Loading...
HomeMy WebLinkAboutSHJ26-008 VALLEY HEALTH SERVICE AGREEMENT - PARTIALLY EXECUTEDKITTITAS 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 Apple Valley Counseling Services, LLC d/b/a Valley Health and Counseling (hereinafter "Contractor"). The purpose of this Agreement is as follows: To provide up to full-time, on -site mental health counseling and substance use disorder professional services, as requested and scheduled by mutual written agreement, and qualified practitioner services for behavioral -health assessment, medication management, care coordination, and referral for individuals incarcerated at the Kittitas County Jail. The term of this Agreement begins on the date of the last signature and continues for one (1) year, unless sooner terminated under this Agreement. This contract may continue from year-to-year upon mutual agreement between the two parties and is based on mutual adjustments to the appropriate Medicaid rates. The parties' addresses and points of contact for the administration of this Agreement are as follows: CO LJ N TY 205 W 5th Avenue, Suite 108 Ellensburg, WA 98926 Steve Panattoni Superintendent Kittitas County Sheriff's Office -Jail steve.panattoni@co.kittitas.wa.us 509-962-7527 Kittitas County Agreement for Services (rev. 5/14/25) Page 1 of 23 CONTRACTOR 1425 Lakeside Court Yakima, WA 98902 Tanner Rapp Owner/Clinical Director T.Rapp@ValleyHC.org 509-961-6336 This Agreement includes the following, which are attached hereto and hereby incorporated by this reference: Attachment "A": Scope of Work Attachment "B": Compensation Attachment "C": Insurance Requirements Attachment "D": General Terms and Conditions Attachment "E": W-9 (Contractor must complete and return to the County for payment) Attachment "F": Retirement Status Form (Contractor must complete and return to the County for payment if Contractor is an individual, as opposed to a corporate business entity) Kittitas County Agreement for Services (rev. 5/14/25) Page 2 of 23 IN 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 CONTRACTOR BOARD OF COUNTY COMMISSIONERS Brett Wachsmith, Chair Signature Laura Osiadacz, Vice -Chair Printed Name Commissioner Title Date: Date: Attest: Clerk of the Board KITTITAS COUNTY SHERIFF'S OFFICE Clay Kers, Sheriff Date: F-/9-A4 Kittitas County Agreement for Services (rev. 5/14/25) Page 3 of 23 ATTACHMENT "A" SCOPE OF WORK CONTRACT PROVISIONS RELATED TO MENTAL HEALTH COUNSELOR a. Provide appropriately licensed mental health counselor services up to five (5) days and forty (40) hours per week, subject to mutually agreed written staffing schedules, County service demand, safe facility access, and Contractor workforce availability. Any minimum staffing commitment or material schedule change must be approved in writing by both parties. b. Provide screening of incarcerated individuals within 72 hours of booking, rnost often within 24 hours of booking. If an individual is booked over the weekend or on a holiday, the individual will be screened on the following business day. Any screening tirmeframe begins when the County provides accurate booking and referral information and safe, timely access to the individual. c. Provide assessments on incarcerated individuals that screen positive for mental health treatment needs. d. Provide group treatment as appropriate. e. Assist and collaborate with medical providers when assessing and treating inmates at KCJ. f. Evaluate any incarcerated individual presenting with a mental health or substance use disorder crisis and coordinate with Comprehensive's Designated Crisis Responders as necessary. g. Communicate with courts, prosecutors, and defense counsel only as permitted by HIPAA, 42 C.F.R. Part 2, chapter 70.02 RCW, applicable privilege, a valid authorization or court order, and the minimum -necessary standard. h. Provide training to KCJ personnel in coordination with KCJ administration. i. Make referrals to community providers for incarcerated individual's needs to promote a reduced risk of recidivism. CONTRACT PROVISIONS RELATED TO SUBSTANCE USE DISORDER PROFESSIONAL a. Provide assessments on incarcerated individuals that screen positive for substance use treatment needs. b. Make referrals to the appropriate contracted provider with KCJ for medication treatment for substance use disorders. c. Make referrals to community providers for incarcerated individual's needs to promote a reduced risk of recidivism. d. Make referrals to providers in the incarcerated individual's community of residence. e. Provide warm handoff referrals when possible. f. Coordinate referrals with other providers serving those incarcerated in KCJ. g. Provide counseling services to incarcerated individuals who qualify as having a substance use disorder. CONTRACT PROVISIONS RELATED TO PRACTITIONER Definitions: Practitioner means a Washington -licensed advanced registered nurse practitioner, physician, physician assistant, or other medical professional whose license, competence, and prescriptive authority are Kittitas County Agreement for Services (rev. 5/14/25) Page 4 of 23 sufficient for the assigned services and whom the parties mutually approve. Contractor may substitute an equally or more qualified practitioner upon reasonable advance notice. a. Contractor will supply a qualified Practitioner to provide behavioral -health assessment and treatment and behavioral -health medication evaluation and management at KCJ. Services may include clinically appropriate evaluation, prescribing, monitoring, and coordination or referral within the Practitioner's license, competence, credentialing, and independent professional judgment. Contractor will refer primary care, family medicine, general medical conditions, urgent care, chronic -disease management, and other non -behavioral -health medical needs to KCJ's designated medical provider. Contractor will not alter or assume management of general medical treatment being provided by KCJ's designated medical provider, except for clinically necessary coordination within the Practitioner's scope to address behavioral -health medication safety. The Practitioner shall provide services during mutually agreed scheduled hours and such additional clinically necessary time as Contractor accepts. This Agreement does not create continuous coverage or guarantee access to a particular practitioner. All clinical decisions remain within Contractor personnel's independent professional judgment, licensure, and applicable standards of care, and no particular clinical outcome is guaranteed. b. No incarcerated individual shall be denied access to mental health care. Contractor's obligation is to provide the contracted services within the scope, scheduled hours, and staffing of this Agreement; the County retains its independent legal responsibility to ensure incarcerated individuals have access to necessary health care, including when Contractor services are unavailable. Mental health care can be requested by the individual and/or Jail staff. Those Requests for Mental health care that do not require the services of the VALLEY HEALTH AND COUNSELING shall be referred to the appropriate service. c. The Practitioner shall be responsible for documenting all patients seen and treatment they performed in the Kittitas County Jail's Electronic Health Records. The Practitioner shall provide medical referrals and obtain medical consultation as necessary. d. Contractor may provide telephonic consultation between 8:00 a.m. and 9:00 p.m. when an appropriately licensed practitioner is available. This is not guaranteed on -call or emergency - response coverage. The County remains responsible for emergency response and shall use 911, the local emergency department, or a designated crisis responder as appropriate. Consultation time will be billed in fifteen -minute increments at the practitioner rate stated in Attachment «B " KCJ agrees to a. Refer incarcerated individuals to the VALLEY HEALTH AND COUNSELING services relating to the individual's overall behavior based upon observations of their conduct and the training of KCJ staff as described herein. b. Provide appropriate and accurate information on referred incarcerated individuals. c. Provide appropriate support for VALLEY HEALTH AND COUNSELING MHC to accomplish the services needed. Kittitas County Agreement for Services (rev. 5/14/25) Page 5 of 23 d. Designate Superintendent Steve Panattoni, his designee, or other individual assigned as such by the Sheriff as contact person and liaison with VALLEY HEALTH AND COUNSELING. e. Pay Contractor invoices consistent with Attachment "B" and Attachment "D," Section 2 (Accounting and Payment), with undisputed amounts due within thirty (30) calendar days of receipt of invoice. f. Provide access to the appropriate and necessary electronic programs used at KCJ to complete your services. g. Provide workspace for contracted personnel. h. Provide and maintain technology needed to access electronic programs used at KCJ. The County shall also provide timely facility and patient access, appropriate correctional staffing and escorts, emergency response, and operation and security of County systems. Subject to a mutually approved written implementation plan, the parties may permit reasonable use of existing space, power, and connectivity for approved telehealth, electronic -referral, or care - coordination equipment. Neither party is required to purchase equipment, provide matching funds, administer a grant, or incur new costs unless separately agreed in writing. Contractor personnel will not perform custody, transport, restraint, or other correctional -security duties. VALLEY HEALTH AND COUNSELING agree to: a. Designate Tanner Rapp or designee as Contractor's liaison with KCJ and Tanner Rapp or designee as the billing and contract contact. b. Provide the listed services presented in this exhibit. c. Provide a monthly, de -identified aggregate report for KCJ leadership stating the number of assessments completed by service, the number of unique individuals served by service category, and the number of referrals made. Where reasonably available from existing systems, the report may also include service timeliness, telehealth utilization, referral status or closure, and discharge or reentry referrals. Neither party must create a new reporting system or perform material custom analytics without a separately approved scope and price. Reports will not include protected health information, psychotherapy notes, or identifiable Part 2 information unless disclosure is specifically authorized by law and the applicable privacy agreement. d. Qualified Substitute: VALLEY HEALTH AND COUNSELING may, with advance notice to KCJ, if the designated Practitioner is not available for any reason, provide a substitute for the Practitioner of equal or greater qualifications. The period of notice shall be as much as reasonably possible, consistent with the circumstances that require the substitution. It is the intent of the parties that a specific substitute be designated and utilized to the greatest extent possible so that continuity of care is maintained. VALLEY HEALTH AND COUNSELING and KCJ mutually agree: a. To maintain an open line of communication between KCJ staff and VALLEY HEALTH AND COUNSELING staff for sharing pertinent information about incarcerated individuals' behavior. b. To have a schedule that is flexible and consistent with KCJ operations and maintain their credential status. c. Contractor and KCJ shall comply with HIPAA, 42 C.F.R. Part 2, chapter 70.02 RCW, and other applicable confidentiality laws. Before any exchange of protected health information or Part 2 records, the parties shall execute and incorporate a Business Associate Agreement and Kittitas County Agreement for Services (rev. 5/14/25) Page 6 of 23 any required Part 2 provisions. Those privacy terms control over any conflicting provision of this Agreement. d. To acknowledge that incarcerated individuals may refuse VALLEY HEALTH AND COUNSELING services except to any extent mandated by law including court order. e. That the VALLEY HEALTH AND COUNSELING MHC's activities will not go beyond those duties as approved by KCJ and VALLEY HEALTH AND COUNSELING except as otherwise provided by law. f. VALLEY HEALTH AND COUNSELING agree to remove any MHC provided to KCJ immediately upon written request by KCJ. g. Contractor will bill an eligible third -party payer only when coverage is active on the date of service, the service is lawfully covered in the correctional setting, and Contractor is enrolled and authorized to bill. If coverage is inactive or cannot be verified at the time of service, incarceration makes the service ineligible for third -party payment, or a claim is denied for a reason other than Contractor billing error, the County will reimburse Contractor at the Medicaid -equivalent rate defined in Attachment `B." Contractor will not balance -bill incarcerated individuals. h. Specific services may be cancelled or rescheduled for good cause by either party. "Good cause" includes documented security, safety, clinical, or unforeseen staffing concerns affecting safe operations. Except for a documented emergency, County cancellations made less than twenty- four (24) hours before reserved clinician time may be billed at the applicable rate in Attachment "B Kittitas County Agreement for Services (rev. 5/14/25) Page 7 of 23 ATTACHMENT "B" COMPENSATION THE COUNTY WILL NOT PROCESS PAYMENT FOR SERVICES RENDERED UNDER THIS AGREEMENT UNTIL CONTRACTOR SUBMITS A COMPLETED W-9 (SEE ATTACHMENT "E"). As full compensation for covered clinical services under Attachment "A," the County shall pay Contractor one hundred percent (100%) of the Washington Apple Health (Medicaid) fee -for -service maximum allowable amount effective on the date of service for the correctly documented code, modifier, unit, provider type, age, place of service, and facility or non -facility designation. "Medicaid -equivalent rate" means that amount, including any generally applicable HCA enhancement or reduction for which the service and rendering provider qualify, without requiring the client or service to be payable by Medicaid. The controlling schedules are: (a) mental health and psychology services, the HCA Mental Health and Psychology Services Fee Schedule; (b) substance use disorder services, the HCA Substance Use Disorder Fee Schedule and applicable Service Encounter Reporting Instructions (SERI); and (c) behavioral -health practitioner and medication -management services, the HCA Physician -Related Services/Health Care Professional Services Fee Schedule. HCA's billing guides and coverage rules determine the correct code and rate. The companion Clinical Operations MOU contains a rate -verification table using the July 1, 2026, schedules. If HCA publishes no rate for a requested service, including court, training, meeting, or administrative time, the parties must agree to a written rate before the service is performed. Contractor will invoice monthly. Each invoice will identify the service date, category, code, modifier, units, rendering provider type, applicable HCA schedule and effective date, insurance status or payer disposition, and calculated amount. Undisputed amounts are due within thirty (30) calendar days. The County must identify disputed items in writing within fifteen (15) calendar days and timely pay all undisputed portions. Undisputed amounts not paid within thirty (30) calendar days accrue interest as provided by chapter 39.76 RCW. Contractor will first bill Medicaid, Medicare, or private insurance only when coverage is active on the date of service, the individual and service are eligible, the service is lawfully payable in the correctional setting, and Contractor is authorized to bill. The County will reimburse Contractor at the Medicaid -equivalent rate in Attachment "B" when the client lacks active insurance at the time of the visit, coverage cannot be verified, incarceration or payer policy prevents payment, or the claim is denied for a reason other than Contractor billing error. Contractor need not wait for a denial when eligibility records establish that no payer is available. The County will not condition payment on collection from the client, and Contractor will not bill the client. Unless otherwise provided herein, Contractor shall be solely responsible for Contractor's travel and related expenses. Kittitas County Agreement for Services (rev. 5/14/25) Page 8 of 23 ATTACHMENT "C" INSURANCE 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 VII or better in the most recently published edition of Best's Reports unless otherwise approved bythe County. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. At a minimum, Contractor shall maintain and provide proof of the following selected options: ® Commercial General Liability Insurance • Coverage limits not less than: • $2,000,000 per occurrence, for all covered losses • $4,000,000 general aggregate • $4,000,000 products & completed operations aggregate • $2,000,000 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 Insurance • Automobile Liability for owned vehicles used in contract performance and hired and non - owned vehicles, with limits stated below. Transportation of incarcerated individuals or pollutants is not contemplated; MCS 90 and CA 9948 endorsements are not required unless the parties add such transportation by written amendment. • Coverage limits not less than: • $1,000,000 combined single limit ® Excess or Umbrella Liabilitv • Contractor shall provide Excess or Umbrella Liability coverage of $1,000,000 per occurrence and $1,000,000 aggregate applying at least to Commercial General Liability. Any higher limit or application to additional underlying coverage requires a written amendment and an equitable adjustment for the incremental premium. • 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 & Employer's Liabilitv Kittitas County Agreement for Services (rev. 5/14/25) Page 9 of 23 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 Liability / Errors and Omissions Liability • Coverage limits not less than: • $1,000,000 each claim and $6,000,000 aggregate • Contractor must provide evidence of this coverage on a policy form appropriate to Contractor's profession. ❑ [ 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, Sexual Abuse & Molestation, Jones Act, Longshoremen/Harborworkers, Marine. ] Contractor shall furnish to the County a Certificate of Insurance, with endorsement where required above, as evidence that policies providing insurance required by this Agreement are in full force 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 will provide the County prompt written notice after Contractor receives notice from an insurer of cancellation, material reduction, or non -renewal of required coverage, and will use commercially reasonable efforts to provide at least thirty (30) days' advance notice when available. Contractor shall assume full responsibility for all loss or damage from any cause whatsoever to any tools, machinery, equipment, or motor vehicles owned or utilized by Contractor, or Contractor's agents, employees, suppliers or contractors, as well as to any temporary structures, scaffolding and/or protective fences. 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 Insurance 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. Kittitas County Agreement for Services (rev. 5/14/25) Page 10 of 23 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 Payment: Compensation to Contractor for services rendered under this Agreement shall be as set forth in Attachment "B". Where Attachment "B" 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 Countyvoucher system, for Contractor's services pursuant to the fee schedule set forth in Attachment "B". In the event Contractor fails to perform any of its obligations under this Agreement within the time specified herein, the County may withhold only the amounts reasonably attributable to the nonconforming services, after written notice identifying the failure and consistent with the dispute process in Attachment "B;' until the failure is cured or resolved; all undisputed amounts remain due and payable. The Countywill 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 Internal Revenue Service at the end of the calendar year in accordance with applicable IRS regulations. It 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 Contractor's performance of this Agreement. The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. Contractor must pay all othertaxes, including but not limited to: business and occupation tax; or taxes based 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 in whole or materially subcontracted without the County's prior written approval, which will not be unreasonably withheld or delayed. Use of Contractor employees and qualified substitutes under Attachment "A" is not an assignment or subcontract and requires notice rather than prior approval. 6. Right to Review; Maintenance 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 Kittitas County Agreement for Services (rev. 5/14/25) Page 11 of 23 components of the work performed under this Agreement by whatever means are deemed expedient by the County. Except for a documented emergency or legally required audit, review will occur on reasonable advance notice during business hours and will be limited to nonclinical financial, credentialing, staffing, and performance records reasonably related to this Agreement. Access to protected health information, psychotherapy notes, Part 2 records, privileged communications, or direct contact with service recipients requires a lawful basis, minimum - necessary limitation, and compliance with the Business Associate Agreement and Part 2; de -identified records will be used whenever sufficient. Contractor shall 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 7.1. 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 Neither party may unilaterally change clinical scope, staffing levels, schedules, deliverables, rates, or material performance obligations. Any material change requires a written amendment signed by both parties, including an equitable adjustment to compensation and time. Contractor is not required to perform changed work before the amendment is effective, except for a short-term emergency measure that Contractor accepts in writing and that is consistent with licensure and patient safety. 8. Termination 8.1 This Agreement may be terminated at any time by mutual written agreement of the parties. 8.2 Either party may terminate this Agreement without cause upon thirty (30) days' written notice. The County may require an earlier cessation only for a documented immediate safety, licensure, confidentiality, or funding issue. The County will pay for all conforming services performed, reserved cancellation time properly chargeable under Attachment "A," and approved noncancelable commitments through the effective date. 8.3 If Contractor materially defaults, the County will provide written notice describing the default and ten (10) business days to cure, except where an immediate safety, licensure, or confidentiality threat cannot reasonably be cured. If the default remains uncured, the County may terminate and obtain substitute performance. Contractor remains entitled to payment for conforming services already performed. Any offset is limited to documented, direct, and reasonable costs caused by the uncured default; neither party is liable under this paragraph for consequential, special, exemplary, or punitive damages. 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. Indemnification 9.1 To the fullest extent permitted by law, each party will indemnify, defend, and hold harmless the other party and its officials, employees, and agents from third -party claims, damages, losses, and reasonable defense costs, but only to the extent caused by the indemnifying party's negligent or wrongful acts or omissions, material breach, or willful misconduct in performing this Agreement. Neither party will indemnify the other for the other party's negligence or willful misconduct. Contractor's obligation does not extend to County custody or security operations, premises conditions, County systems, or acts of County personnel. Any waiver of immunity under RCW Title 51 is limited to claims by Contractor personnel and to the extent of Contractor's fault, and the Kittitas County Agreement for Services (rev. 5/14/25) Page 12 of 23 parties acknowledge that this limited waiver was mutually negotiated. Except for the parties' indemnification obligations for third -party claims under this Section 9, neither party will be liable to the other for consequential, special, incidental, exemplary, or punitive damages arising out of or relating to this Agreement. 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 In 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: In the event that any litigation should arise concerning this Agreement, the venue forsuch action shall be in the Superior Court of the State of Washington in and forthe Countyof Kittitas. This Agreement shall be governed by the laws of the State of Washington. 11. Non-AppropriationofFunds: If 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. The County will provide Contractor prompt written notice upon learning that sufficient funding will not be appropriated, and Contractor's obligation to perform ends on the date funding ends. No penalty or expense shall accrue to the County in the event this provision applies, provided the County pays for conforming services performed through that date. 12. Contractor Commitments. Warranties. and Representations: Contractor represents and warrants as follows: 12.1 Contractor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Washington, and has all requisite company power and authority to enter into and to perform its obligations under this Agreement. 12.2 Contractor has the authority to execute this Agreement, to make the representations and warranties set forth herein, and to perform its obligations hereunder. 12.3 This Agreement has been validly executed by an authorized representative of Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor. 12.4 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. 12.6 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. Kittitas County Agreement for Services (rev. 5/14/25) Page 13 of 23 12.7 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 Items Produced: The County owns final administrative reports and other deliverables specifically created for and paid for by the County under this Agreement. Contractor retains ownership of preexisting materials, clinical methods, forms, templates, software, know-how, and improvements, subject to a nonexclusive license for the County to use paid deliverables for its governmental purposes. Medical and clinical records, protected health information, psychotherapy notes, and Part 2 records are not work product or County - owned intellectual property and remain governed by applicable law, professional duties, the County EHR arrangement, and the parties' privacy agreements. 14. Intellectual Property Infringement: 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. 15. Use of County 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. 16. Disputes: The parties will first attempt in good faith to resolve disputes through their designated contract representatives, followed by executive -level negotiation. If unresolved after thirty (30) days, either party may request nonbinding mediation, with costs shared equally. Either party may then pursue remedies in the court identified in Section 10. Arbitration is permitted only by a separate written agreement signed after the dispute arises. 17. Confidentiality: Each party and its personnel will protect the other party's confidential information and use it only for this Agreement, except as authorized in writing or required by law. Health information and substance use disorder records are governed by HIPAA, 42 C.F.R. Part 2, chapter70.02 RCW, professional privilege, and will be protected as required by these authorities and the parties separate Data Protection Agreement. Contractor agrees to conspicuously mark any non -health related record Contractor believes to be proprietary or otherwise confidential with "CONFIDENTIAL— DO NOT DISCLOSE" at the top of the page. When legally permitted, the County will provide prompt notice of a public records or legal request for any appropriately marked Contractor record reviewed by County staff responding to such request. 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 email to the listed contacts, effective upon acknowledgment of receipt, or by regular first-class mail if 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 under this Agreement are rendered. Notices given by the County shall be provided to Contractor at Contractor's address listed on page 1 of this Agreement. Kittitas County Agreement for Services (rev. 5/14/25) Page 14 of 23 19. 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. Where reasonably curable, Contractor will correct a deficient administrative deliverable without additional compensation. This remedy does not require alteration of an accurate clinical record, override independent clinical judgment, or guarantee a clinical outcome. 20. Nondiscrimination 20.1 In 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, pregnancy, sexual orientation, gender identity or expression, 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 because of their age, race, creed, color, national origin, citizenship or immigration status, sex, pregnancy, sexual orientation, gender identity or expression, 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. 20.2 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, pregnancy, sexual orientation, gender identity or expression, 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. 20.3 If any assignment and/or subcontracting has been authorized by the County, said assignment or subcontract shall include appropriate safeguards against discrimination. 21. 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, or the exercise of any right or privilege hereunder, unless otherwise stated in a writing, signed by the parties hereto. 22. 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. 23. Survival: The provisions of paragraphs 2, 3, 4, 6, 8, 9, 10, 13, 14, 15, 16, 17, 19, 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. 24. 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 Kittitas County Agreement for Services (rev. 5/14/25) Page 15 of 23 between the parties. Except as provided elsewhere in this Agreement, no modification or waiver is valid unless in writing and signed by the parties. If this Agreement conflicts with the Business Associate Agreement or applicable Part 2 terms concerning protected information, the more protective privacy requirement controls. 25. Severability: If 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. 26. Time: Time is of the essence in the performance of this Agreement unless otherwise agreed between the parties in a signed writing. 27. Construction: This Agreement has been mutually reviewed and negotiated by the parties, and should not be construed against the drafter. 28. Agreement Not for Benefit 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. Kittitas County Agreement for Services (rev. 5/14/25) Page 16 of 23 Formw-9 Request for Taxpayer Give form to the (Rev. March 2024) Identification Number and Certification requester. Do not Impartment of the Treasury Go to www.irs.gov/F`ormW9 for instructions and the latest information. send to the IRS. Internal Revenue Service Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below. t Name of entity/indVdual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner's name on line 1, and enter the husiness/disregarded entity's name on line 2.) County of Kittitas 2 Business nameldisregarded entity name, if different from above. Kittitas County s" 3a Check the appropriate box for federal tax classification of the entitylindividual whose name is entered online 1. Check 4 Exemptions (codes apply only to wonly one of the following seven boxes. certain entities, not individuals; rY s ❑ Individual/sole proprietor ❑ C corporation ❑ S corporation ❑ Partnership ❑ Trustiestate see instructions an page 3): 0 C ❑ LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) . . . . Exempt payee code Of any) 3 a o u Note: Check the "LLC" box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax Exemption from Foreign Account Tax classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate a` box for the tax classification of its owner. Compliance Act (FATCA) reporting ❑r Other (see instructions) Local Government code (if any) a (Applies to accounts maintained 3b If on line 3a you checked "Partnership" or'Trustlestate," or checked "LLC" and entered "P" as its tax classification, y and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check this box if have foreign beneficiaries. See instructions ❑ outside the United States.) Ha you any partners, owners, or . . . . . . . . . w5 Address (number, street, and apt. or suite no.). See instructions. Requester's name and address (optional) 205 W 5th Ave, Suite 105 6 City, state, and 21P code Ellensburg, WA 99926 7 List account numbers) here (optional) 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 M backup withholding_ For individuals, this is generally your social security number (SS". However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other — ernules, I[ rs yuur Gnlprluyier rJtn nmcauun nU1I Wer tG114J. II yUU UU IIUI rlavi; a 11U1IIUM, sae now iu ye[ a or TIN, later. Employer ldentircatian number Note: If the account is in more than one name, see the instructions for line t. See also What Name and Number'ro Give the Requester for guidelines on whose number to enter. 9 1 6 0 0 1 1 3B 9 Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA 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 dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part 11, later. Sign Signature of 11 nt Here U.S. person p016�l�t / J�4,t Y'-iii 11 ed j� Gate f ` 5 — Z DZ b General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. What's New Line 3a has been mod(fiad to clarify how a disregarded entity completes this line. An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, It should check the "LLC" box and enter its appropriate tax classification. New line 3b has been added to this form. A flow -through entity is required to complete this line to indicate that it has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow -through entity in which it has an ownership interest. This change is intended to provide a flow -through entity with information regarding the status of its indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS is giving you this form because they Cat. No. 10231X Form W-9 (Rev. 3-2024) Form W-9 (Rev. 3-2024) must obtain your correct taxpayer Identification number (TIN), which may be your social security number (SSN), Individual taxpayer Identification number (ITIN), adoption taxpayer Identification number (ATIN), or employer Identification number (EIN), to report on an Information return the amount paid to you, or other amount reportable on an information return. Examples of information returns Include, but are not limited to, the following. • Form 1099-INT (interest earned or paid). • Form 1099-DIV (dividends, including those from stocks or mutual funds). • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds). • Form 1099-NEC (nonemployee compensation). • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers). • Form 1099-8 (proceeds from real estate transactions). • Form 1099-K (merchant card and third -party network transactions). • Form 1098 (home mortgage interest), 1098-E (student loan interest), and 1098-T (tuition). • Form 1099-0 (canceled debt). • Form 1099-A (acquisition or abandonment of secured property). Use Form W-9 only if you are a U.S. person (Including a resident alien), to provide your correct TIN. Caution: If you don't return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. By signing the filled -out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be Issued); 2. Certify that you are not subject to backup withholding; or 3. Claim exemption from backup withholding if you are a U.S. exempt payee; and 4. Certify to your non -foreign status for purposes of withholding under chapter 3 or 4 of the Code (If applicable); and 5. Certify that FATCA code(s) entered on this form (If any) indicating that you are exempt from the FATCA reporting is correct. See What Is FATCA Reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form If it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person If you are: • An individual who Is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding. Payments made to foreign persons, including certain distributions. allocations of Income, or transfers of sales proceeds, may be subject to withholding under chapter 3 or chapter 4 of the Code (sections 1441-1474). Under those rules, If a Form W-9 or other certification of non -foreign status has not been received, a withholding agent, transferee, or partnership (payor) generally applies presumption rules that may require the payor to withhold applicable tax from the recipient, owner, transferor, or partner (payee). See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entitles. The following persons must provide Form W-9 to the payor for purposes of establishing Its non -foreign status. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the disregarded entity. • In the case of a grantor trust with a U.S, grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the grantor trust. • In the case of a U.S. trust (other than a grantor trust), the U.S. trust and not the beneficiaries of the trust. See Pub. 515 for more information on providing a Form W-9 or a certification of non -foreign status to avoid withholding. Foreign person. If you are a foreign person or the U.S, branch of a foreign bank that has elected to be treated as a U.S. person (under Regulations section 1.1441-1(b)(2)(ty) or other applicable section for chapter 3 or 4 purposes), do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a qualified foreign pension fund under Regulations section 1.8970)-l(d), or a partnership that Is wholly owned by qualified foreign pension funds, that Is treated as a non -foreign person for purposes of section 1445 withholding, do not use Form W-9, Instead, use Form W-8EXP (or other certification of non -foreign status). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of Income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S, resident alien who is relying on an exception contained in the saving clause of atax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five Items. 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the Income. 3. The article number (or location) in the tax treaty that contains the saving clause and Its exceptions. 4. The type and amount of Income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship Income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if their stay In the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first Protocol) and is relying on this exception to claim an exemption from tax on their scholarship or fellowship income would attach to Form W-9 a statement that Includes the Information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What Is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called "backup withholding" Payments that may be subject to backup withholding include, but are not limited to, interest, tax-exempt Interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee, pay, payments made in settlement of payment card and third -party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable Interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester; 2. You do not certify your TIN when required (see the instructions for Part II for details); 3. The IRS tells the requester that you furnished an Incorrect TIN; 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only); or 5. You do not certify to the requester that you are not subject to backup withholding, as described in Item 4 under "By signing the filled - out form" above (for reportable interest and dividend accounts opened after 1983 only). Form W-9 (Rev. 3-2024) Page 3 Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. See also Establishing U.S, status for purposes of chapter 3 and chapter4 withholding, earlier. What Is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all U.S, account holders that are specified U.S. persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more Information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments In the future from this person. For example, you may need to provide updated Information If you are a C corporation that elects to be an S corporation, or If you are no longer tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure Is due to reasonable cause and not to willful neglect. Civil penalty for false Information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or Imprisonment. Misuse of TINs. If the requester discloses or uses TINs In violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (otherthan an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered In Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. • Individual. Generally, enter the name shown on your tax return. If you have changed your last name without Informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note for ITIN applicant: Enter your Individual name as It was entered on your Form W-7 application, line 1 a. This should also be the same as the name you entered on the Form 1040 you filed with your application. • Sole proprietor. Enter your Individual name as shown on your Form 1040 on line 1. Enter your business, trade, or "doing business as" (DBA) name on line 2. • Partnership, C corporation, S corporation, or LLC, other than a disregarded entity. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. • Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. Enter any business, trade, or DBA name on line 2. • Disregarded entity. In general, a business entity that has a single owner, including an LLC, and is not a corporation, is disregarded as an entity separate from its owner (a disregarded entity). See Regulations section 301.7701-2(c)(2). A disregarded entity should check the appropriate box for the tax classification of Its owner. Enter the owner's name on line 1. The name of the owner entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the Income tax return on which the Income should be reported. For example, If a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name Is required to be provided on line 1. If the direct owner of the entity Is also a disregarded entity, enter the first owner that Is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even If the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, enter It on line 2. Line 3a Check the appropriate box on line 3a forthe U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3a. IF the entity/individual on line 1 THEN checkthe box for ... is a(n) ... • Corporation Corporation. • Individual or Individualtsole proprietor. • Sole proprietorship • LLC classified as a partnership Limited liability company and for U.S. federal tax purposes or enter the appropriate tax • LLC that has filed Form 8832 or classification: 2553 electing to be taxed as a P = Partnership, corporation C = C corporation, or S = S corporation. • Partnership Partnership. • TmsUestate Trustfestate. Line 3b Check this box if you. are a partnership (including an LLC classified as a partnership for U.S. federal tax purposes), trust, or estate that has any foreign partners, owners, or beneficiaries, and you are providing this form to a partnership, trust, or estate, In which you Have an ownership interest. You must check the box on. line 3b If you receive a Form W8 (or documentary evidence) from any partner, owner, or beneficiary establishing foreign status or if you receive a Form W-9 from any partner, owner, or beneficiary that has checked the. (lox on line 31h. Nate: A partnership that provides a Form W-9 and checks box 3b may be required to complete Schedules K-2 and K-3 (Form 1065). For more Information, seethe Partnership Instructions for Schedules K-2 and K-3 (Form 1065). If you are required to complete line 3b but fail to do so, you may not receive the information necessary to file a correct Information return with the IRS or furnish a correct payee statement to your partners or beneficiaries. See, for example, sections 6698, 6722, and 6724 for penalties that may apply. Line 4 Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any codes) that may apply to you. Exempt payee code. • Generally, Individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third -party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys' fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes Identify payees that are exempt from backup withholding. Enter the appropriate code in the space on line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2). Farm W-9 (Rev. 3-2024) Page4 2—The United States or any of Its agencies or Instrumentalities. 3—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or Instrumentalities. 4—A foreign government or any of its political subdivisions, agencies, or Instrumentalities. 5—A corporation. 6—A dealer In securities or commodities required to register In the United States, the District of Columbia, or a U.S. commonwealth or territory. 7—A futures commission merchant registered with the Commodity Futures Trading Commission. 8—A real estate investment trust. 9—An entity registered at all times during the tax year under the Investment Company Act of 1940. 10—A common trust fund operated by a bank under section 584(a). 11—A financial Institution as defined under section 581. 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. The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for... THEN the payment is exempt for... • Interest and dividend payments All exempt payees except for 7, • Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. • Barter exchange transactions Exempt payees 1 through 4. and patronage dividends • Payments over $600 required to Generally, exempt payees be reported and direct sales over 1 through 5' $5,000, • Payments made in settlement of Exempt payees 1 through 4. payment card or third -party network transactions t See Form 1099-MISC, Miscellaneous Information, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial Institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain If the financial Institution Is subject to these requirements. A requester may Indicate that a code Is not required by providing you with a Form W-9 with "Nat Applicable" (or any similar Indication) entered on the line for a FATCA exemption code. A —An organization exempt from tax under section 501(a) or any Individual retirement plan as defined In section 7701(a)(37). B—The United States or any of Its agencies or Instrumentalities. C—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or Instrumentalities, D—A corporation the stock of which Is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(1). E—A corporation that Is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(1). F—A dealer In securities, commodities, or derivative financial instruments (Including notional principal contracts, futures, forwards, and options) that Is registered as such under the laws of the 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 at all times during the tax year under the Investment Company Act of 1940. I —A common trust fund as defined in section 584(a). J—A bank as defined in section 681. K—A broker. L—A trust exempt from tax under section 664 or described In section 4947(a)(1). M—A tax-exempt trust under a section 403(b) plan or section 457(g) plan. Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This Is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, enter "NEW" at the top. If a new address Is provided, there is still a chance the old address will be used until the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have, and are not eligible to get, an SSN, your TIN is your IRS ITIN. Enter It in the entry space for the Social security number. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single -member LLG that Is disregarded as an entity separate from its owner, enter the owner's SSN (or EIN, if the owner has one). If the LLC Is classified as corporation or partnership, enter the entity's EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local $SA office or get: this form online at www.SSA.gov. You may also get this form by calling $00.772-1213. Use Form W-7, Application for IRS Individual Taxpayer identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online. by accessing the IRS website at wwwdrs,gov/EIN. Go to w drs.gov/Forms to view, download, or print Form W-7 and/or Form 38-4, Or, you can go to www.trs,gov/OrderForms to place an order and have Form W-7 and/or Form SS-4 mailed to you within 15 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and enter "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For Interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to got aTIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering "Applied For" means that you have already applied for a TIN or that you Intend to apply for one scan. See also Establishing U.S. status forpurposes of chapter and chapter withholding, earlier, for when you may instead be subject to withholding under chapter 3 or 4 of the Code. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Form W-9 (Rev. 3-2024) Page 5 Part [I. Certification To establish to the withholding agent that you area U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if Item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown In Part I should sign (when required). In the case of a disregarded entity, the person Identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated In Items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If 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 certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an Incorrect TIN. "Other payments" Include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third -party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account: Give name and SuN of: 1. Individual The individual 2. Two or more Individuals (Joint account) The actual owner of the account or, other than an account maintained by If combined funds, the first Individual an FFI on the account' 3. Two or more U.S. persons Each holder of the account Qolnt account maintained by an FFI) 4. Custodial account of a minor The minor (Uniform Gift to Minors Act) 5, a. The usual revocable savings trust The grantor -trustee[ (grantor is also trustee) b. So-called trust account that Is not The actual owner[ a legal or valid trust under state law 6. Sole proprietorship or disregarded The owners entity owned by an individual 7. Grantor trust filing under Optional The grantor' Filing Method 1 (see Regulations section 1.671-4(b)(2)(Q(A))"" For this type of account: l Give name and EIN of: 8. Disregarded entity not owned by an The owner Individual 9. A valid trust, estate, or pension trust Legal entlty4 10, Corporation or LLC electing corporate The corporation status on To" 8832 or Form 2553 11. Association, club, religious, charitable, The organization educational, or other tax-exempt organization 12. Partnership or multi -member LLC The partnership 13, A broker or registered nominee The broker or nominee 14. Account with the Department of The public entity Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 15. Grantor trust filing Form'1041 or The trust under the Optional Filing Method 2, requiring Form 1099 (see Regulations section 1.6714(b)(2)(1)(13))" f List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. 'Circle the minor's name and furnish the minor's SSN. 'You must show your Individual name on line 1, and enter your business or DBA name, if any, on line 2. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity Itself is not designated In the account title.) 'Note: The grantor must also provide a Form W-9 to the trustee of the trust. '"For more information on optional filing methods for grantor trusts, see the Instructlons for Form 1041. Note: if no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records From Identity Theft Identity theft occurs when someone uses your personal information, such as your name, SSN, or other identifying Information, without your permission to commit fraud or other crimes. An Identity thief may use your SSN to gat a job or may tine a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax return preparer. if your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by Identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity, or a questionable credit report, contact the IRS Identity Theft Hotline at 800-908-4490 or submit Form 14039. For more Information, see Pub. 6027, Identity Theft Information for Taxpayers. Fom, W-9 (Rev, 3-2024) Page G Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help In resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll -free case Intake line at 877-777-4778 or TTY7TDD 800-829-4059. Protect yourself from suspicious smalls or phishing schemes. Phishing is the creation and use of small and websites designed to mimic legitimate business malls and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for Identity theft. The IRS does not Initiate contacts with taxpayers via emalls. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@lrs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 800-366-4484. You can forward suspicious smalls to the Federal Trade Commission at Spam®uce.gov or report them at www.ftc.govkomplaint. You can contact the FTC at www.ftc gov11dtheff or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.ldentityThaft.gov and Pub. 5027. Go to www1m.govIldentityTheft to learn more about Identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS 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 IRA, Archer MSA, or HSA. The person collecting this form uses the Information on the form to file information returns with the IRS, reporting the above information, Routine uses of this information include giving It to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and territories for use in administering their laws. The information may also be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agenciesto combat terrorism, You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payors must generally wlfhhold a percentage of taxable Interest, dividends, 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.