment each
October and April. Any adjustment requires written notice and mutual written consent prior to
implementation.
The County provides no guarantee that projects will become available'
Kittitas County Agreement for Services (rev.5/t4/251
Page 4 of 19
{I
Structural Solutions
S6atlle
Tacoma
Portland
101 1 Westem Avemre, Suite 810 I S€attl€, WA 98t04 12c6.292.5476
1 25O Pacific Avenuo, Suito 701 I Tecoma, WA 984U2 I 253.W3,27 e7
101 SW Main Stre€t, Suito 1602 lPodland, OR972O41ffi3'232.3746
www.pca-structural,com
Associate Principal, Principal, and Directors
Project Manager/Associate Engineer
Design Engineer/Project Engineer
CAD/BIM Technician and BIM Directors
Ad min istrative/Clerical
$200.00
..........1o
$250.00
$160.00
..........1o
$200.00
$130.00
..........1o
$160.00
$130.00
..........1o
$180.00
..$e0.00
..........1o
$120.00
ATTACHMENT"C,'
INSU RANCE REQUIREMENTS
Contractor shall secure and maintain in effect at all times during performance of work under this
Agreement such insurance as will protect Contractor, its employees, and agents from all claims, losses, harm,
costs, liabilities, damages and expenses arising out of Contractor's performance under this Agreement, including
but not limited to personal injury (including death) or property damage.
All insurance shall be issued by companies admitted to do business in the State of Washington and have
a rating of A-, Class Vll or better in the most recently published edition of Best's Reports unless otherwise approved
by the County. lf an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies
must comply with Chapter 48.L5 RCW and 284-15 WAC.
At a minimum, Contractor shall maintain and provide proof of the following selected options:
X Commercial General Liabilitv lnsurance
r Coverage limits not less than:
o $L,000,000 per occurrence, for all covered losses
r $2,000,000 general aggregate
o $L,000,000 products & completed operations aggregate
r $1,000,000 personal and advertising injury, each offense
. The policy must be endorsed to include the County and its officials, employees and agents
as additional insureds.
Commercial Automobile Liabilitv lnsurance
r Automobile Liabilityfor owned, non-owned, hired, and leased vehicles, with an MCS 90
endorsement and a CA 9948 endorsement attached if 'pollutants' are to be transported
r Coverage limits not less than:
r $1,000,000 combined single limit
Excess or Umbrella Liabilitv
r Contractor shall provide Excess or Umbrella Liability coverage of 55,000,000. This Excess
or Umbrella Liability coverage shall apply, at a minimum, to both the Commercial General
and Automobile lnsurance policy coverages. lf used to meet limit requirements, coverage
must be at least as broad as specified for underlying coverages, and must cover those
insured in the underlying policies.
. This requirement may alternatively be satisfied through Contractor's primary Commercial
General and Automobile Liability coverage, or any combination thereof.
. The policy must be endorsed to include the County and its officials, employees and agents
as additional insureds.
. Coverage shall be "pay on behalf", with defense costs payable in addition to policy limits.
. There shall be no cross liability exclusion precluding coverage for claims or suits by one
insured against another.
Workers' Compensation & Emplover's Liabilitv
r Contractor shall provide Workers Compensation and Employer's Liability insurance on a
state-approved policy form providing benefits as required by law with employer's liability
limits no less than $1,000,000 per accident or disease.
Professional Liabilitv / Errors and Omissions Liabilitv
' Coverage limits not less than:
o $1,000,000 each claimr Contractor must provide evidence of this coverage on a policy form appropriate to
Contractor's profession.
tr [ Other insurance coverage as deemed appropriate by either the County Risk Manager or the
assigned Deputy Prosecuting Attorney. Additional insurance types which the County may need to require (non-
exhaustive list): Cyber, Pollution, Aircraft, Watercraft, Liquor, Crime/Fidelity, SexualAbuse & Molestation, Jones
Act, Longshoremen/Harborworkers, Marine. l
Contractor shallfurnish to the County a Certificate of lnsurance, with endorsement where required above,
as evidence that policies providing insurance required by this Agreement are in fullforce and effect. Contractor's
insurance policies required above must apply on a primary non-contributing basis in relation to any other
insurance or self-insurance available to the County.
Contractor agrees to provide notice to the County at least thirty (30) days prior to cancellation, or any
material alteration or non-renewal, of any of the above-required insurance coverages.
Contractor shall have sole responsibility for ensuring the insurance coverage and limits required
herein are also obtained by any subcontractors.
NOTE: Notwithstanding any other provision(s) of this Agreement, no contract shall form under this
Agreement until and unless the following are provided to the County: (1) a copy of the Certificate(s) of
lnsurance with all required endorsements, properly completed and in the amounts required, and (2) where
requested by the County, a copy of the required insurance policies, including all required endorsements.
ATTACHMENT'D"
GENERAL TERMS AND CONDITIONS
1. Scope of Contractor's Services: Contractor agrees to provide to the County services as set forth in
Attachment "A". No materials, labor, or facilities will be furnished by the County, unless otherwise provided
herein. All work performed under this Agreement shall comply with applicable laws and regulations.
2. Accounting and Pavment: Com pensation to Contractor for services rendered under this Agreement
shall be as set forth in Attachment "8". Where Attachment "8" requires payment(s) by the County, payment shall
be based upon billings, supported unless provided otherwise in Attachment "B", by documentation of units of
work actually performed and amounts earned, including, where appropriate, the total number of hours for the
month and the total dollar payment requested. Unless specifically stated in Attachment "B", the County will not
reimburse Contractor for any costs or expenses incurred by Contractor in performance of this Agreement. Where
required, the County shall, upon receipt of appropriate documentation, compensate Contractor, no more often
than monthly, through the County voucher system, for Contractor's services pursuant to the fee schedule set forth
in Attachment "B". ln the event Contractor fails to perform any of its obligations under this Agreement within the
time specified herein, then the County may withhold all monies due and payable to Contractor until such failure
to perform is cured or otherwise adjudicated. The County will not process payment for services rendered under
this Agreement until Contractor submits a completed W-9 (See Attachment "E").
3. Taxes: Contractor understands and acknowledges that the County will not withhold Federal or State
income taxes from payments made to Contractor. Where required by State or Federal law, Contractor authorizes
the County to make withholding for any taxes other than income taxes (e.g., Medicare). All compensation received
by Contractor will be reported to the lnternal Revenue Service at the end of the calendar year in accordance with
applicable IRS regulations. lt is the responsibility of Contractor to make its necessary estimated tax payments
throughout the year, if any, and Contractor is solely liable for any tax obligation arising from Contracto/s
performance of this Agreement.
The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by
law. Contractormustpayall othertaxes,includingbutnotlimitedto:businessandoccupationtax;ortaxesbased
on (1) Contractor's gross or net income, or (2) personal property to which the County does not hold title. The
County is exempt from federal excise tax,
4. Independent Contractor: Contractor's services shall be furnished by Contractor as an independent
contractor, and nothing stated herein shall be construed to create a relationship of employer-employee or a
guarantee of future employment, Contractor acknowledges that its entire compensation under this Agreement
is specified in Attachment "B", and that Contractor is not entitled to any County benefits, including but not limited
to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or
privileges afforded to Kittitas County employees.
5. Assignment and Subcontracting: This Agreement may not be assigned or subcontracted in whole or
in part without the express prior written approval of the County.
6. Right to Review; Maintenancq of Records: This Agreement is subject to review by any Federal or State
auditor. The County or its designee shall have the right to review and monitor the financial and service
components of the work performed under this Agreement by whatever means are deemed expedient by the
County. Such review may occur with notice, and may include, without limitation, on-site inspection, inspection
of all records or other materials which the County deems pertinent, and any and all communications with or
evaluation byservice recipients underthis Agreement. Contractorshall preserve and maintain all records
relating to this Agreement for six (6) years after termination or expiration of the Agreement, and upon request
shall make them available for review by any Federal or State auditor, the County, and/or any persons authorized
by the County,
7. Modification
7.t. This Agreement may be amended by mutual agreement of the parties. Any such amendment
shall be in writing and signed by both parties.
7.2 The County may unilaterally amend this Agreement at any time by written notice ("Change
Notice") to Contractor, to modify the work to be performed under this Agreement, within the general scope of
the Agreement. Such changes may include, but are not limited to, changes in the exact scope of work to be
performed (including modification, substitution, addition, or deletion of required tasks) and changes to the
schedule of performance. lf any such Change Notice causes an increase or decrease to Contracto/s cost of, or the
time required for, performance of the work, an equitable adjustment in the compensation to Contractor and/or
in the schedule for the performance of the work shall be made by the County to reflect such an increase or
decrease. Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable adjustment,
Contractor shall proceed in accordance with all Change Notices. Within thirty (30) days after receipt of any Change
Notice which, in Contractor's opinion, lacks an adequate adjustment, Contractor must submit to the County a
written statement requesting a modified adjustment; otherwise, Contractor will forfeit its right to any such
modified adjustment. The County retains the final right to determine adjustments hereunder.
8. Termination
8.1 This Agreement may be terminated at any time by mutual written agreement of the parties.
8.2 The County, by giving written notice, may terminate this Agreement at any time without cause
and without further obligation to Contractor except for payment due for deliverables provided and/or services
performed prior to the effective date of termination. An equitable adjustment in the contracted price for partially
completed tasks will be made by the County, but such adjustment shall not include compensation for loss of
anticipated profit on uncompleted work.
8.3 lf Contractor defaults by failing to perform any of its obligations under this Agreement, or
becomes insolvent, is declared bankrupt or commits any act of bankruptcy or insolvency, or makes an assignment
for the benefit of creditors, the County may, by written notice to Contractor, terminate the Agreement, and at
the County's option, obtain performance of the work elsewhere. lf the Agreement is terminated under this
paragraph, Contractor shall not be entitled to receive any further payments under this Agreement until all of its
obligations hereunder have been fully performed, and any extra cost or damage to the County shall be deducted
from any money due or coming due to Contractor. Furthermore, in the event of termination under this paragraph,
Contractor shall bear the costs of any extra expenses incurred by the County in completing the work, and all
damages sustained, or which may be sustained, by the County.
8.4 Termination of this Agreement by any means provided herein shall not excuse any party's
performance of its obligations hereunder through the effective date of termination, except that the County shall
not be obligated to pay for services that have not been performed or deliverables that have not been provided.
9. lndemnification
9.1 To the fullest extent permitted by law, Contractor agrees to indemnify, and hold the
County and its departments, elected and appointed officials, employees, and volunteers, harmless from
and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's
fees and alternative dispute resolution costs, for any personal or bodily injury, sickness, disease or death, for any
damage to or destruction of any property (including the loss of use resulting therefrom), and for any other
claims, damages, losses, and expenses sustained by the County, which (1) are caused in whole or in part by
any negligent act or omission, of Contractor, its employees, agents or volunteers, or Contractor's
subcontractors, their employees, agents or volunteers; or (2) are directly or indirectly arising out of, resulting
from, or otherwise connected with the performance of this Agreement; This indemnification obligation of
Contractor shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the
sole negligence of the County. This indemnification obligation of Contractor shall not be limited in any way by
the Washington State lndustrial lnsurance Act, RCW Title 51-, or by application of any other workmen's
compensation act, disability benefit act or other employee benefit act, and Contractor hereby expressly waives
any immunity afforded by such acts. The foregoing indemnification obligations of Contractor are a material
inducement to the County to enter into this Agreement, are reflected in Contracto/s compensation, and have
been mutually negotiated by the parties. Notwithstanding the foregoing, Sub-consultant does not waive
immunity under RCW 51.24.035.
9.2 The County reserves the right, but not the obligation, to participate in the defense of any claim
for damages, losses or expenses, and such participation shall not constitute a waiver of Contractor's indemnity
obligations contained in any section of this Agreement.
9.3 ln the event Contractor enters into subcontracts to the extent allowed under this Agreement,
each such subcontractor shall indemnify the County on a basis equal to or exceeding Contractor's indemnity
obligations to the County.
10. Venue and Choice of Law ln the event that any litigation should arise concerning this Agreement,
the venue for such action shall be in the Superior Court of the State of Washington in and for the County of
Kittitas. This Agreement shall be governed by the laws of the State of Washington
LL. Non-Appropriation of Funds: lf the County does not appropriate sufficient funding for this
Agreement for any future fiscal period, the County will not be obligated to make payments for services
performed after the end of the last fiscal period for which sufficient funding was appropriated. No penalty or
expense shall accrue to the County in the event this provision applies.
L2. Contractor Commitments, Warranties, and Representations: Contractor represents and warrants as
follows:
L2.t Contractor is duly incorporated, validly existing and in good standing under the laws of the State
of Washington, and has all requisite corporate power and authority to enter into and to perform its obligations
under this Agreement.
L2.2 Contractor has the authority to execute this Agreement, to make the representations and
warranties set forth herein, and to perform its obligations hereunder.
L2.3 This Agreement has been validly executed by an authorized representative of Contractor and
constitutes a valid and legally binding and enforceable obligation of Contractor.
L2.4 Contractor holds, or will obtain prior to commencing work under this Agreement, such licenses,
permits and other authorizations from federal, state and local governmental authorities, or from any applicable
industrial or professional certification or licensing bodies, as are necessary for the lawful performance of its
obligations under this Agreement, and will maintain such throughout the term of this Agreement.
12.5 Contractor is not in violation of any applicable law, ordinance or regulation the consequence of
which will or may materially affect Contractor's ability to perform its obligations under this Agreement. Contractor
is not subject to any order or judgment of any court, tribunal or governmental agency which materially and
adversely affects its operations or assets in the State of Washington, or its ability to perform its obligations under
this Agreement.
L2.6 Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible or
voluntarily excluded from covered transactions by any Federal or State department or agency.
t2.7 None of the representations or warranties in this Agreement, and none of the documents,
statements, certificates or schedules furnished by Contractor in connection with the performance of the
obligations contemplated under this Agreement, contains or will contain any untrue statement of a material fact
or omits or will omit a material fact necessary to make the statements of fact contained therein not misleading.
13. Ownership of ltems Produced: The Contractor shall be deemed the author and owner of their
respective instruments of Service, including the Drawings and Specifications, and shall retain all common law,
statutory and other reserved rights, including copyrights, The Contractor grants to the County a nonexclusive
license to use the Architect's lnstruments of Service Solely and exclusively for the purpose of evaluating,
constructing, using, maintaining, altering and adding to the Project.
'14. lntellectual Propertv lnfringement: Contractor will defend and indemnify the County from any
claimed action, cause or demand brought against the County, to the extent such action is based on the claim
that information and/or materials supplied by Contractor infringe any intellectual property rights of any
third party(ies). Contractor will pay all costs and damages attributable to any such claims finally awarded against
the County in any action. Such defense and payments are conditioned upon the following: (1) Contractor
shall be notified promptly in writing by the County of any notice of such claim; and (2) Contractor shall have
the right hereunder, at its option and expense, to obtain for the County the right to continue using the
information and/or materials that are the subject of such claim, provided no reduction in performance or loss
results to the County.
L5. Use ofCounty Name and Logo: Contractor may not use the County's name, logo(s), trademark(s), or
other identifying information, or identify the County as a current or former client, on its website or in any
marketing or promotional materials without the prior written consent of the County.
15. Disputes: Any dispute between the parties arising under or relating to this Agreement shall be
resolved informally if possible. However, in the event such a dispute cannot be so resolved, it shall be
adjudicated by a dispute board ("Dispute Board") in the following manner: Each party shall appoint one member
to the Dispute Board, the members so appointed shall jointly appoint an additional member to the Dispute
Board, and the Dispute Board will evaluate the facts, Agreement terms, and all applicable statutes and
rules, and make a determination as to the proper resolution of the dispute. Such determination shall be final
and binding on both parties. The cost of resolution will be borne as allocated by the Dispute Board'
Alternatively, if agreed to in writing by both parties, the parties may forego the option of establishing a Dispute
Board to adjudicate the dispute, and instead pursue arbitration, jointly selecting an arbitrator acceptable to
both parties. ln the event the parties choose to pursue arbitration, the parties agree that: (L) the fees and
expenses of the arbitrator shall be shared equally by both parties to this Agreement, (2)each party shall bear its
own costs and attorney fees, (3) arbitration shall be conducted according to the commercial arbitration
procedures of the American Arbitration Association, and (4) the arbitrator's decision or award shall be final and
binding on both parties.
L7. Confidential itv:Contractor, its employees, agents and volunteers, and any of Contractor's
subcontractors and their employees, agents and volunteers, shall maintain the confidentiality of all information
provided by the County or acquired by Contractor in performance of this Agreement, except upon the prior
written consent of the Kittitas County Prosecuting Attorney or an order entered by a court after having acquired
jurisdiction over the County. Contractor shall immediately provide the County notice of any judicial proceedings
seeking disclosure of such information. Contractor agrees to indemnify, defend and hold harmless the County
and its departments, elected and appointed officials, employees, agents and volunteers from all loss or expense,
including but not limited to settlements, judgments, setoffs, attorneys' fees and costs resulting from Contractor's
breach of this provision. Notwithstanding the foregoing, and to the extent that any information obtained by the
Contractor hereunder is required to be shared with others by the explicit terms of the Scope of Work, this
provision shall not be construed as prohibiting such sharing, provided there are no applicable laws or regulations
prohibiting same.
18. Notices: Written notices required or permitted to be provided by one party to the other party under
this Agreement may be provided by personal delivery, legal courier service, or certified mail, postage prepaid and
return receipt requested. Notice may be provided by regularfirst class mailif simultaneous notice is provided by
email. Notices given by Contractor shall be provided to the County's point of contact listed on page 1 of this
Agreement, at the address there listed, and to the department head of the county department for which services
underthis Agreement are rendered. Notices given bythe County shall be provided to Contractor at Contractor's
address listed on page 1 of this Agreement.
L9. Prevailine Wage: Where labor to be performed under this Agreement is considered "public work" as
defined in RCW 39.04.010, Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics
employed in the performance of work under this Agreement in accordance with RCW 39.12 and the rules and
regulations of the Washington State Department of Labor and lndustries. The schedule of prevailing wage rates
for the applicable locality or localities is determined by the lndustrial Statistician of the Department of Labor and
lndustries. lt is Contractor's responsibility to verify the applicable prevailing wage rate. lt is understood that
Contractor is responsible for obtaining and completing all required government forms relating to prevailing wage
and submitting same to the proper authorities. Disputes regarding prevailing wage rates shall be referred for
arbitration to the Director of the Department of Labor and lndustries. The arbitration decision shall be final and
conclusive and binding on all parties involved in the dispute as provided for in RCW 39.12.060.
20. Standard of Care: Contractor shall perform its duties hereunder in a manner consistent with that
degree of care and skill ordinarily exercised by members of the same profession or industry as Contractor currently
practicing or working under similar circumstances. Contractor shall, without additional compensation, correct any
of its services not meeting such a standard.
21. Nondiscrimination
2'J,.L ln the performance of this Agreement, Contractor will not discriminate against any employee or
applicant for employment on the grounds of age, race, creed, color, national origin, citizenship or immigration
status, sex, sexual orientation, marital status, honorably discharged veteran or military status, or the presence of
any sensory, mental or physical disability or the use of a trained dog guide or service animal by a person with a
disability; provided that the prohibition against discrimination because of such disability shall not apply if the
particular disability prevents the proper performance of the particular worker involved. Contractor shall ensure
that applicants are employed, and that employees are treated during employment, without discrimination
becauseoftheirage,race, creed, color, national origin,citizenshiporimmigrationstatus,sex,sexualorientation,
marital status, honorably discharged veteran or military status, or the presence of any sensory, mental or physical
disability or the use of a trained dog guide or service animal by a person with a disability. Such requirements
apply, without limitation, to the following: employment, promotion, demotion, transfer, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and programs for
training, including apprenticeships. Contractor shall take such action with respect to this Agreement as may be
required to ensure full compliance with local, state and federal laws prohibiting discrimination in employment.
2t.2 Contractor will not discriminate against any recipient of any services or benefits provided for
under this Agreement on the grounds of age, race, creed, color, national origin, citizenship or immigration status,
sex, sexual orientation, marital status, honorably discharged veteran or military status, or the presence of any
sensory, mental or physical disability or the use of a trained dog guide or service animal by a person with a
disability.
21,.3 lf any assignment and/or subcontracting has been authorized by the County, said assignment or
subcontract shall include appropriate safeguards against discrimination.
22. Waiver: The waiver of any default or breach of this Agreement, or the failure of a party to enforce
any provision hereof or to exercise any right or privilege hereunder, shall not be deemed to waive any prior or
subsequent default or breach, the enforcement of any provision hereof, orthe exercise of any right or privilege
hereunder, unless otherwise stated in a writing, signed bythe parties hereto.
23. Headings: The headings of sections and paragraphs of this Agreement are for convenience of
reference only and are not intended to restrict, affect, or be of any weight in the interpretation or construction of
the provisions of such sections or paragraphs.
24. Survival: The provisions of paragraphs 2,3,4,6,8,9,lO,13,L4,15,L6,L7,L9,20,22,24, and 28 of
these General Terms and Conditions shall survive the completion, expiration, termination or cancellation of this
Agreement for any reason.
25. Complete Agreement: This Agreement constitutes the entire agreement between the parties and
supersedes any and all other agreements, understandings, negotiations and discussions, oral or written, express
or implied, regarding the work to be performed hereunder. The parties agree that no other representations,
inducements, promises, agreements, or warranties relating to this Agreement, oral or otherwise, have been made
between the parties. Except as provided elsewhere in this Agreement, no modification or waiver of this
Agreement shall be valid or binding unless in writing and signed by the parties.
26. Severabilitv: lf any term or condition of this Agreement or the application thereof to any person(s)
or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can
be given effect without the invalid term, condition or application. To this end, the terms and conditions of this
Agreement are declared to be severable.
27. Time: Time is of the essence in the performance of this Agreement unless otherwise agreed between
the parties in a signed writing.
28. Construction: This Agreement has been mutually reviewed and negotiated by the parties, and should
not be construed against the drafter
29. Aereement Not for Ben efit of Third Parties This Agreement is entered into solely for the benefit of
the parties hereto and vests no rights in, nor is it enforceable by, any third parties.
30. Consultant shall have no responsibility for job-site safety, which shall remain exclusively the
responsibility of the Contractor, and no authority to stop work. Consultant shall have no responsibility for the
discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic
substances in any form at the Project site.
Form W.9
(Rev Nlarch 2C24)
D<,padmont of theTrnasury
lritemal R@venue Seryic8
ATTACHMENT"E"
!Request for Taxpayer
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Go to www.irs.gou/Formvw fot instructions and the latest info'rmat'ion.
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Before For of see ol below.
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Enter your TIN in the appropriate box. The ilNI provided must rnatclh tihe 1 l ame grvel 1on line 1 to avoid
backup withholding. For individuals, lhrs !s generally your social security number (SSN). However, for a
resident alien, sole proprieto: r, or disregarded ent,ty, see the instruclions for Pa. rt l, I at-'r For oiher
entlties, ( is your employer identification number (ElN). lf you do not have a nuinber, see How lo get a
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Notg: ;f the account is il l more than one name, see the instructions for limi 1 . See also What A/afie and
Number To Gile the Requesterfor guidelines on whose number to enler.
Social number
fl@ certification
Under penalties of perjury, I certiiry thai:
1. The number shown on th,s form is my correct iaxpayer .dentiflcation number (or I am wal ting lor a numberto be issued to me); and
2 I am not sub,jcct to backup withholding because (a) I am exempt from backup withholding, or (b) I have not beer, notified by ihe lnternal Revenue
Seruice (lRS) that I am subject to backup withholding as a resull of a failure to report all inierest or dividend s, or (o) the iRS has notified me that I am
no longer subject to backup withholding; atld
3. I am a U.S citizen or other U.S. person (deNned beiow) and
4 The Fr'\TCA code(s) entered on ihis forn Ql any) indicating that I am exempt from FATCA reporting :s corocl.
Certilication inslructiions. You rnust cross out :tern 2 above if you have been noiified by the IRS thal you are currently sublect to backup wilhholding
because you have failed to report ali interest and div!dends on your tax return. For reai estate transactions, ilem 2 does not apply. For mortg1 age Interest paid,
acquisilionorabandonmentofsecuredproperty,cancellationofdebt.contribulionsioanindividualretiremenlarrangemellt(lRA).and,generally payments
.other than interest and dividends vou are nol reouirnd io sion lhe certific.tion hut vori mrrst nrovide vour correct TIN Soothe lnstructions for Part ll. iater'
Signatur<> of
u s, porson
7 l. jsl accourt.>cBloor (s)heleioptionaij
lffi
Sign
Here Dal
3a Check ihe appropriate box lor iederaltax classili€1ion of the en ryiindl\adoal whosen e is errlered on line 1 Check
only one oftrn. fQ!lowlng seven boxes.
! nrdividiuallsorepropriotor ! Gcorpor:iior1 ! Scorporation ! l.artoorstrip n Trusueslate
! LLC. Enlerlhelr'ucclassifical;oniC- Coorporatlon,s= Scarporation,P" Parlrershrp)
Note : Check tl,e "LLC" box above and, ln I ha entry space, enter rhe anpronriate cod e lC S, o. Pr iDrllia 'ay
classilimtionofttlel-i C,unlessilisadiwegardedbntitv.Adisregard entityshouldinsteadchcckiheS.i)proprlate
box lbrflrelax classificationof ;ts oMler.
h
Sb lf on llne 3a you checked " PartnershEp, or "Tx rsuestate." oa chedked,/rLlc ' a!!d eDtered P' as lts tax tlassiilcatioJ 1
arl{l youl nr. pfoviclirrg ihis fo to a padnership. lrusl or es.tale n whiclr yor! have an ownership interest, llieck
U.ls box i'f :or haveanv foreiqn parlnels, cwners. or beneticislies. See lnsiructions !
5 Adcl,es, (nLmbe,streei,i\ldapl or uitenc).Seeinstruclions
6 City, stale anrl zlP code
General lnstructions
Section refererices are to the lnternal Revenue Code unless otheMise
no.led
Future developments. For the latest information about d'eve'lopments
related to Form W-9 and its instructions, such as legislation enacted
aiter they were published, golo ww.irs.gov/Formvw,
What's New
L-rne 3a has been modified to clarify how a disregarded entity completes
thrs line. An LLC thai is a drsregarded entily should check the
appropriate bo x for the tax classification of lts owner. Othemise, it
should check the "LLC"'box and enter lts appropriate tax classification.
New iine 3b has been addedl to this form. A flow-through entity is
required to complete this li e 10 indicate that it has direcl orindirect
foreign pa(ners, owners, or beneflcia ies when rt provides lhe Form W-9
to another tlow thrm, gh e 1 l ily :n which rt has an ownersh, ip inte,rest This
chang,e s intended to provide a flow{hrough entity wilh nformation
regardrng the slatus of tts i direct !or.eign partners, owners, or
beneficiaries, so lhat it can satisfy any applicable reporting
requirements. For example, a partnership thai has any indirect foreign
partners may be required to complete Schedules K- 2 and K-3, See the
Partnership lnsbructions for Schedules K 2 and K 3 ,(Form 1 065).
Purpose of Form
An indivl duai o.e lily (Form W-9 reque$ler) who is required to file an
'nformation rettl m with lhe IRS is giving you this form because they
rom W-9 icev 3'2024)
ForfiW-9 (Rev.3-2024)Pagez
must obtain your oorrect taxpayer identrificatrion rmmber {TlN}, !vhich
rnay be your socral security number (SSN). individual taxpayer
identification number {lTlN}, adoptrion taxpayer idel 1 ltilication ndmber
(ATIN). or employer identifioation number l lN) to .eport 0111 an
information re:tum the amount paid to you, or othei alnount reportable
on an information return. Examples of information returns include, but
are not limited to the following
. Fonn i099-lNT 1 1 lterest earned or paid).
. Form 1099-DIV (dividends, including tllose from stocks or ilutual
funds).
. Form 1099-MISC (varioustypes of rncome. prizes, awards or gross
prooeeds),
. Form i099-NEC (1 llonemployee oompensalion)
. Form 1099-8 (siockornrutual fu1.l1d salesandcertain other
transactions by brokers).
. Form 1099-5 (proceeds from real estale transactions).
. Form 1099-K (merchant card and third-party nelwork tra'1 1 lsactrons).
. Form 1098 (home modgage interest), 1098-E isludenl loan interest),
and 1 098-T (tuition).
. Fornl 1099-C icanceled debt),.
. Form 1099-4 (acquisitlon or abandonment of secured propertyl.
Use !'orm W-9 only if you are a U.S. persol 11 ncluding a resident
alien),. to provide your correct TlN.
Cautiol 1 1: lf you don't return Fonn W-9 to the requester with a TllNl. you
might be subject to backup withholding. See What is backup
withholding laIet.
By signing the filled-out form you:
'l. Certify lhat the Tll'J you are grvlng is correct tlrr you are lvaiting for a
number to be issued)
2. Certify that you are not subject t{) backup withholdingl or
3. Clainr exempiion frorn backupwithholding if you are a Ll.S exempt
payee and
4. Certify to your non-foreign staius for purposes of withholding under
chaptter 3 or 4 of the Code Cd applicablel and
5. Certify that FATCA code(sl entered on ihis form f any) indicating
that you are exempt irom the FATCA reporting is correct. See What ls
FATCA Repofting. lale., ior further information.
Note: lf you are a U.S person and a requester gives 7ou a folrn otrl'ler
than Form W-9 to request yourTlf.l yoll must use the requester's forrn rf
it is substantially similaa to lhis Form W-9
De i1 1 lition of a U.S. perso 1 1 1. For federal tax purposes you are
considered a U S person if you are
. An individual who is a l.J.S citizen or U.S resident alien
. A partnershtp corporatior company orassociation created or
organized in ti.e United States or under lhe lalvs of the U I 1 ljted States'
. Ar]estate (othetthal lalforeign estate),, or
. A domestic trust ias defined in Regulaiions sectron 301.7701-7),
Establishilllg U.S. statllls for purposes of chapter 3 and chapter4
withholdil l lg. Payments made lo foreign persons including certairl
di&tributions, allccations of rncome or lransfers of sales orooeeds may
be subject to withhoidi'1 1 1g under chapler 3 cr chapter 4 of the Code
fseclions i441-1474\ Under those rules if a Fornr \'l/-9 or other
cedifioatiol 10 I 1 non-foreign status has not been received, a withholding
agent. transferee or partnership {payo generally applies presulnptiol 1 1
rules that may require the payor to withhold applioabie tax f.om the
reciplent. ov/ner, tra'11 lsferor, or partner (payee). See Pub. 515
irllhiro ding c Tax C1 J 1 i\lol 1 lresr'ient Aliens aid :oreigl 1 1 Entrities.
The following persons must provide Fofm W"9 to the payor for
purposes of establishing its non-foreign status.
. in the case of a disregarded entiiy with a U.S owner. ihe U,S. owner
o1 the disregarded entity and nol ti e disregarded entity.
. iiJ the case of a grantor irust wilh a U.S. grantor or other U.S. owner
generally the U S. grantor or other U S owl I 1 er of the grantor trust and
not the grantor trust.
. ln thecase of a U.S. trust(otherthan a grantort'ust) the U.S. trust
and not the benefictafles of the trust.
See Pub 5'15 for more information on providing a Fornr W-9 or a
cerlifioatiol 1 1 0inon-foreigr'r status to avord withholding.
Foreign person. ll you are a foreign person or trhe U S b.anch of a
foreign bank lhat has elected to be treated as a U.S. person (under
Regulations section 1.1441-1(b\l2l(iv) or other applicable section for
oha,pter 3 or 4 purposes), do nol use Form W-9. lnst,ead use the
appropriate Fornr yV-8 or Form 8233 (see Pub. 515). lf you are a
qualified foreign pensio l 1f l und u 1 1 l der Regulations section 1 .897( l !1 (d), or
a partnership that is wholly owned by qualified foreign pension funds
that is treat ed as a non-foreigll person for purposes of sectio'1 1 1 1445
withholdil 1 1g, do nol use Form \l/-9. lnstead. use Form W-8EXP (orother
oertificatio I I o lr non-forergn status)
Nonresident aHen who becomes a residenl alie'l1 1. Ge1 1l erally. only a
nonresident alaen individual mall use the terfils of a tax treaty to reduce
or eliminate U.S. lax on certain types of income However, most tax
treaties contain a provision known as a saving clause xceptions
specilied in the saving clause may permdan exemption from tax to
oonli'l 1 1ue for certain types of income even afterlhe payee has otherwise
becomea U.S resident alien fortax purposes
lf you are a U S .esident alien rryho is relying on an excep.liorr
contained ii I i ihe savi 1 1 1g clauseof a tax ireaty lo claim an exemption
from U.S. tax 0I I1 certain types of Inoorlle. you must attach a statemel 1 1t
tc Form W-9 that specifies the,follos/ing five items.
1. Th e treaty country. Generally this fiust be the same treaty under
whrch you clainred exemption from tax as a nonresident alien.
2. The treaty adrcle addressing the income.
3. The adicle number (or location) in the tax trreaty that contarns the
savjng clause and rts exceptions.
4. The type and amount of income that qualifies /or the exemptiol 1 1
fr om tax.
5. Suffrcient facts to [rstify the exenrptiol 1fl rom tax underthe terms of
the treaty article.
Example. Arlicle 20 0 lihe U S -Ch I 1 1a income tax treaty allows an
exernptron from tax for scholarship rncome received by a Chil i lese
siudel 1 lt temporarily present in trhe Unlt ed States. Under U S law this
stuciell 1t'rill becorlre a resident allen fortax purposes if their stay I 111 the
United Stat es exceeds 5 calendar years. However, paiagraph 2 of the
first Protocol to the U.S.,-China treat y(dated April 30 1984) allows the
p.o'/isions OlArticle 20 to continue io apply even afterthe Chinese
siudel 11t becomes a resident alien of the United States. A Chlnese
studel I 1t who qualilies for this exoeption (under paragraph 2 of lhe first
P.otocol) and is relying on this exception to claim an exemption from tax
on their scholarstiip or fellowship rncome would attach to Form W-9 a
statement that includes ltie rnformation described above to support that
exenrption
lf you are a no1 1 I resident alien or a forergn entity give the lequester the
appropriate conpleted Form W-8 ot Fonn 8233
Backup Withholding
What is bac kup withholding? Persons making cedarn paymenls tro you
ilrust under cerlailr conditions withhold and pay to ihe IRS 24i./i of such
payments. This is called "backup,lifhholding."' Payments that may be
subject io backup wlthholding include but arenol iimited to. interest
tax-exempt interest. dividel 1 I ds, broker and barter exchange
transactions, rents royalties nonemployee pay, payments made in
settlementol paymentr card and thrrd-party network lransaotions. and
certain payments lrom iishing boat operators. Real estate transactions
are no:t subject to backup withholding
You r,vill not be subject to backup wlthnclding on payr]lents you recei\''e
rf you givethe requesteryour correctTlN make the proper oertiiications.
ancl eportallyourtaxableinierestanddividendsonyourtax return
Payments you receive ,trill be subject lio backup withholding ifl
1 You do notfLr.nrshyour TlNto iherequester.
2. Yru do not certify yourTlN when required isee lhe instrlJotions for
Part ll lor deiails),
3. The IRS tells ltie requester thai you furnished an IncorrectlllN
4. The IRS tells vou that you are sublect to backup withholding
because yolr did 1 1 1,rt report all your interest and dividends on yourtax
ietum (for reportable interest and divtdel I 1ds only), or
5. Ycu clo not certify to lhe requester lhat you a.e not subject to
backup withholding as described in item 4 underagy siqntng the filfed-
oLtt form" above (for reportable interesi and dividend accounts opened
after 1983 onlvi
Form W9 (elev-3-2424)Paoe3
Certain payees and payments are exempt from backup withholding.
See Exempt payee code, later, and the separate lnstructions for the
Requester of Form W-9 for more information.
See also stab/ishing U.S. status forpurposesofchapter3 and
chapter 4 withholding, earlier
What ls FATCA Reporting?
The Foreign Account Tax Compliance Act (FATCA) requires a
participating fore;gn financial institution to report all U.S. aooount
holders that are specified U.S. persons. Ceftain payees are exempt from
FATCA reporting. See Exemption from FATCA repofting code. later and
the lnst.uctions for the Requester of Form W-9 for more information
Updating Your Information
You rnust provide updated information lo any person to whom you
claimed lo be an exempt payee if you are no longer an exempt payee
and anticipate receiving reportable payments in tlle future from this
person. For example. you may need to provide updated information if
you are a C corporation that elects 1o be an S corporation. or if you are
nolongertax exempt. ln addition. you must furnish a new Form W-9 if
the name ot TIN changes for the account, for example if the granlor of a
grantor trusl dies.
Penalties
Failure lo furnish TlN. lf you fail lo furnish yourcorrect TIN to a
requester you are subject to a penalty of 950 for each such faliure
unless your failure is due to reasonable cause and not to willful neglect
Civil penalty for faise info.mation with respect to withholding. if you
make a false statement with no reasonable basrs tllat results rn no
backup \,viihholding you are subject to a $500 penalty
Criminal penalty tor falsifying information. Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or rmprisonment.
Misuse of TlNs. li tlle requesterdiscloses or uses TlNs in violation cf
federal law, the requester may be subiect to civil and criminal penalties.
Speciific lnstructions
Line 1
You mustenter one of the following on this lir.le, do not leave this line
blank. The name should match the name on your tax return.
lf this Form W-9 is for a loint account iother than an accourlt
maintained by a foreign financial institution (FFQ) llst first and then
circle lhe name of the person or entily whose number you entered in
Part 1 of form W-9. if you are provrding Form \ /-9 to an FFI io document
a jornt aocount each holderof theaccount lha! is a U S. person must
provide a Forrn W-9
. lndividual.Generally, enter the name shown on your lax return. lf you
have changed your last name witllout informing the Social Security
Administration (SSAI of the nafie change, enter your liirst name. the lasi
name as shown on your social security card, and your new las! name.
Note for lTlN applicant: Enter your individual name as it was entered
on your Form W-7 applicataon. line 1a This should also be the same as
lhe name you entered on the Form '1 04l0 you filed with your appiication
. Sole proprietor. Enter your individual nanle as shown on your Form
1040 on |ne 1 bnleryourbusiness. trade or 'dotng business as" (OBA)
name on line 2.
. Partnership, C corporation, S oorporatfon, or LLC., otherthan,a
dlisregarded entity. Enter the entily's name as shown on the entiiy's lax
relum on line 1 and any business, trade, or DBA name on line 2
. Other entities. Enteryour name as stiown cn requrred U.S. federal iax
documents on iine 1 This name should match ille name shown on the
chartero. other legal document creating the entity. Enter any business.
trade or DBA name on line 2.
. Disregarded entity. ln general. a bustness entiiy that has a slngle
owner. including an LLC. and is not a corporation, is disregarded as an
entity separate from rts owner (a disregarded entity) See Regulalions
section 301.7701-2(cX2). Adisregarded enlily should check the
appropriate box iorthe tax classification of its owner. Enter the clvner's
name on line 1 . The name of the owner entered on line 1 shou'ld never
be a disregarded entity The name on line 1 should be lhe name shown
on tlle inoome lax reiurn on which the tncome should be reported. for
example. if a foreign LLC that is treated as a disregarded entity for U.S.
federal iax purposes has a single owner lhal is a U S. person. the U.S.
owner's name is required lo be provided on line 1. lf lh e direct owner of
the entity is also a disregarded entity, enter the first owner tllat is not
disregarded forfederal tax purposes Enter thedisregarded entity's
name on line 2. lf lh e ou/ner of the disregarded enlity ,s a foreign person'
Itle orvner must complete an appropriate Fo.m W-8 instead ol a Form
W-9. This is the case even if the foreign person has a U.S. TlN.
Line 2
lf you have a busrness name. trade name, DBA name. or disregarded
entity name, enter ii on line 2.
Line 3a
Check the appropriate box on line 3a for the U.S. lederal tax
classificatron of the person whose name is entered on line 1 Check only
one box on line 3a
Line 3b
Check this box if you are a partnershrp ncluding an LLC classified as a
partnership for U.S. federal tax purposes), lrust, or estale that has any
foreign partners. owners, or beneficiaries and you are prorridrng this
form to a partnership, trust. or eslaile in which you have an.o\tnership
interesi You must check the box on line 3b if you receive a Form W-8
(or dooumenlary evidencel from any partner, owner. or beneficiary
establishing foreign status or if you receive a Forrn W-9 from any
pariner owner, or beneficiary lhat has checked lhe box on line 3b.
Note: A partnership lha! provides a Forrn W'9 and checks box 3b may
be required to complete Schedules K-2 and i<-3 (Form 1 065). For more
information. see the Partnership lnstruclions for Schedules K-2 and K-3
(Forin 1065).
lf you are required to complete line 3b but fail lo do so, you may not
reeeive the information necessaly to file a oorreci information relum with
Itl e IRS or furnish a corfect payee statement to your partners or
beneficiaries. See. for example, seclions 6698.6722, and 6724 for
penalties that may apply.
Line 4 Exemptions
lf you are exempt lrom backup wi;lhholdrng and/or FATCA reportang.
enter in the appropriate space on line 4 any code(s) that may apply to
YAu.
Exempt payee code.
. Generally. individuals (includlng sole proprietors) are not exempt from
backup withholding.
. Except as provided below, corporations are.exempt from baokup
u/ithholdirlg for certain payments. including interest and divtdends
. Corporations ate no! exempt irom backup withholding for payments
made in settlement of paymenl card or third-party network lransaooons.
. Corporations are nol exempt from backup withholding with respect to
attorneys'fees or gross proceeds pard to attorneys and oorporations
that provide medical or health care se.vices are not exempi witll respect
to payments reportable on Form 1099-MISC
The lollowing codes identafy payees thal are exempt from backup
u/ithholding. Enter the appropriate code ln the space on line 4.
1. An organization exempt from tax undersectlon 501(a) any lRA. or
a custodial account under section 40ll(b)(7) if Ihe account satisfies the
requirements o.f section 401(0(2)
lF ihe entitylindiividual on line 1
isa[n) . . .
THEN check the box for
- Corporation Corporataon
lndividual or
. Sole proprietorship
I ndividual/sole proprietor
LLU ClaSSllleu d5 d Pdrursrsrrrl-
fo r U.S. federal tax purposes or
. LLCthat hasfiled Forrn 8832 or
2553 electing to be taxed as a
corporation
Limited liabilily conrpany and
enter the appropriate tax
classification:
P = Partnership,
C=Ccoiporation ot
S = S corporation.
Partnership Partnership
. Trusuestate Truslieslate.
Form Wg ielev.3-2024)eage 4l
2- The U nited States or any of its agencies or instrumentalities
3-A state. the District of Columbia a U.S. commonwealth orterritory.
or any of their political subdivisions or instrumentalities.
4-A foreign government or any of its political subdivisions, agencies
or instrumentalities.
5-A corporation.
o-Adealer in securities or commodrties required to register in the
United States, the District of Columbia, or a U S commonwealth or
terntory.
7-A futures commission merchant registerecl with the Commodity
Futures Trading C-Ommission.
8-A real estate invesiment trust.
9- An entity register,ed at all times during the tax year underthe
lnvestment Company Acl of 1940.
1o-Acommon trust fund operated lry a bank undersection 584(a)
l'l-A financial institutron as defined under section 53'l
12-A middleman known in U1e rnvestnlent communily as a nonilnee or
custcxlran.
I 3-A trust e,cempt from lax under sectlon 664 or described rn section
4947.
The following chari sholvs types 01 payments that may be exempt
from backup withholding. The chart applies to th e exempt payees listed
above, 1 through 13.
lF the payment is tbr THEN the paymeni is exempt
for ..
- lnterest and dlvidend payments All exempt payees except
for 7
. Broker transactions Exempt payees 1 through 4 and 6
through 1 1 and all C corporatrons.
S corporations musl not enter ar]
exempt payee code because theY
are exempt only for sales ol
noncovered securitres acquired
ilot to 2012.
. Barter exchange transactrons Exempt payees 1 through 4.
and dividends
. Payments over$600 required to
be reported and direct sales over
$5.ooo
. Paymenis made in settlement of
payment card or lhird-party
netlvork transactions
Exempt payees 1 through 4.
1 See Forrn 1099-ivllSC Miscellaneous lnformalion and its instructions
'However the following payments made to a corporation and
reportableon Form i099-il,4lSC are nol exempt f.om backup
withholcling, medicai and health care payments attorneys'fees gross
proceeds paid to an attorney reportable under seciion 604!5( , ancl
payments for services paid by a federal executive agency
Exemption from FATCA.reporting c ode. The foilowing codes identify
payees that are exempt from reporting under !'ATCA. These codes
apply to persons submitting lhis form for accounts matntained outside
ofthe United States by certain foreign financiai instiiutions. Therefore. rf
you are only submittrng this lorm for an account you hold in the United
Slates. you may leave this field blank. Consult with the person
requesting thls foam if you are uncertain if the financial tnstitutiotr rs
sublect lo these iequarements. A requester may rndicate that a ccxle is
not requared by providing you with a Fornl W-9 with 'Not Applicable ' (or
any srnlilar indication) entered on the iine for a FATCA exemption code
A-An organization exempt from tax under section 501 ia) or any
individual retirement plan as defined in section 7701\a)1.37L
B- The Uniled States or any ol its agencies or rnstrumentalities.
C-A state. the District of Columbia. a U S. commonwealth or
ierritory or any of their political subdivisions or instrumentalities
D-A corporation the stock of which is regularly traded on one or
more established securities rnitrkets as described in Regulatior]s
section 1.147 2-1 (c)(1)(i) .
lE-A corporatjon thai is a member o.fthe same expanded affiliated
group as a corporation desoribed in Regulations sectiot'l 1 14172-1ic)(1)liJ.
F-A deale. in securities, comnlcxlities or derivative financial
instrumenls ncludrng notional principal conlracts futures. foMaids
and options) that is registered as such under lhe laws of lhe United
States or any state.
G-A real estate investment trust.
H-A regulated investment company as defined in section 851 or an
entity registered al all times during the tax year under ihe lnvestment
Company Act oi i 940
l-A common trustfund as defined in section 584(a).
J-A bank as defined in section 531.
K-A broker.
L-A trust exempt from tax L,nder section 664 or described rn section
4947 @\(1).
M-A lax-exempt trusl under a section '+03(b) plan or section 4157(g)
plan
Noie: You may urish to oonsult with the financial institution requesting
this form to determrne whether the FATCA oode andfor exempt payee
code should be completed.
Lines
Enter your address (number. street and apartme{lt or suile number)
This is where the requester cf this Form tAr-9 willmail your information
returns lfthis address differs fronr ihe one the requester already has on
file enter "NEW' al the top. lf a new address is provided lhere is still a
chance lhe old address wlll be used until the payer changes your
address ir.r their records
Une6
Enter your city, state and ZIP code.
Part l. Taxpayer ldentification Number (TlN)
Enter your TIN in the appropriate box. lf you are a resident alien and
you do not have, and are not eligrble to get an SSN you.TlN is your
IRS lTlN. Enter it in the en{ry space for lhe Socral securlty number..lt you
do not have an lTlN see /-lo\N to get a I//V below
lf you are a sole proprietor and you harre an lElN vou may enter either
your SSN or !:::lNl
lf you are a single-member LLC that rs disregarded as an entity
separate from its owner enter the owne.'s SSN icrElN if the owner has
one) If the LLC is ciassified as a corporation or partnership enler the
entity's lElN
Note: See vvhat Name and NurnberTo Give tre Requester later lor
further clarification of name and TIN combinatlons.
How to get a TIN tfyou do not have a TIN apply for one immediately
To apply for an SSN, get Form SS-5 APplication fora Social Secunty
Card, from yout local SSA office or get this form online at
www.SSA.gott You nray also get lhis iorm by calling 8oo-772- 1213 Use
Foim V1j-7 Application for IRS lndividual Taxpayer ldentification
Number lo apply for an.lTlN or Form SS-4 Applicatton for Employer
ldentification Nurnber to apply for an ElN. You can apply for an lElN
oniine by accessing the IRS website al vtww rs gov/ElN. Gota
ww,tt.irs.gov/Forms lo view download or print Forln \ /-7 and"oa Form
SS-4. Or. you can go lo wwvt.rrs.gov/OrderForms io place an order and
have Form W-7 an dlor Fcr'm SS-4 nrarled lo yotr'#ithin 15 busrness
da'v's.
lf you are asked to complete Fonm \l/-9 but do nol have a TlN, apply
foraTIN and enter"Applied Fof in the space fortheTllNl sign and date
the form. and gtve it to lhe requesier. For interest and di'iidend
payrnenls. and certain paymenls made with respect to readlly tradable
instruments you will generally have 60 days to get a TIN and give ii to
the requester before you are subject to backup wiihholding on
paymenls. The 60cday rule does nol apply lo other types of payments
You will be subject to backup withholding on all srtch payments until
you provide your TIN to the requester.
Note: Entering 'Applied fof' means that you have already applled for a
TIN orthat you intend to apply foronesoon See alsoEstablish/rig U S
status for purposes of chapter 3 arid chapter 4 withho/dirig. earlier, for
when you may insteacl be subject lo withholding underchapter 3 or 4 of
the Code
Caution: A disregarded U.S entity that has a foreign owner must use
the appropriate Fotm W-3.
Generally, exempt payees
1 through 5 -
Forln rAr9 iFlev 3-2024)PageS
Part lL Certification
To establish to the withholding agenl that you are a U.S. person. or
resident alien. sign Form W-9 You rnay be requesied lo sign by the
withholding agent even if iiem I l. or5 below indicates otherwise.
For a joint account. only the person whose TIN is shown in Part I
should sign (when required) ln lhe case 0 1 a disregarded entjty, lhe
person identified on iine I must sign Exempt payees see Exempt payee
code. earlier.
Signature requirements Complete !he certification as indicated in
itemslthrough5below.
1 . lnterest, dividend, and barter exchange accounts opened
before 1 984 and broker accounts considered active during 1 983.
You must give your correct TlN, but you do not have lo sign the
cerlifiication.
2 . lnterest, dividend, broker, and barter exchange accounts
openedlafter 1983 and broker accounts considered inactrive during
1983. '/ou must sign the certification or backup vvithholding will apply. lf
you are sullject to backup withholding and you are merely providiilg
your correct TIN to the requestet, you must cross out item 2 tn the
cerlifiioation before signing the lorm.
3 . Real estate transactions. Ycu must sign lhe ceftification. You may
cross oul item 2 of the certification.
4 . -Other payments. You musl give your correct TlN, but you do not
hav e to sign the cerlilacalion unless you have been notified ihal you
have previously given an incorrect TlN. "Other payments" include
payrnents made in lhe course o:f the requester's trade or business for
rents, royalties. goods (other than brlls for flerchandise). medical and
health care services ncludrng payments to corporations). payrnents to
a norremployee for services, payments made in settlement of payment
card and thrrd-party network transactions, payments lo certain fishing
boat crew rnembers and fishermen and gross prooeeds paid to
attorneys {includrng payments to corporations)
5 . Mortgage interest paid by you, acquisition or abandonment of
secured property, cancellation of debt, qualified tuition program
payments (under sectlion 529), ABLEaccounts (under section529A),
lRA. Coverdell ESA, Archer MSA or HS.A contributions or
distributions, and pension distributions. You must give your correct
TIN but you dc not have to sign the cedtfication.
What Name and Number To Give the Requester
For this of account:Give name and SSN of:
'1. !ndvidual
2. Two or more ind.',iduals ij cim accou.t)
olirer lh3n an account maintained b,y
an FR
3 T'i,,0 or nlore U S persons
iornl acco!nt naintained by an RR)
4. C,rsiodial accoLrnt of arinor
(U iorm Grft 0 lvlinors Actl
5 a, The usual revocabi e savinqs trusl
i,lrantor is aiso trusteel
b So-called r.,st acccunt :rat is not
I legai or '1al .J trrst ]nder slate law
5 So e prooflelorshipor disregarded
entity ,},ned by an r,di'/ du::
7 Granlor trust l,::ng .nder Optrfal
Filing lvlethod 1 lsee Flegulations
seci o. 671-4ib)t2li i)[A))-
B. Disregarded entity not olvned by an
individual
I A valid trust estale or pens,on trust
10 CDrporation Dr LLC eleciing corporale
itatus on For.1 BB32 or Form 2553
1 I Associ otion, ilub, religious charfable
educatiooal o'o'he ta(-e.,en pt
Drganrzalion
1 2 Partoe.srip or fi]u t -fletrttle.rlc
1 3 A brokef orregistered nom;nee
14. Acoount lvith the Oeparlfi en of
Agricuituae i the nane of a public
entity (sLrch as a slate or ocal
governmenl school d!str ci or pnsonl
that receives agriculltu ral grogram
payments
'15. Granlodrusllii ng form 1041 or
unde. the Optional Filinq Method 2
requif,ng Form 1 099 {see Regulations
secllon'1 67,4'llbX2XiXB))'
For this of account:Give name ancl FIN of:
The olvner
Legal entiiy.
'fhe corporation
The crganizmion
fhe partnerslrip
The broi<{)r or nominee
lhe puol ic entity
fhe indi'/idLal
The actual cwner of thg account or
i.onbi.ei iLnds the :asa inJivid',al
on ine accounl l
E.. dt.:rD Cer ol the eccount
The lrusl
List first and circle lhe name of the person whose number you rumish.
lf only one person on a joint aocount has an SSNI, that person's number
nrust be furnished.
'Crrcle lhe minor"s name and furnrsh the rlinor's SSNI.
rYou must show your individual name on line 1 . and enter your business
orOBAname, if any. online 2. YoumayuseeitheryourSSiJ or EIN f
you have one). but the IRS encourages you to use your SSN
. List first and circl-- !he name of lhe trust estate or pension tlust. JDo
nol furnish the TIN of the personal representative or ll'ustee unless the
legal entity itself is not designated in the account title.)
. Note: The gran tor must also provide a Form W-9 to the trustee of the
t.ust.
Foi more infofmation on cptional iiiltng methods for grantor trusts, see
tfle lnsiructions for Form I 041.
Note: lf no name is circled when rnore than one name js listed. the
number will be considered to be that of the first name listed.
Secure Your Tax Records From ldentity lheft
ldentitv !heft occurs when someone uses your personal lnfornration
such as ).our name, SSN or other identifying information. s/ithout your
permission to comrnit fraud oroth ercrimes. An identity thief may use
vour SSN to get a lob or may file a tax retum using youi SSN lo recetve
a refund.
To reduce your risk:
. ProtectyourSSN.
. Ensureyouremployerrs protecting you.SSN and
. Be careful when choosing a tax teturn prepafer.
lf your tax records are affected by iclentity theft and you receive a
notice from the iRS, respond flght. away to the name and phone number
pflnted on ihe IRS nolice or letler..
lf your tax {ecords are not currently affected by identity thefi but you
think you are at risk due to a osi or stolen purse or wallet questionable
credit card activity or a questionable credit report contact the IRS
lcientity Theft Hotline at 800-908-1490 or submit form l-10i9
Formore information. see Pub. 5027 ldentity Theft lnformation for
Taxpayers.
The minoT2
fhe grantor-truslee
_t
I he rctuarl o$,fer
The o$nel'
lhe granior.
Form \ 19 (Rev. 3-2024)Page6
Victrms of identity lhefl who are eKperiencing economic harm or a
systemic problem, or ar,e seeking lrelp in resolving tax problems that
have not been resolved through normal channels. may be eligible for
TaxpayerAdvooate Service (TAS) assistance. You can reach TAS by
calling the TAS toll-free case intake line al 877 -777-477 8 or TTY/TDD
800-829-4059.
Protect yourself from suspicious emails or ph'ishing schemes.
Phishing is the creation and use of email and websites designed to
minlic legrtimate business emails and websites . The most common act
is sending an email lo a user falsely claiming to be an established
legitimate enterprise in an attempi to scam the user inlo surrendering
private information that will be used for idenliiy theft.
The IRS does not initiate conlacts with la,cpayers via emails Also, the
IRS does nol request personal detailed information through email or ask
ta,cpayers for the PlNlnumbers pass,trords, orsimjlar secret access
information for theircredit card. bank, or otherfinancial accounts.
li you receive an unsolicited email claiming to be from the llRS,
forward lhis message to phishing@irs.gov. You may also report misuse
of lhe llRS name logo or other IRS property to th e Treasury lnspector
General for Tax Administration (TIGTA) at 800c3'66-4!4841 You can
forward suspicious emails to lhe federal Trade Commissioil at
spam@.uce.gov or report them at www.ftc..gov/com pfai nt. Y ou can
contacl lhe FTC al wwwftc.govlidtheft or 877-|DTH.-lFT (877-4138-4338).
li you have been th e victim of identrty theft, see www.ldentityTheft.gov
and Pub. 5027.
Golo www irs.govildenti!yTheffto learn more about idenlity theft and
how to reduce your risk
Privacy Act Notice
Section 61 09 of the lnternal Revenue Code requires you to provide your
correct TIN to persons ncluding federal agenciesl who are requir ed to
file information returns with the llRS to report interest dividends. or
certain other income paid to you: mortgage interest you paid; the
acquisition or abandonment of secured property: the cancellation of
debt. or contributions you made to an lRA. An;her MSA, or HSA. The
person collecting this form LJSes the rnformation on the form to file
information returns with the lRS. reporting the above information.
Routine uses of this information inolude giving it to the Department of
Justice for civil and crinlinal litigation and to cities, states, the District of
Columbia. and U.S. oommonwealths and te.ritories for use in
aclmrnistering their laws. The information may also be disclosed to other
countries under a treaty, to federal and state agencies to enforce civll
and criminal laws, or to federal law enforcement and intelligence
agencies to combat terrorism. You mLJSt provid'e your TIN whether or not
you are requrred to file a tax return. Under seotion 3406. payors must
generally withhold a percentage oftaxable interest, divid'ends, and
certain other paymentsto a payee who does not give a TIN to the payor .
Certain penalties may also apply for providing false or fraudulent
information.
ATTACHMENT "F"
RETIREMENTSTATUS FORM
** All Contractors who are individuals must complete and sign **
SECTION 1: CONTRACTOR COMPLETES THIS SECTION:
Did you retire from one of the State of Washington Retirement Systems?
Did you retire before age 55 using the 2008 early retirement factors (ERF)?
Will you be receiving direct compensation for these services?
Willyou be receiving indirect compensation forthese services?
1. Has Contractor been a member of a Washington State Retirement System?
lf yes, which system and plan?
2. ls Contractor a retiree of a Washington State Retirement System?
3. Did Contractor retire before age 55 using the 2008 ERF?
I have verified the information above using MRV or by contacting DRS.
COU NTY REPRESENTATIVE (Please Print):
Signature: Date
COUNTY RETAINS THIS FORM
Yes
Yes
Yes
Yes
No
No
No
No
CONTRACTOR (Full name of contractor as in DRS filings-Please Print):-
Signature Last Four Digits of Social Security No.-
Date:
SECTION 1: COUNTY COMPLETES THIS SECTION:
[Use Member Reporting Verification (MRV) to verify the past retirement membership and document below]
-Teachers'
Retirement System (TRS)
-Plan
L
-
Plan 2
-
Plan 3
-
School Employees' Retirement System (SERS)
-
Plan 2
-
Plan 3
-
Public Employees' Retirement Systems (PERS)
-Plan
L
-
Plan 2
-
Plan 3
-
Public Safety Employees' Retirement System (PSERS)
-Plan2
_ Law Enforcement Officers' & Fire Fighters' Retirement System (LEOFF)
-Plan
L- Plan2
-
Washington State Patrol Retirement System (WSPRS)
-Plan
L
-
Plan 2
_Judicial Retirement System (JRS)
Yes
-No
Yes No
NoYes