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2020-111 Agrmt- Cornforth Consultants Inc.
• PERSONAL SERVICES AGREEMENT.(GREATER THAN $25,000.00) CONSULTANT: Cornforth"Consultants Inc. • CITY OF CONSULTANT'S CONTACT: Gerry Heslin ASHLAND 20 East Main Street ADDRESS: 10250 SW Greenburg Road, Suite 111 Ashland,Oregon 97520 Portland, Oregon 97223 Telephone: 541/488=5587 TELEPHONE: (503)452-1100 Fax: 541/488-6006 . This Personal Services Agreement(hereinafter"Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation(hereinafter"City")and Cornforth Consultants Inc. a domestic business corporation("hereinafter"Consultant"),for engineering services related to addressing comments from the Federal Energy Regulatory Commission(FERC) on the 2018 Part 12 Consultant Safety Inspection Report(CSIR)for Hosier-Dam. NOW THEREFORE, in consideration of the mutual covenants contained herein,the City and Consultant hereby agree as follows: 1. Effective Date and Duration: This Agreement shall become effective on the date of execution on behalf of the City,as set forth below(the"Effective Date"), and unless sooner terminated as specifically provided herein,shall terminate upon the City's affirmative acceptance of Consultant's Workas complete and Consultant's acceptance of the City's final payment therefore, but not later than February'28,2021. • 2. Scope of Work: Consultant will provide engineering services related to addressing comments from the Federal Energy Regulatory Commission(FERC) on the 2018 Part 12 Consultant Safety Inspection Report(CSIR)for Hosier Dam as more fully set forth in the Consultant's Proposal dated June 2,2020',which is attached hereto as"Exhibit A"and incorporated herein by this reference. Consultant's services are collectively referred to in this Agreement as the"Work." 3. Supporting Documents/Conflicting Provisions: This Agreement and any exhibits or other supporting documents shall be construed to be mutually complementary and supplementary wherever possible. In the event of a conflict which cannot be so resolved,the provisions of this• Agreement itself shall control over any conflicting provisions in any Of the exhibits or supporting documents. V 4. All Costs Borne by Consultant: Consultant shall,at its:own risk,perform the Work described above and,unless otherwise specified in this Agreement,furnish all labor,equipment,and materials required for the proper performance of such Work. • Page 1 of 7: Personal Services Agreement with Cornforth Consultants Inc. f FORM #3 CITY OF A request for Purchasee Order ASHLAND • REQUISITION Date of request 06/10/2020 Vendor Name ,Cornforth Consultants Address,City,State,Zip 102 SW Greenberg Road,Suite 111 Portland,OR 97223 : Contact Name Gerry Heslin,PE Telephone Number 503-452-1100 Email address gheslinna cornforthconsultants.com SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑. Reason for exemption: 0 Invitation to Bid (Copies on file) U. Form#13,Written findings and Authorization ❑ AMC 2.50 - • Date approved by Council. 0 Written quote or proposal attached ❑ Written quote or proposal attached ' _(Attach copy of council communication) _(If council approval required,attach copy of CC) ❑ Small Procurement Cooperative Procurement Less than$5,000 0 Request for Proposal (Copies on file) ❑ State of Oregon ▪ Direct Award Date approved.by Council: 615/18(continuation) Contract# • (Attach copy of council communication) ❑ VerballWrilten quote(s)or proposals) 0 State of Washington Intermediate Procurement 0 Sole Source Contract# - • GOODS&SERVICES ❑ Applicable Form(#5,6,7 or 8) Q Other government agency contract $5,000 to$100,000 '❑ Written quote or proposal attached Agency ❑ (3)Written quotes and solicitation attached ❑ Form#4, Personal Services$5K to$75K Contract# PERSONAL SERVICES ❑ Special Procurement . Intergovernmental Agreement $5,000 to$75,000 - ❑ Form#9;Request for Approval 0 Agency ❑ Less than$35,000,by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council: ❑ (3)Written proposals/written solicitation Date approved by Council: (Date) ❑ Form#4, Personal Services.$5Kto$75K Valid until: _ _ _ _(Date) —(Attach copy of council communication) Description of SERVICES. Total Cost NODES Permitting Support Project $45,500 00' Item# Quantity Unit Description of MATERIALS Unit Price Total Cost ❑■ Per attached quote/proposal 'TOTAL COST ; Expendilure.inust be,cliarged to We appropriate account numbers.for.the financials to retied the actual expendituresaccurate*. - Project Ntitnber 2018=15 Account Num-.ber' 081500 704200 45,500. —1- - 00 — — _ - !- — —•— ProJect Number. -_ _ = Account Number. - _ _ _ _ _ _•_ ,Project,Number _ Account Number . - $ IT Director in collaboration with department to approVe•ali hardware and software pOrchasers By signing this �requisition nfform, ,II certify that the City's public contracting requirements have been'satisfied. IT Director Date Support-Yes/,No p Y �*,JOt. a 0 :Ue� �r vvcxx . ,�e Em to ee: Department Head: `a I tV to or greater than$5;000) ' Department Manager/Supervisor: City Administrator: _ - �' (Equal to or greater than$25,000) ' Funds appropriated for currentfiscal'year YES.1 NO . .- - .. - Finance Director:(Egralto orgreaterih'an$5,000) Data ) ' 'Comments: - . ---.----- - ._ --. .- •-. ._ —.- _ Form#3-Requisition 5. Qualified Work: Consultant has.represented,,and by entering into this Agreement now , represents,that all personnel assigned to the Work to be performed under this Agreement are fully qualified to perform the service to which they will be assigned in a skilled and worker-like manner and,if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded. Work will be completed within generally accepted standards of professional care followed by practitioners in the same locality and under similar conditions. 6. Compensation: City shall pay Consultant the sum of$45,500.00 (forty-five thousand five hundred dollars)as full compensation for Consultant's performance of all Work under this Agreement. In no event shall Consultant's total of all compensation and reimbursement under this Agreement exceed the sum of$45,500.00 (forty-five thousand five hundred dollars) without the express,written approval from the City official whose signature appears below,or such official's successor in office. Payments shall be made within thirty(30)days of the date of receipt by the City of Consultant's invoice. Should this Agreement be terminated prior to completion of all Work,payments will be made for any phase of the Work completed and accepted as of the date of termination. 7. Ownership of Work/Documents: All Work,work product, or otherdocuments produced in furtherance of this Agreement belong to the City, arid any copyright,patent,trademark proprietary or any other protected intellectual property right shall vest in and is hereby assigned to the City. 8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 27913.220,279B.230 and 279B.235. 9. Living Wage Requirements: If the amount of this Agreement is$21,507.75 or more, Consultant is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage,as defined in that chapter,to all employees performing Work under this Agreement and to any Subcontractor who performs 50%or more of the Work under this Agreement. Consultant is also required to post the notice attached hereto as"Exhibit B"predominantly in areas where it Will be seen by all employees. 10. Indemnification: Consultant hereby agrees to defend,indemnify, save, and hold City, its. officers, employees,and agents harmless from any and all losses,claims, actions, costs, expenses,judgments, or other damages resulting from injury to any person(including injury resulting in death),or damage(including loss or destruction)to property,of whatsoever nature to the extent caused by Consultant's willful misconduct or negligent acts, errors or omissions involved with the performance of this Agreement by Consultant(including but not limited to, Consultant's employees, agents,and others designated by Consultant to perform Work or services attendant to this Agreement). However, Consultant shall not be held responsible for any losses, expenses,claims,subrogations,actions,costs,judgments,or other damages, caused solely by the negligence of City. Page 2 of 7: Personal Services Agreement with Comforth Consultants Inc. 11. Termination: a. Mutual Consent. This Agreement may be terminated at any time by the mutual consent of both parties. _ b. City's Convenience. This Agreement may be terminated by City at any time upon not less than thirty(30)days' prior written notice delivered by certified mail or in person. c. For Cause. City may terminate or modify this Agreement,in whole or in part,effective upon delivery of written notice to Consultant,or at such later date as may be established by City under any of the following conditions: • i. If City funding from federal,state,county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; ii. If federal or state regulations or guidelines are modified,changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement or are no longer eligible for-the funding proposed for payments authorized by this Agreement; or iii. If any license or certificate required by law or regulation to be held by Consultant to provide the services required by this Agreement is for any reason denied,revoked, suspended,or not renewed. d. For Default or Breach. i. Either City or Consultant may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination the party seeking termination • shall give to the.other party written notice of the breach and its intent to terminate. If • the party committing the breach has not entirely cured the breach within fifteen(15) days of the date of thenotice,or within such other period as the party giving the notice may authorize in writing,then the Agreement may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Time is of the essence for Consultant's performance of each and every obligation and duty under this Agreement. City,by written notice to Consultant of default or breach, may at any time terminate the whole or any part of this Agreement if Consultant fails to provide the Work called for by this Agreement within the time specified herein or within any extension thereof. iii. The rights and remedies of City provided in this subsection(d)are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. e. Obligation/Liability of Parties. Termination or modification of this Agreement pursuant to subsections a,b,or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However,upon receiving a notice of termination(regardless whether such notice is given pursuant to Subsection a,b, c,or d of this section, Consultant shall immediately cease all activities under this Agreement, unless expressly directed otherwise by City in the notice of Page 3 of 7: Personal Services Agreement with Cornforth Consultants Inc. • termination.Further,upon termination, Consultant shall deliver to City all documents, information,works-in-progress and other property that are or would be deliverables had the Agreement been completed. City'shall pay Consultant for Work performed prior to the termination date if such Work was performed in accordance with this Agreement. 12. Independent Contractor Status: Consultant is an independent contractor arid not an employee of the City for any purpose. Consultant shall have the complete responsibility for the performance of this Agreement. Consultant shall provide workers'compensation coverage as required in ORS Chapter 656 for all persons employed to perform Work pursuant to this Agreement. Consultant is a subject employer that will comply with ORS 656.017. 13. Assignment: Consultant shall not assign this Agreement or subcontract any portion of the Work without the written consent of City. Any attempted assignmentor subcontract without written consent of City shall be void. Consultant shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them,arid the approval by City of any assignment or subcontract of the Work shall not create any contractual relation between the assignee or subcontractor and City. 14. Default. The Consultant shall be in default of this Agreement if Consultant: commits any material breach or default of any covenant,warranty,certification,or obligation under the Agreement; institutes an action for relief in bankruptcy or has instituted against it an actionfor insolvency;makes a general assignment,for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Agreement;or attempts to assign rights in, or delegate duties under,this Agreement. 15. Insurance..Consultant shall,at its own expense,maintain the following insurance: a. Worker's Compensation insurance in compliance with ORS 656.017,which requires subject employers to provide Oregon workers' compensation coverage for all theirsubject workers b. Professional Liability insurance with a combined single limit, or the equivalent, of not less than$2,000,000 (two million dollars)per occurrence. This is to cover any damages caused by error,omission or negligent acts related'to the Work to be provided under this Agreement. c. General Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars)per occurrence for Bodily Injury,Death, and Property Damage. d. Automobile Liability insurance with a combined single limit,or the equivalent,of not less than$1,000,000 (one million dollars)for each accident for Bodily Injury and Property Damage,including coverage for owned,hired or non-owned vehicles,as applicable. e. Notice of cancellation or change. There shall be no cancellation,material change,reduction of limits or intent not to renew the insurance coverage(s)without thirty(30)days' prior written notice from the Consultant or its insurer(s)to the City. f. Additional Insured/Certificates of Insurance. Consultant shall name the City of Ashland, Oregon,and its elected officials, officers and employees as Additional Insureds on any insurance policies, excluding Professional.Liability and Workers' Compensation,required herein,but only with Page 4 of 7: Personal Services Agreement with Comforth Consultants Inc. respect to Consultant's services to be provided under this Agreement. The consultant's insurance is primary, and non-contributory..As evidence of the insurance coverages required by this Agreement,,the Consultant shall furnish acceptable insurance certificates prior to commencing the Work under this Agreement. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If requested,complete copies of insurance.policies;trust agreements,etc. shall be provided to the City. The Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions,and/or self-insurance. 16. . Nondiscrimination: Consultant agrees that no person shall,on the grounds of race,color, religion,creed, sex,marital status,familial status or domestic partnership,national origin, age, - mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of any Work under this Agreement when employed by Consultant. Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes,rules and regulations. Further, Consultant agrees not to discriminate against a disadvantaged business enterprise,minority-owned business,woman- owned business,a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.110. 17. Consultant's Compliance With Tax Laws: - 17.1 Consultant represents and warrants to the City that: 17.1.1 Consultant shall,throughout the term of this Agreement, including any extensions hereof,comply with: (i)All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316,317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant;and (iii) Any rules,regulations,charter provisions,or ordinances that implement or enforce any of the foregoing tax laws or provisions. 17.1.2 Consultant,for a period of no fewer than six(6)calendar years preceding the Effective Date of this Agreement,has faithfully complied-with: (i) All tax laws of the State of Oregon,'including but not limited to ORS 305.620 and ORS Chapters 316,311,and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules,regulations,charter provisions, Or ordinances that implement or enforce,any of the foregoing tax laws or provisions. 18. Notice. Whenever notice is required or permitted to be given under this Agreement,such notice shall be given in writing to the other party by personal delivery,by sending via a reputable commercial overnight courier,by mailing using registered or certified United.States mail,return receipt requested,postage prepaid,or by electronically confirmed at the address or facsimile number set forth below: Page 5 of 7: Personal Services Agreement with Cornforth Consultants Inc. If to the City: City of Ashland-Public Works Department Attn: Contract Administrator - 20 E.Main Street Ashland, Oregon 97520 Phone: (541)488-5587 • With a copy to: City of Ashland-Legal Department 20 E.Main Street Ashland, Oregon 97520 Phone: (541)488-5350 If to Consultant: Comforth Consultants 10250 SW Greenburg Road, Suite 111 Portland, Oregon 97223 19. Governing Law. This Agreement shall be governed by the laws of the State of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the.State of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party expressly waives anyand all rights to maintain an action under this Agreement in any other venue, and expressly consents that,upon motion of the other party,any case may be dismissed or its venue transferred,as appropriate,so as to effectuate this choice of venue. 20. Amendments. This Agreement may be amended only by written instrument executed by both parties with the same formalities as this Agreement. 21. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this Agreement within the City's fiscal year budget. Consultant understands and agrees that City's payment of amounts under this Agreement attributable to Work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion,to continue to make payments binder this Agreement. In the event City has insufficient appropriations,limitations or other expenditure authority, City may terminate this Agreement without penalty or liability to City,effective upon the delivery of written notice to Consultant,with no further liability to Consultant, 22. THIS AGREEMENT AND THE ATTACHED EXHIBITS'CONSTITUTE THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES. NO,WAIVER, CONSENT,MODIFICATION OR CHANGE OF TERMS OF THIS AGREEMENT SHALL Page 6 of 7: Personal Services Agreement with Comforth Consultants Inc. CONSULTANT,BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE,HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT,UNDERSTANDS IT, - AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 23. Certification. Consultant shall sign the certification attachedhereto as"Exhibit C"and incorporated herein by this reference. IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names•by their duly authorized representatives as of the dates set forth below. • • CITY OF ASHLAND: CORNFORTH CONSULTANTS (CONSULTANT): By. G By: J _ ,t+ City Administrator nature 14.6.4 e Gerry M.Heslin Printed Name Printed Name '/j, /2o z..0 Vice President Date Title June 8,2020 Date Purchase Order No. (W-9 is to be submitted with this signed Agreement) APPROVED AS TO FORM: Assistant City Attorney 3 Date .0200 • • Page 7 of 7: Personal Services Agreement with Cornforth Consultants Inc. • Exhibit A %J; CORNFORTH '•, ., C O N S U L T A 'N T S • June 2,2020. P-1600 Scott Fleury,P.E. City of Ashland,Public Works 20 East Main Street Ashland,Oregon 97520 Proposed STID Updates REV 02 Hosier Dam Ashland,Oregon Dear Scott, . In accordance with your request, we are pleased to submit this proposal to provide engineering services related to addressing comments from the Federal Energy Regulatory Commission (FERC) on the 2018 Part 12 Consultant Safety Inspection Report(CSIR) for Hosier Dam.This letter provides a summary of our proposed work tasks and an estimate of cost to complete these services. PROPOSED SCOPE OF WORK The FERC comments on the 2018 Part 12 report are summarized in a letter dated May 11,2020.The comments identify eight items that should be addressed in the current version Of the Supporting Technical Information Document(STID)for the project.These items form the basis for the proposed scope of work for this effort and are discussed below. Section 1,STID Update/ PFMA Supplement FERC's letter identified inconsistency in the category for PFM-6 between the CSIR and the STID.In accordance with recent FERC guidance,we recommend that a PFMA supplement be completed to document the PFMA review session completed for the CSIR.This supplement would be a standalone document that could be inserted into the STID using a tab similar to what the City has used to delineate the work completed for the 2003,2013,and 2016 PFMA reviews.For costing'purposes,we have assumed that the Word versions of text files and electronic versions of figures in the existing STID would be available to work from. Section 7 STID Update FERC requested additional information related to how the City handles spurious instrumentation readings be included in Section 7 of the STID.We propose to discuss existing procedures used by the City in a new paragraph inserted in Section 7.2 of the document. They also requested that PFM references in STID Section 7 be updated to reflect the new PFM numbering scheme that includes the loading condition. 10250 SW Greenburg Road,Suite 111 I Portland j Oregon 97223 Page I 1 of 3 Main(503)452-1100 I CornforthConsultants.coin Pr'" Proposed STID Updates P-1600 Hosier Dam Section 8 STID Update The existing Section 8 of the STID contains abundant information and summaries of stability analyses completed for the structure. In most cases,more recent analyses build upon previous analyses. This is valuable information, but it does not follow the current version of FERC's engineering guidelines related to concrete arch dams.Based on FERC comments 6,7,and 8 of the May 11th letter,we believe FERC is requesting a wholesale reorganization/rewrite of Section 8.To complete this,we propose to complete a detailed review of the stability analyses in the City's files to extract and identify what the analyses of record are. Based on the review completed for the 2018 CSIR, it appears. the City has several analyses that include record analyses for different loading conditions. In our opinion, the information could be most usefully,presented by reporting the results from a particular analysis effort and specifically identifying which results are designated as analyses of record.We propose to develop a more complete narrative that connects the analyses from one effort with the analyses and results from another effort.The new Section 8 would also follow the outline of FERC's updated Chapter 11 of the Engineering Guidelines. SCHEDULE In our opinion, the work outlined above could be completed in approximately 12 to 16 weeks.We propose to provide draft copies of the updates in Word format for the City to comment on. Final versions of each section would be provided in Word format as well as PDF format.We anticipate that the work should start by focusing on the PFMA update and progress through Section 8 of the STID. Section 8 would be the most significant effort,so we propose to complete it after the first few items are run through the review and comment process with the City. .COST ESTIMATE We estimate the cost to complete the scope of work outlined above would be a Not-to-Exceed amount of$47,000.A breakdown of the estimated costs by tasks is provided in the table below.We agree not to exceed this amount without your prior written authorization. Table 1:Estimated Cost by Task Task Estimated Cost Section 1 STID Update $12,000 Section 7 STID Update $2,500 Section 8 STID Update $27,500 Checkpoint Teleconferences with City $1,500 Project Management $2,000 Estimated Not-to-Exceed Total $45,500 _ _ June 2,2020 -- . — _ — `Page I 2 of 3 7Proposed STID Updates P-1600 Hosier Dam We trust that the above scope of work and cost estimate is sufficient for your needs.If you have any questions,please contact Gerry Heslin.We appreciate the opportunity to be of service to the City on this important dam safety effort. Sincerely, CORNFORTH CONSULTANTS,INC. Gerry M.Heslin,P.E. Vice President • • • • June 2;2020 — - - Page � 3 of 3 EXHIBIT B CITY OF ASHLAND, OREGON City of Ashland :LIVING. ALL employers described WAG E below must comply with City • of Ashland laws regulating •a ment of a livin I wa•e. $15.39 per'hour, effective June 30, 2019.. The Living,Wage..is adjusted annually every June 30 by,the. ConsumerPrice_Index:. Employees must be paid a portion of business of their 401K and IRS eligible living wage: employer,if the employer has cafeteria plans(including ten or more employees,and childcare)benefits to the has received financial amount of wages received by assistance for the projector the employee. D For all hours worked under a business from the City of service contract between their Ashland in excess of D Note: For temporary and employer and the City of $21,507.75. part-time.employees,the Ashland if the contract Living Wage does not apply exceeds$21,507.75 or more. ➢ If their employer is the City of to the first 1040 hours worked Ashland,including the Parks in any calendar year. For For all hours worked in a and Recreation Department. more details,please see month if the employee spends Ashland Municipal Code 50%or more of the D In calculating the living wage, Section 3.12.020. • employee's time in that month employers may add the value working on a project or of health care,retirement, For additional information: Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator, City Hall,20 East Main Street,Ashland, OR 97520, or visit the City's website at www.ashland.or.us. (Notice to Employers:This notice must be posted predominantly in areas where it can be seen by all employees. CITY OF ASHLAND Page I of 1 EXHIBIT B EXHIBIT C CERTIFICATIONS/REPRESENTATIONS: Consultant,by and through its authorized representative,under penalty,of perjury, certifies that(a)the number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be issued to it and(b) Consultant is not subject to backup withholding because: (i) it is exempt from backup withholding, or(ii)it has not been notified by the.Internal Revenue Service(IRS)that it is subject to backup withholding as a result of a failure to report all interest or dividends,or(iii)the IRS has notified it thatit is no longer subject to backup withholding. Consultant further represents and warrants to City that (a)it has the power and authority to enter into this Agreement and perform the Work, (b)the Agreement,when executed and delivered,shall be a valid and,binding obligation of Consultant enforceable in accordance with its terms, (c)the work under the Agreement shall be performed in accordance with within generally accepted standards of professional care ' followed by practitioners in the same locality and under similar conditions,and(d) Consultant is qualified,professionally competent, and duly licensed(if applicable)to perform the Work. Consultant also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws,it is an independent contractor as defined in the Agreement,it is authorized to do business in the State of Oregon, and Consultant has checked four or more of the following criteria that apply to its business. x (1)Consultant carries out the work or services at a location separate from a private residence or is in a specific portion of a private residence,set aside as the location of the business. . x (2)Commercial advertising or business cards or a trade association membership are purchased for the business. . x (3)Telephone listing is used for the business separate from the personal residence listing. x (4)Labor or services are performed only pursuant to written contracts. x (5)Labor or services are performed for two or more different persons within a period of one year. x (6)Consultant assumes financial responsibility for defective workmanship,or for service not provided as evidenced by the ownership of performance bonds, warranties,errors and omission(professional liability) insurance or liability insurance relating to the Work or services to be provided. --",ext-naeC*1 WIA Consultant's signature June 11,2020 • Date • . Page 1 of I EXHIBIT C . : . . - . . . . 0 Legal Dop-artment Reytow • . , DOCUMENT TRANSMITTAL AND CONTROL This font)!will accompany the 40c.onkent through:the drafting,review, and signatm e processes,and will I be kept with itlre.CittPs linalexecuted,c‘opy.of thedoctonefit.: 4egnired;fields,are indicated in gray gale, Document: ClarifavrtliCcinsultatilarirm.PA fincludelnanzektpafge$Yo,tfie,down:A.0a Type of Document: 'Contract I . Lease El Easement 0, Deed D ICA !] OtheryspeaM _ . Dept Contact: Tatnak kille::Cakilma ACTION,:REQUESTED Dept,Public Woits. Phone: Ext 2410. 11 ReviewDraft . Poo'submitted to Legal: . ovonok. Dl Approve final,and forward tof Waft Ang by:: As _ -41' ' _:__ _ _ . _ . , - - -- (tIniqss'indicated .1,ega1IwiltreturnWpozonent tqyop), ,.., Itetitrn Refloated by:. Tami lbeltlillegemnpos, 1 , complete this:section ONLY theilikstliine.thisfOrtn iN filled out: i Ho..thf5,doeurtiotit b.empromiousty worked on by the Legal Dept'Staff? I* No 0 yo, If yes,—by whom?, . . , ! itiktiiiart --- First Date Received - ' -Legal iat6.... 4:-.".??-_-,Ac? _ ,i:', . . _._ ,. . II USE ONLY 13:caw-aed.to Dept for RoAsiou Data: __ _ _ _ By i Received for[additional reviewby Legal Zee; _ /3..Y: •i Re_turned to Dept for ge.7010011 agW.:. Byt:, Received for,additionattaiow by Legal 114w __ _ yB :- t,,, 1: Returned to 1);opt.for Revision Dote:, By Xeceivecl.for Additional 14ovZow by Legal lideto:, __ By Roturliod to Dept for Revision Dap:, _ Vitigi,Loggoxl,outrby Logal. 1106,:, _ r6=--.1-- ±44) 13i1:y.:.A2i-----"S:' Comill.pni$fro-it LECAL.to DEPAATMENT:, , tonp.intit§;froni DEPARTMENT to Ltakt: ..,., _ _ .. _ __. . _. ._ ! El See Attached. 1 ,,..... -. 7:4? p e--ev, _h.,€59V1-• —. , . i 4 , .A It gttlir 0 0 rligilial cogeutol dotliill gat to(City ' Does-Mt &content.need to be recorded?' - Recorder fOr,salekeving? ID No Yes . . No 0: Yes . CITY ADIVil ,' STRATO11,IEPARTMlNTIIEAD Please do.nOt istgo the attaehed doeunientunlil this,for )lidos,b; - : 4,17074:e.d by the,Legal Dept below,: FINAL LEGAL DEPARTMENT APPROVAL < _ .,.:< ' _''', Y.±.. Date 4,X-_, Z-0.1• , s7 1 +GAIggaINEIEBARTMENTS\Contradiag\FORIVIS1Lngal Poe Transmittal:1"'CL B._71 , .dock i . , i ... .__ _ . • • 6/2/2020 Business Registry Business Name Search Business Registry Business Name Search New Search Business EntityData 06=02-2020 12:18 Entity Entity Next Renewal Registry Nbr Jurisdiction Registry Date Renewal Due? Type Status Date 968705-15 DBC ACT OREGON 05-17-1983 05-17-2021 Entity Name CORNFORTH CONSULTANTS,INC. Foreign Name New Search • Associated Names Type PPB PRINCIPAL PLACE OF BUSINESS Addr 1 10250 SW GREENBURG RD STE 111 Addr 2• CSZ PORTLAND OR 97223 5460 Country UNITED STATES OF AMERICA Please click here for general information about registered agents and service of process. Type •GT ' GISTERED AGENT Start Date 04-06- Resign Date 2.020_ Name MICHAEL JR 'MEYER I I 1 Addr 1 10250 SW GREENBURG RD STE 111 Addr 2 CSZ PORTLAND IOR 197223 I I Country (UNITED STATES OF AMERICA Type IMAL4 MAILING ADDRESS L — Addr 1 10250 SW GREENBURG RD STE'111 Addr2 CSZ PORTLAND OR 97223 'Country ITED STATES OF AMERICA Type l'RE I'RESIDENT Resign Date Name MICHAEL 'MEYER Addr 1 10250 SW GREENBURG RD STE 111 Addr 2 — CSZ 'ORTLAND OR 97223 Country ITED STATES OF AMERICA Type SEC 'SECRETARYI Resign Date Name ERICA • 1 _'MEYER I Addr 1 10250 SW GREENBURG RD STE 111 Addr 2 CSZ PORTLAND (OR 197223 Country 'UNITED STATES OF AMERICA • New Search Name History I I I I i. egov.sos.state.or.us/br/pkg web_name srch_inq.show detl?p_be_rsn=745585&p_srce=BR_INQ&psrint=TRUE 1/3 6/2/2020 Business Registry Business Name Search Business Entity Name Name Name Start Date End Date Type Status CORNFORTH CONSULTANTS,INC. EN CUR 05-17-1983 Please read before ordering Copies. • New Search Summary History Image Transaction Effective Name/Agent Available Action Date Date Status Change Dissolved By AMENDED ANNUAL PORT 04-06-2020 FI - Agent • NDED ANNUAL 04-05-2019 FI Agent , ' PORT �. ,' • ENDED ANNUAL 04-06-2018 RI Agent ' PORT 8 •- ENDED ANNUAL 05=01-2017 FI 9 REPORT • I I MT TO ANNUAL 10-27-2016 FI - Agent I' ''T/INFO STATEMENT g ENDED. ANNUAL 0449-2016 FI ci) ' PORT • NDED ANNUAL REPORT 04-24-2015. FI • ` '' REPOR• NDED ANNUAL 04-22-2014 FI • AL REPORT 04-12-2013 SYS 'AYMENT • AL REPORT 04-16-2012 SYS •• 'AYMENT . II MT TO ANNUAL 03..-20-2Q 12 FI I' 'T/INFO STATEMENT r-,,,,,,,,, CHANGE:OF MAILING 05-.03-2011 FI • (DRESS • AL REPORT 05-02-2011 SYS PAYMENT . CHANGE OF a REGISTERED 05-11-2010 FI Agent • GENT/ADDRESS ANNUAL REPORT 04-20- 'AYMENT . 04-21-2010 2010 SYS • AL REPORT 04-15-2009 SYS. PAYMENT , • AL REPORT • 04-18-2008 SYS PAYMENT ANNUAL REPORT 04-11-2007 SYS 'AYMENT • AL REPORT 04-18-2006 SYS 'AYMENT 1 • AL REPORT 04-25-2005 SYS PAYMENT • • TICLES OF 12-16-2004 FI . egov.sos.state.or.us/br/pkgweb_name srch_inq.show deli?p be rsn=745585&p_srce=BR INQ&p print=TRUE 2/3 6/2/2020 Business Registry Business Name Search • MENDMENT . . F ANNUAL REPORT 04-30-2004 SYS PAYMENT ANNUAL I'AYMEN REPORT 05-19-2003 SYS CHANGE OF GISTERED 04-23-2002 FI GENT/ADDRESS •NNUAL REPORT 04-17-2002 SYS PAYMENT • AL REPORT - PAYMENT 05-17-2001 SYS, STRAIGHT RENEWAL 04-20-2000 . FI CHANGED RENEWAL 04-29-1999 FI STRAIGHT RENEWAL 04-19-1999. FI STRAIGHT RENEWAL 04-23-1998 ' FI STRAIGHT RENEWAL 04-16-1997 FI STRAIGHT RENEWAL 04-30-1996 FI STRAIGHT RENEWAL _ 05-02-1995 FI STRAIGHT,RENEWAL 05-03-1994 FI • I NDED RENEWAL 04-15-1993 FI . . NDED RENEWAL 04=16-1992 FI • I NDED RENEWAL 05-10-1991 FI STRAIGHT RENEWAL . 04-13-1990 FI STRAIGHT RENEWAL 04-11-1989 FI AMENDED RENEWAL. 04-15-1988 FI STRAIGHT RENEWAL 05-19-1987 FI : AMENDMENT 03-04-1987 FI • SSOCIATED NAME 08-27-1986 FI CHNG STRAIGHT RENEWAL 04-25-1986 FI STRAIGHT RENEWAL 04-08-1985 FI STRAIGHT RENEWAL 04-09-1984 FI © 2020 Oregon Secretary of State. All Rights Reserved. egov.sos.state.or.us/br/pkg web_name_srch_inq.show detl?p_be_rsn=745585&p_srce=BR_INQ&p_print=TRUE 3/3 Client#:320005 CORNFCON ACORD. .CERTIFICATE OF LIABILITY INSURANCE DATE(MM(DDIYYYY) 6/09/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND.THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any-rights to the certificate holder in lieu Of such endorsement(s). PRODUCER CONTACT USI Insurance Services NW PR PHONE Fax (A/C,No,Ext):206 441-6300 (A/C,No): 610-362-8530 601 Union Street,Suite 1000 E-MAIL usi.certre uest usi.com Seattle,WA 98101 ADDRESS: q @ INSURER(S)AFFORDING COVERAGE NAIC ft INSURER A:Berkley Insurance Company 32603 INSURED INSURER B: . Cornforth Consultants,Inc. • •10250 SW Greensburg Rd.,Suite 111• , INSU ER D: • Portland,OR 97223-5460 NRERD:, INSURERE: • - _ INSURER F: • _ COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.) NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL-THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY.PAID CLAIMS.. INSR INSRADDL WVD POLICY (MMILDDY/YEYYY) (MMIIDY�) • LTR TYPE OF INSURANCELIMITS • COMMERCIAL GENERAL LIABILITY EEAACCHpOEC7CpUR�RENCE $ CLAIMS-MADE n OCCUR • PREMISES(Ea oNccTunDence) $ MED EXP(Any one person) $ PERSONAL F.ADV INJURY $ • GEN'L-AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE _$ • POLICY )ECT n LOC • PRODUCTS-COMP/OP AGG $ OTHER: • $ AUTOMOBILE LIABILITY - - COMBINED SINGLE LIMIT • (Ea acident/ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED • BODILY INJURY(Percident) $ AUTOS ONLY AUTOS ac _ HIRED ONLY NON-OWNED PROPERTY DAMAGE _ AUTOS ONLY (Per accident) • _ - UMBRELLA LIABOCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE S DED RETENTION$. $ WORKERS COMPENSATION • PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N • E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? n N I A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under • DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S A Professional AEC902470104 11/01/2019 11/01/2020 $2,000,000 per claim • Liability $4,000,000 annl aggr. DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more'apace Is required) RE:CCI Job#2700,CCI:Hosier Dam Part 12. • • CERTIFICATE HOLDER . . CANCELLATION City of Ashland,:Public Works Department SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE- THEREOF, NOTICE WILL BE DELIVERED IN Attn:Tami Campos ACCORDANCE WITH THE POLICY PROVISIONS. 20 East Main Street • Ashland,OR 97520 'AUTHORIZED REPRESENTATIVE • • • • , ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S28996918/M26803545 KMAZP • Client#:53660 CORNCONSIJ ACORD,� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY)• ' . .6/10/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER,THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. ' IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does s n_of confer any rights to_the certificate holder In lieu of such endorsement(s). . . PRODUCER CONTACT Trudy Henry Greyling Ins.Brokerage/EPIC P"o"E 770.552A225 F°X 866.550.4082 • (A1C,No;Ezt): (AIC,No): • 3780.Mansell Rd.Suite 370 Mass,.trudy.henry@greyling.com • Alpharetta,GA 30022 INSURER(S)AFFORDING COVERAGE : NAIC# INSURER A:Hartford Accident&Indemnity Company 22357 INSURED . INSURER B:Twin City Fire Insurance Co. 29459 Cornforth Consultants,Inc. .INSURER c:Hartford Underwriters Ins.Co. 30104 10250 SW Greenburg Rd.1Suite 111 Portland,OR 97223 INSURER D . INSURER E: . INSURER F: ._ . _. . . .COVERAGES CERTIFICATE NUMBER: 19-20 . _ ' REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD , INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF'ANY CONTRACT OR OTHER DOCUMENT.WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES'DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.. LIMITS SHOWN MAY HAVE'BEEN REDUCED BY PAID CLAIMS. 7R TYPE OF INSURANCE • ADDL SUER POLICY EFF POLICY EXP LIMBS • INSR WVD POLICY NUMBER (MMIDD/YYYY) (MMIDD/YYW) A X COMMERCIAL GENERAL LIABILITY 20SBWCG4222 11/01/2019 11/01/2020 EACH OCCURRENCE . $2,000,000 PREMI9 l CLAIMS=MADE X OCCUR . oNccTunence) $2,000,000 MED EXP(Any one person) $10,000 • PERSONAL&ADVINJURY $2,000,000 GEN'LAGGREGATE WAIL'APPLIES PER: GENERAL AGGREGATE $4,000,000 . POLICY Rd JECT n LOC PRODUCTS-COMP/OPAGG $4,000,000 OTHER: . $ C AUTOMOBILE LIABILITY 20UEGNS5013 ' 11/01/2019 11/01/2020 CE°eBlADaSINGLELIMIT $1,000,000, ' X ANY AUTO BODILY INJURY(Per person) $ OUTWNEDOSONLY AUSCHEDTOSULED BODILY INJURY(Per accident) $ A X AUTOS ONLY X NON-OWNED PROPERTY DAMAGE-- $ AUTOS ONLY (Per accident)• _ .. $ A X UMBRELLA LIAB X OCCUR 2OSBWCG4222 • 11/01/2019 11/01/2020 EACH OCCURRENCE. $2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $2.000,000 DEO X RETENTION$10000 $ B WORKERS COMPENSATION 20WBGAB8U2G 11/01/2019 11/01/2020 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? n N/A (Mandatory In NH) • E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below . .. E.L.DISEASE-POLICY LIMIT $1,000,000 I DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required). 'RE:CCI Job#:2700;CCI Project:Hosier Dam Part 12 City of Ashland,Oregon,and its electedofficials,officers and employees are named as Additional Insureds. on the above referenced liability policies with the exception of workers compensation where required by written contract.The above referenced liability policies with the exception of workers compensation and umbrella are primary&non-contributory where required by written contract.Should any of the above . (See Attached Descriptions) . . CERTIFICATE HOLDER CANCELLATION Cityof Ashland,Public Works SHOULD ANY OF-THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE. EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Department ACCORDANCE WITH. THE 'POLICY PROVISIONS. 20 East Main Street Ashland,OR 97520 AUTHORIZED REPRESENTATIVE . I �W ©1988-2015 ACORD CORPORATION.All rights reserved. • ACORD 25(2016103) 1 of 2 The ACORD name and logo are registered marks of ACORD ' #52247465/M1793541 THEN2 DESCRIPTIONS (Continued from Page 1) described policies be cancelled by the issuing insurer before the expiration date thereof,30 days'written notice(except 10 days for nonpayment of premium)will be provided to the Certificate Holder. • • • • • • • • SAGITTA 25.3(2016/03) 2 of 2 #322474651M1793541 Request for Taxpayer Give Form to the Form (Rev.october2018) Identification Number and Certification requester.Do not • Department of the Treasury send to the IRS. Internal Revenue Service ►Go to www.lrs.gov/FormW9 for instructions and the latest information. 1 Name(as shown on your Income tax return).Name is required on this line;do not leave this line blank. Cornforth Consultants,Inc. • 2 Business name/disregarded entity name;If different froth above • 3 Check appropriate box for federal tax classification of the erson whose'name Is entered on line 1.Check onlyOne of the 4 Exemptions codes apply only to a� PP ( PP Y Y following seven boxes. certain entitles,not individuals;see o. instructions on page 3): a ❑ Individual/sole proprietor or ❑✓ C Corporation 0'S Corporation 0 Partnership ❑Trust/estate 6in single-member LLC Exempt payee code(if any) Q.o • t ❑ Limited liability company.Enter the tax classification(C=C corporation,5=5 corporation,P=Partnership)► 0 2 Note:Check the appropriate box In the line above for the tax clasailication of the single-member owner. Do not check Exemption from FATCA reporting *' t LLC if the LLC is clasaifled as a single-member LLC that Is disregarded from the owner unless the owner of the LLC is a n • another LLC that Is not disregarded from the owner for U.S.federal tax purposes.Otherwise, C<a single-member LLC that code Of any) is disregarded from the owner should check the appropriate box for the tax classification of its owner. FD) ❑ Other(see instructions)). (aapfesto accounts maintained atstdethe us) u) 5 Address(number,street,and apt.or suite no.)See Instructions. Requester's name and address(optional) 10250 SW Greenburq Road,Suite 111 • 6 City,state,and ZIP code Portland,OR 97223 • 7 list account number(s)here(optional) Part I Taxpayer Identification Number.(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid I social security number backup withholding.For individuals,this is generally your social security number(SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other - - entities,it is your employer identification number(EIN).If you do not have a number,see How to get a TIN,later. or Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and Part II 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 fora number to be issued to me);and 2.I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all Interest or dividends,or-(c)the IRS has notified me that I am no longer subject to backup withholding;and 3.I 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 II,later. Sign Signature of Here u.s.person Date P. General Instructions .Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise •Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) • Future developments.For the latest information about developments •Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and its instructions,such as legislation enacted transactions by brokers) after they were published,go to wwwars.gov/FormW9.. •Form 1099-S.(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) , An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest),1098-E(student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) Identification number(TIN)which maybe your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(ITIN),adoption •Form 1099-A(acquisition or abandonment of secured property) taxpayer identification number-(ATIN),or employer identification number (EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident amount reportable on an information return.Examples of Information alien),to provide your correct TIN. -returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TiN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding, later. Cat.No.10231X ' Form W-9(Rev.10-2018) • • • Form W-9(Rev.10-2018) Pagel By signing the filled-out form,you: Example.Article 20 of the U.S.-China income tax treaty allows an 1.Certify that the TIN you are giving is correct(or you are waiting for a exemption from tax for scholarship income received by a Chinese number to be issued), student temporarily present in the United States.Under U.S.law,this student will become a resident alien for tax purposes if his or her stay In 2.Certify that you are not subject to backup withholding,or the United States exceeds 5 calendar years.However,paragraph 2 of 3.Claim exemption from backup withholding if you are a U.S.exempt the first Protocol to the U.S.-China treaty(dated April 30,1984)allows payee.If applicable,you are also certifying that as a U.S.person,your the provisions of Article 20 to continue to apply even after the Chinese allocable share of any partnership income from a U.S.trade or business student becomes a resident alien of the United States.A Chinese is not subject to the withholding tax on foreign partners'share of • student who qualifies for this exception(under paragraph 2'of the first effectively connected income,and protocol)and is relying on this exception to claim an exemption from tax 4.Certify that FATCA code(s)entered on this form(if any)indicating on his or her scholarship or fellowship Income wouldattach to Form that you are exempt from the FATCA reporting,is correct.See What is W-9 a statement that includes the information described above to FATCA reporting,later,for further Information. support that exemption. Note:If you are a U.S.person and a requester gives you a form other If you are a nonresident alien or a foreign entity,give the requester the than Form W-9 to request your TIN,you must use the requester's form if appropriate completed Form W-8 or Form 8233. it is substantially similar to this Form W-9. Backup Withholding 'Definition of a U.S.person.For federal tax purposes,you are considered a U.S.person if you are: What is backup withholding?Persons making certain payments to you •An individual who is a U.S.citizen or U.S.resident alien; must under certain conditions withhold and pay to the IRS 24%of such payments.This is called"backup withholding." Payments that may be • •A partnership,corporation,company,or association created or subject to backup withholding Include Interest,tax-exempt Interest, organized in the United States or under the laws of the United States; dividends,broker and barter exchange transactions,rents,royalties, •An estate(other'than a foreign estate);or nonemployee pay,payments made in settlement of payment card and •A domestic trust(as defined in Regulations section 301.7701-7): third party network transactions,and certain payments from fishing boat operators.Real estate transactions are not subject to backup Special rules for partnerships.Partnerships that conduct a'trade or withholding. business in the United States are generally required to pay a withholding You will not be subject to backup withholding on payments you tax under section 1446 on any foreign partners'share of effectively receive if you give the requester your correct TIN,make the proper connected taxable income from such business.Further,in certain cases certifications,and report all your taxable interest and dividends on your where a Form W-9 has not been received,the rules under section 1446 tax return. require a partnership to presume that a partner is a foreign person,and pay the section 1446 withholding tax.Therefore,if you are a U.S.person Payments you receive will be subject to backup withholding if: that is a partner in a partnership conducting,a trade or business in the 1.You do not furnish your TIN to the requester, United States,provide Form W-9 to the partnership to establish your 2.You do not certify your TIN when required(see the instructions for U.S.status and avoid section 1446 withholding on your share of Part II for details), partnership income. In the cases below,the following person must give Form W-9 to the 3.The IRS telis•the requester that you furnished an Incorrect TIN, partnership for purposes of establishing its U.S.status:and avoiding 4.The IRS tells you that you are subject to backup withholding withholding on its allocable share of net income from the partnership . because you did not report all your interest and dividends on your tax conducting a trade or business in the United States. return(for reportable interest and dividends only),or •In the case of a disregarded entity with a U.S.owner,the U.S.owner 5.You do not certify to the requester that you are not subject to of the disregarded entity and not the entity; backup withholding under 4 above(for reportable interest and dividend •In the case of a grantor trust with a U.S.grantor or other U.S.owner, accounts opened after 1983 only). generally,the U.S.grantor or other U:S.owner of the grantor trust and Certain payees and payments are exempt from backup withholding. not the trust;andSee Exempt payee code,later,and the.separate Instructions for the • •In the case of a U.S.trust(other than a grantor trust),the U.S.trust Requester of Form W-9 for more information. (other than a grantor trust)and not the beneficiaries of the trust. Also see Special rules for partnerships,earlier. Foreign person.If you are a foreign person or the U.S.branch of a What is FATCA Reporting? foreign bank that has elected to be treated as a U.S.person,do not use Form W-9.Instead,use the appropriate Form W-8 or Form 8233(see The Foreign Account Tax Compliance Act(FATCA)requires a . Pub.515,Withholding of Tax on Nonresident Aliens and Foreign participating foreign financial Institution to report all United States Entities). account holders that are specified United States persons.Certain •Nonresident alien who becomes a resident alien.Generally,only a payees are exempt from FATCA reporting.See Exemption from FATCA nonresident alien individual may use the terms of a tax treaty to reduce reporting code,later,and the Instructions for the Requester of Form or eliminate U.S.tax on certain types of income.However,most tax W-9 for more information. treaties contain a provision known as a"saving clause."Exceptions Updating Your Information specified In the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise You must provide updated information to any person to whom you become a U'.S.resident alien for tax purposes. claimed to be an exempt payee If you are no longer an exempt payee If you are a U.S.resident alien who is relying on an exception and anticipate receiving reportable payments in the future from this contained in the saving clause of a tax treaty to claim an exemption - person.For example,you may need to provide updated information if from U.S.tax on certain types of Income,you must attach a statement you are a C corporation that elects to be an S corporation,or if you no to Form W-9 that specifies the following five items. longer are tax exempt.In addition,you must furnish a new Form W-9 if 1.The treaty country.Generally,this must be the same treaty under the name or TIN changes for the account;for example,if the grantor of a which you claimed exemption from tax as a nonresident alien. grantor trust dies. • 2.The treaty article addressing the income. Penalties 3.The article number(or location)in the tax treaty that contains the saving clause and its exceptions. Failure to furnish TIN.If you fail to furnish your correct TIN to a 4.The type and amount of income that qualifies for the exemption requester,you are subject to a penalty of$50 for each such failure from tax. unless your failure is due to reasonable cause and not to willful neglect. 5.Sufficient facts to justify the exemption from tax under the terms of Civil penalty for false information with respect to withholding.if you the treaty article. make a false statement with no reasonable basis that results in no backup withholding,you are subject to a$500 penalty.