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AG 21-100 - GEODESIGN INCRETURN TO: Kari Gimmer EXT: X2629 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: Community Development / Planning 2. ORIGINATING STAFF PERSON: Keith Niven EXT: 2643 3. DATE REQ. BY: 51M21 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT 0 PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: GEODESIGN THIRD PARTY GEOTECH ENGINEERING REVIEW 8 EVALUATION l�J NAME OF CONTRACTOR: GEODESIGN, INC., dba NV5 GLOBAL, INC, ADDRESS: 19201 1201h Avenue SE, Suite 201, Bothell, WA 98011 E-MAIL: Kevin. LambCD-5. cam SIGNATURENAME: Kevin Lamb TELEPHONE 206-496-1422 FAX: W. .F Principal 7. EXHIBITS AND ATTACHMENTS: it SCOPE, WORK OR SERVICES 0 COMPENSATION A INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS © PROOF OF AUTHORITY TO SIGN It REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: VV21 COMPLETION DATE: 6/30/23 9. TOTAL COMPENSATION $ 40,00000 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ©'YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDEI ❑ PURCHASING: PLEASE CHARGE TO: 001-5200-073-55B-60-411 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED • PROJECT MANAGER Keith Niven 5/10/21 • DIRECTOR Brian Davis 5/11/21 ❑ RISK MANAGEMENT (IF APPLICABLE) 19 LAW ER 5/14/2021 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: N/A 12. CONTRACT SIGNATURE ROUTING INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: N/A It SENT TO VENDOR/CONTRACTOR DATE SENT: 5119121 DATE REC'D: 6121/21 0 ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS A CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL/ DATE SIGNED ❑ LAW DEPARTMENT KTORY (MAYOR OR DIRECTOR) A�j CITY CLERK ❑ ASSIGNED AG# AG# 6?1-160 COMMENTS: This is a new PSA with an existing vendor. CITY OF .t Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. cityoffederalway com PROFESSIONAL SERVICES AGREEMENT FOR THIRD PARTY GEOTECHNICAL ENGINEERING REVIEW AND EVALUATION This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and GeoDesign, Inc., DBA NV5 Global, Inc. a "Washington corporation" ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: GEODESIGN, INC., DBA NV5 GLOBAL, INC. Kevin Lamb 19201 120t" Avenue SE, Suite 201 Bothell, WA 98011 (206) 496-1422 (telephone) Kevin.Lamb@nv5.com The Parties agree as follows: CITY OF FEDERAL WAY: Keith Niven 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2643 (telephone) (253) 835-2609 (facsimile) Keith.Niven(a-),cityoffederalway.com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than June 30, 2023 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"), attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment under this Agreement. Professional Services Agreement - GeoDesign - 1 - Rev. 3/2017 CITY OF CITY HALL Fe d e ra I Wa Avenue South y Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com 4.2 Method of Pavment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Nan,Appropriati.nn of Fund . If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services' for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub -contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub -contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: Professional Services Agreement - GeoDesign - 2 - Rev. 3/2017 CITY OF CITY HALL Federal Way 33325 Avenue South l� Federal Way, WA 98003-6325 (253) 835-7000 www cityo(/ederalway com 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. C. Automobile liability insurance covering all owned, non -owned, hired, and ]eased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 6.2. No Limit of Liahilio�. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured. Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. Professional Services Agreement - GeoDesign - 3 - Rev. 3/2017 CITY OF CITY HALL 4 33325Federal WayFeder l Avenue South Federal Way, WA 98003-6325 (253)835-7000 www cityoffederalway.com 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and Professional Services Agreement - GeoDesign - 4 - Rev. 3/2017 CITY OF CITY HALL Fed 33325 8th Avenue South ra11J11a y Federal Way, WA 98003-6325 (253) 835-7000 wwwcityoffederalway com obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence in this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] Professional Services Agreement - GeoDesign - 5 - Rev. 3/2017 :%CITY OF ,m, Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www.cityoffederaMay coin IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: Ji F yell, Mayor DATE: r GeoDesign, Inc., DBA NV5 Global, Inc, By: X1. -.- Printed Name: Kevin Lamb Title: Principal DATE: May 19, 2021 STATE OF WASHINGTON ) ) ss. COUNTY OF King ) ATTEST: StefhAie Courtney, CMC, C t} Clerk APPROVED AS TO FORM: j7jaxdeet J. Ryan Call, City Attorney On this day personally appeared before me V"+ R -0.ry%b to me known to be the Pr►ACA p0A of (CgeoNs1g1n, Inc. HA 0 that executed the foregoing instrument, and acknowledged the said instrument to be tie free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this ISO+hday of TurNe. - 2021. Notary's signature *MYCUwJSSnN OFFICIAL STAMP IN ary's printed name i SG- rMELISSAGRACE LAWREN[E Notary Public in and for the State ofNOTARY PUBLIC - OREGON M issi'3 jam$ j c5k j r`iQ�ComA15510N NO.991132 y common expires J EXPIRES AUGUST 28, 2023 Professional Services Agreement - GeoDesign - 6 - Rev. 3/2017 CITY of CITY HALL Federal Way 8th Avenue South Feder Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway. corn EXHIBIT A SERVICES The Contractor shall do or provide the following: On -call licensed consulting services to the City, as requested by the City. Upon identification of a project by the City, the Contractor will prepare a Scope of Service and Budget for the project, to be negotiated and agreed to by both parties. Typical services that may be requested under this Agreement include, but are not limited to, the following: 1. Third Party Geotechnical_Reyiew. The Contractor will evaluate geotechnical, and similar reports and project plans submitted by applicants for construction projects in the City. The Contractor will evaluate the reports and plans for consistency with the Federal Way Revised Code. The Contractor will prepare written evaluations and recommendations. 2. Plan Review of Building Plans. The Contractor will evaluate building plans submitted by city applicants for consistency with building code requirements. 3. Additional Services as Needed. Additional geotechnical services in support of City needs. Examples include development of geotechnical recommendations in support of a City construction or road project, or recommendations regarding landslide repair to a public facility. Professional Services Agreement - GeoDesign - 7 - Rev. 3/2017 CITY OF CITY HALL 44S Federal 111la Feder l Avenue South Y Federal Way, WA 98003-6325 (253) 835-7000 www.WyofTederalway com EXHIBIT B COMPENSATION l . Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Forty Thousand and 00/100 Dollars ($40,000.00). 2. Method of Payment: The City shall pay the Contractor hourly rates prescribed in the fee schedule below. GEOTECHNICAL, GEOLOGICAL AND MINE CONSULTING SCHEDULE OF CHARGES COMPENSATION Our compensation will be determined on the basis of time and expenses in accordance with the following schedule unless a fixed fee amount is so indicated in the proposal or services agreement. Contracted professional and technical services will be charged at the applicable hourly rates as listed below. Staff time spent in depositions, trial preparation, and court or hearing testimony will be billed at 1.5 to 2 times the below rates. Time spent in either local or inter -city travel, when travel is in the interest of this contract, will be charged in accordance with the foregoing schedule; when traveling by public carrier, a maximum charge of eight hours per day will be made. Current rates are as follows: Personnel Hourly Rate Personnel Hourly Rate Support Staff $ 77 Staff III $ 133 Project Assistant/Technical Editor $ 90 Technical Specialist I $ 144 Senior Project Assistant/Technical Editor $ 97 Technical Specialist II $ 160 Technician I $ 83 Senior Technical Specialist $ 174 Technician II $ 95 Project Manager 1 $ 154 Senior Technician $ 101 Project Manager 11 $ 164 CAD $ 101 Senior Project Manager $ 175 Senior CAD Technician $ 112 Associate $ 192 Staff I $ 106 Senior Associate $ 204 Staff 1I $ 121 Principal $ 224 Equipment Hourly Rate Air compressor (per day) $ 59 Bladder pump (per day) (includes generator) $ 123 Brass/stainless steel rings $ 12 Cement amending field tool $ 24 Cement scale and pan (per day) $ 29 Concrete field equipment $ 29 Core drill (per day) $ 236 Crack monitor $ 35 Cross -hole sonic logger (CSL) (per half day) $ 265 Cross -hole sonic logger (CSL) (per day) $ 531 D&M sampling kit $ 24 Data recorder $ 13 Datalogger (per day) $ 12 Datalogger (per week) $ 45 Datalogger (per month) $ 112 Disposable bailers (per item) $ 17 Double -ring infiltrometer $ 77 Drilled shaft inspection camera (DSIC) (per half day) $ 531 Drilled shaft inspection camera (DSIC) (per day) $ 1,062 Drilled shaft inspection camera (DSIC) (per week) $ 2,005 Drive probe (per hour) $ 12 Dynamic cone penetrometer (DCP) (per day) $ 112 Professional Services Agreement - GeoDesign - 8 - Rev. 3/2017 CITY OF AQ Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cftyoffederalway com GEOTECHNICAL. GEOLOGICAL, AND MINE CONSULTING SCHEDULE OF CHARGES Equipment Rate Electric sampling pump (per day) $ 31 Field California bearing ratio (CBR) equipment (per day) $ 260 Falling weight deflectometer (FWD) (per day) $ 2,000 Falling weight deflectometer (FWD) with GPR (per day) $ 3,415 Field equipment $ 12 Field vane $ 59 Flag tape rolls (each) $ 6 Generator $ 59 Global positioning system (GPS) — differential (per day) $ 112 Global positioning system (GPS) —hand-held (per day) `i 34 Ground penetrating radar (GPR) — cart mounted (per day) $ 590 Ground penetrating radar (GPR) — truck mounted (per day) $ 1,416 Hand auger (per day) $ 41 Hydroacoustic monitoring equipment (per day) $ 295 Incremental borer (timber) $ 56 Laptop computer use (per day) $ 18 Mobile laboratory (per month) $ 1,200 Nuclear density gauge (per hour) $ 12 pH/conductivity/temperature meter (per day) $ 50 Pile Driving Analyzer® (PDA) (per day) $ 590 Pile Integrity Tester (per day) $ 236 Post pounder (per day) $ 12 Pressure Transducer Datalogger (per day) $ 150 Range finder (per day) $ 12 Resistivity meter (per day) $ 118 Roto-hammer drill (per day) $ 88 Roto-hammer drill (per week) $ 324 Sand cone field density kit $ 24 Satellite phone (per day) $ 24 Saximeter $ 24 Schmidt hammer $ 118 Seismic equipment (per day) $ 590 Seismic source $ 236 Shelby tube with caps $ 24 Sidewalk closure signage $ 22 Site reconnaissance kit $ 24 Slope inclinometer reading (per day) $ 171 Soil sample rings (per sample) $ 12 Sondex settlement probe (per week) $ 118 Spectral analysis of surface waves $ 1,770 Specialty software (MODFLOW, PLAXIS, Slope/W, etc., per day) $ 20 Thermometer —infrared $ 12 Total Station — survey equipment $ 59 Transit level and tripod $ 35 Turbidity monitor $ 41 Unmanned aerial vehicle (DGI Mavic 2) (per day) $ 500 Unmanned aerial vehicle (Trimble Ux5-HP) (per day) $ 1,000 Vehicle (company) usage (full day, plus $0.56 per mile charge) $ 24 Vehicle (personal) usage (per mile) $ 0.56 Vibrating wire piezometer $ 590 Vibration monitoring equipment (per day) $ 62 Vibration monitoring equipment (per week) $ 298 Vibration monitoring equipment (per month) $ 876 Vibration monitoring equipment (per month, long term) $ 535 Professional Services Agreement - GeoDesign - 9 - Rev. 3/2017 CITY OF CITY HALL Fe d e ra I Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityotlederalway. corn GEOTECHNICAL, GEOLOGICAL, AND MINE CONSULTING SCHEDULE OF CHARGES Equipment Rate Vibrocore $ 472 Water level meter (per day) $ 50 WSDOT bridge toll $ 4 Ziplevel Pro 2000 (per day) $ 53 OTHER SERVICES, SUPPLIES, AND SPECIAL TAXES Outside services (equipment, supplies, and facilities not furnished in accordance with the above schedule, and any unusual items of expense not customarily incurred in our normal operations) are charged at direct cost. This includes shipping charges, subsistence, transportation, printing and reproduction, miscellaneous supplies and rentals, surveying services, drilling equipment, construction equipment, watercraft, aircraft, and special insurance that may be required. Specialized equipment will be quoted on a per job basis. In-house disposable field supplies (routinely used field supplies stocked in-house by GeoDesign) at direct cost. Taxes required by local jurisdictions for projects in specific geographic areas will be charged to projects at direct cost. Any changes to the fees identified above will be changed and approved through an Amendment to this Agreement. Professional Services Agreement - GeoDesign - 10 - Rev. 3/2017 DETACH BEFORE POSTING BUSINESS LICENSE STATE OF WASHINGTON Profit Corporation GEODESIGN, INC. 10700 MERIDIAN AVE N STE 402 SEATTLE, WA 98133-9008 TAX REGISTRATION - ACTIVE CITY ENDORSEMENTS: MUKILTEO GENERAL BUSINESS - NON-RESIDENT - ACTIVE Issue Date: Oct 02, 2020 Unified Business ID #: 601913559 Business ID #: 001 Location: 0002 PUYALLUP GENERAL BUSINESS - NON-RESIDENT (EXPIRES 5/31/2021) - ACTIVE KIRKLAND GENERAL BUSINESS - NON-RESIDENT #OBL27920 - ACTIVE BONNEY LAKE GENERAL BUSINESS - NON-RESIDENT - ACTIVE TUKWILA GENERAL BUSINESS - NON-RESIDENT - ACTIVE EDMONDS GENERAL BUSINESS - NON-RESIDENT (EXPIRES 4/30/2021) - ACTIVE SEATAC GENERAL BUSINESS - NON-RESIDENT - ACTIVE FEDERAL WAY GENERAL BUSINESS - NON-RESIDENT #15-103352-00-BL - ACTIVE BURIEN GENERAL BUSINESS - NON-RESIDENT #07602 - ACTIVE Expires: Oct 31, 2021 1, .A t This document lists the registrations, endorsements, and licenses authorized for the business named above. By accepting this document, the licensee certifies the information on lheapplication was complete, true, and accurate to the best of his or her knowledge, and that business will be conducted in compliance with all applicable Washington state, county, and city regulations. Dirr•rlur, Deparlmenl of Revenue %f:.�r1 ti,:..�.I �.:,..I �:. �.•�[ � j-:a ti.�I `::�� G..:-., �.-:-:—...-: �.! e..:..i�l�:.:1-��r•.ti..�✓ w�w �.:��1 L� •. - -y r� STATE OF WASHINGTON UBI: 601913559 001 0002 Expires: Oct 31, 2021 GEODESIGN, INC. 10700 MERIDIAN AVE N STE 402 SEATTLE, WA 98133-9008 TAX REGISTRATION - ACTIVE MUKILTEO GENERAL BUSINESS - NON-RESIDENT - ACTIVE PUYALLUP GENERAL BUSINESS - NON-RESIDENT (EXPIRES 5/31/2021) - ACTIVE KIRKLAND GENERAL BUSINESS - NON-RESIDENT #OBL27920 - ACTIVE BONNEY LAKE GENERAL BUSINESS - NON-RESIDENT -ACTIVE TUKWILA GENERAL BUSINESS - NON-RESIDENT - ACTIVE EDMONDS GENERAL BUSINESS - NON -RESIDENT (EXPIRES 4/30/2021) - ACTIVE SEATAC GENERAL BUSINESS - NON-RESIDENT - ACTIVE Direr tor, Deparlment of Re. a ue IMPORTANT! PLEASE READ THE FOLLOWING INFORMATION CAREFULLY BEFORE POSTING THIS LICENSE General Information Endorsements • Post this Business License in a visible location at Although tax registration, unemployment, and your place of business. industrial insurance endorsements appear on your Business License, the registration with the agencies • If you were issued a Business License previously, that govern these endorsements is not complete until destroy the old one and post this one in its they have established an account for your business. place. • All endorsements should be renewed by the expiration date that appears on the front of this license to avoid any late fees that may apply. If there is no expiration date, the endorsements remain active as long as you continue required reporting (see Endorsements). • Login to My DOR at business.wa.gov/BLS if you need to make changes to your business name, location, mailing address, telephone number, or business ownership. Telephone: (360) 705-6741 Each registering agency requires you to submit periodic reports. Each agency will send you the necessary reporting forms and instructions. Corporations, limited liability companies, etc. You must submit a Business License Application and file with the Corporations Division of the Secretary of State before you can legally operate as a corporation, limited -liability company, or other business organization type that requires registration. If you have any questions, call (360) 725-0377. For assistance or to request this document in an alternate format, visit http://business wa gov/BLS or call (360) 7056741 Teletype (m) users may use the Washington Relay Service by calling 711. RL$.700-107104AA Q CORPORATE AUTHORIZATION RESOLUTION I, Richard Tong, Executive Vice President and Director of GeoDesign, Inc. (The "Corporation") hereby certifies that: the Corporation is duly organized and existing under the laws of the State of Oregon and the following is true, accurate and complete transcript of resolution contained in the minute book of the Board of Directors of said Corporation duly held, at which meeting there was present and acting throughout a quorum authorized to transact business hereinafter described, and that the proceedings of said meeting were in accordance with the charter and by-laws of said Corporation and that said resolutions have not been amended or revoked and are in full force and effect: Resolved, that Kevin Lamb, Principal, be and is hereby authorized and empowered to sign any and all contracts and documents on behalf of said Corporation, and to take such steps, and do such other acts and things, as in his or her judgment may be necessary, appropriate or desirable in connection with any proposal submitted to, or any contract entered into with the City of Federal Way for Professional Services Agreement for Third Party Geotechnical Engineering Review and Evaluation; and, Resolved, that any and all transactions by and of the officers of representatives of the Corporation, in its name and for its account, with the City of Federal Way for Professional Services Agreement for Third Party Geotechnical Engineering Review and Evaluation, prior to the adoption of these resolutions be, and they are hereby, ratified and approved for all purposes. Witness my hand and seal of the Corporation this May 13, 2021. Richard Tong, Executive Vice President CERTIFICATE OF LIABILITY INSURANCE 5/l/2022 DATE (MM/DD/YYYY) 1 4/27/211?1 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies 3280 Peachtree Road NE, Suite #250 Atlanta GA 30305 (404)460-3600 CONTACT PHONE FAX No. Ext); A/C No); E-MAIL ADDRESS` INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: The Continental Insurance Company 35289 INSURED GeoDesign Inc. / NV5 Global, Inc. I 1484318 9450 SW Commerce Circle 114SURER B; National Fire Insurance Co of Hartford 20478 INSURER C:Berk] e Insurangg Coinparly32603 INSURERD: Ste 300 Wilsonville OR 97070 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: 17191395 REVISION NUMBER: XXX?IxXx 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 LTA TYPE OF INSURANCE ADDL IINSD SUBR WVDPOLICY NUMBER POLICY EFF MWDD/YYYY POLICY EXP DD/YYYY LIMITS A x COMMERCIAL GENERAL LIABILITY CLAIMS -MADE IN] OCCUR Y N 7014856125 5/l/2021 5/l/2022 EACH OCCURRENCE $ 1,000,000 PAEMLSES iFa occurrence $ 1 000 00O X MED EXP (Any one person) $ 15,000 Contractual Liab X Cross Liab Incl PERSONAL & ADV INJURY $ 1,000.000 GEN'L AGGREGATE LIMIT APPLIES PER: NX POLICY ❑X JE LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS -COMP/OP AGG $ 2,000,000 $ X OTHER Deductible: ]~Tone B I AUTOMOBILE LIABILITY N N 7014942659 5/l/2021 5/l/2022 co ae NGLE LIMITfEa $ 1 A0,000 BODILY INJURY (Per person) $ XXXXXXX x ANY AUTO BODILY INJURY (Per accident) $ XXX3�XX OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY ROPER DAMAGE PeraccidanS $ XXXXXXX $XXXXXXX A X UMBRELLA LIAB X OCCUR N N 7014841883 5/1/2021 5/1/2022 EACH OCCURRENCE $ 20,000,000 AGGREGATE $ 20,000,000 EXCESS LIAB CLAIMS -MADE DED X I RETENTION $ $0 $ XXXXXXX B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N / A N 7014842824(AOS) 7 7 5/1/20_1 7 5/l/.A_2 TH- X STATUTE ER E.L. EACH ACCIDENT $ 1000 000 EL DISEASE - EA EMPLOYEE $ 1,000.000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L DISEASE - POLICY LIMIT $ 1.000 000 C Professional Liab/Pollution N N AEC-9044114-05 5/l/2021 5/l/2022 Each Claim $ 1OM Aggregate $ 20M A Contractors Equip. 7014900785 5/1/2021 5/l/2022 See attached DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: All Operations job name: Federal Way--O. Additional Insured coverage applies to General Liability for City of Federal Way per policy form. Primary coverage applies to General Liability per policy form. Excess/Umbrella policy follows form over underlying policies: General Liability, Auto Liability & Employers Liability (additional insured and waiver of subrogation apply). Professional Liability - Claims made form, defense costs included within limit. CERTIFICATE HOLDER CANCELLATION See Attachments 17191395 City of Federal Way 33325 8th Avenue S Federal Way WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENT 0)1988•2131 9 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Attachment Code: D585737 Master ID: 1484318, Certificate ID: 17191395 Contractor's Equipment Coverage Coverage: Contractor's Equipment Carrier: Continental Insurance Company Effective: 5/ 1/21-5/ 1/ 22 Policy Number: 7014900785 Blanket Policy Limit: $3,897,564 Limit Per Item: $500,000 Blanket Short -Term Equipment Leased, Borrowed, or Rented From Others Limit: $500,000 Per occurrence/item 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.irs.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. GeoDesign, Inc. 2 Business name/disregarded entity name, if different from above GeoDesign, Inc., d/b/a NV5 c) �P 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the Y 4 Exemptions codes apply only to P� ( PPY Y following seven boxes. certain entities, not individuals; see a instructions on page 3): o ❑ Individual/sole proprietor or ❑s C Corporation ❑ S Corporation ElPartnership ElTrust/estate to c single -member LLC Exempt payee code (if any) ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► `p Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check Exemption from FATCA reporting .'`r +• yr LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is code (if any) = another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC IL g w is disregarded from the owner should check the appropriate box for the tax classification of its owner. V N Other (see instructions) ► (Applies to accounts maintained outside the U.S.) y 5 Address (number, street, and apt. or suite no.) See instructions. Requester's name and address (optional) Q PO Box 740086680 cn 6 City, state, and 4P code Chicago, IL 60674-8680 7 List account number(s) here (optional) Taxpayer Identification Number CTIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals, this is generally your social security number (S. However, fora resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other n� ^ M - entities. it is vour emDlover identification number (EIN). If you do not have a number. see How to pet 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 rllEmployer identification number Number To Give the Requester for guidelines on whose number to enter. 9 1 - 1 1 7 8 0 8 M25 11 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 II, later. Sign Signshi"e of O l / 16 / 2 0 21 Here U.S. person IN -Date ► 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. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS 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-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (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), 1098-T (tuition) • Form 1099-C (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. If you do not return Form W-9 to the requester with a TIN, you might 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) Page 2 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. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. 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). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners' share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 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 that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S, status and avoiding withholding on Its allocable share of net income from the partnership conducting a trade or business in the United States. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the 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 trust; and • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. 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, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). 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 a tax 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 his or her 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 his or her 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 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 under 4 above (for reportable interest and dividend accounts opened after 1983 only). 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. Also see Special rules for partnerships, earlier. What is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States 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 no longer are 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.