Michael Baker International - On-Call Environmental Review (2015)AGREEMENT FOR SERVICES
(For contracts over $5,000 - CONSULTANT)
This AGREEMENT made this 6th day of November, 2015, between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: Michael Baker Intemational.Aaving a principal place of business at -6& a 74
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ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on 11/06/2015 and will continue in effect through
11/06/2018 with up to two, one -year extensions possible through a contract amendment, unless
terminated in accordance with the provisions of Article 7 of this Agreement.
Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall
terminate this Agreement regardless of any other provision stated herein. ZL
Initial
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the parties that CONSULTANT is an independent contractor and not
an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be
interpreted or construed as creating or establishing the relationship of employer and employee
between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties
acknowledge that CONSULTANT is not an employee for state or federal tax purposes.
CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S
employees, including, without limitation, disability or unemployment insurance, workers'
compensation, medical insurance, sick leave, retirement benefits or any other employment
benefits. CONSULTANT shall retain the right to perform services for others during the term of
this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT
A. Specific Services
CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" ( "Specific
Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in
Exhibit "C" ( "Milestone Schedule ").
B. Method of Performing Services
CONSULTANT shall determine the method, details and means of performing the above -
described services. CITY shall have no right to, and shall not, control the manner or determine
the method of accomplishing CONSULTANT'S services.
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C. Employment of Assistants
CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as
CONSULTANT deems necessary to perform the services required of CONSULTANT by this
Agreement, subject to the prohibition against assignment and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the
performance of those services. CONSULTANT assumes full and sole responsibility for the
payment of all compensation and expenses of these assistants and for all state and federal income
tax, unemployment insurance, Social Security, disability insurance and other applicable
withholding.
D. Place of Work
CONSULTANT shall perform the services required by this Agreement at any place or location
and at such times as CONSULTANT shall determine is necessary to properly and timely perform
CONSULTANT'S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONSULTANT, CITY agrees to pay
CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event
however shall the total compensation paid to CONSULTANT exceed $1,000,000.00.
B. Invoices
CONSULTANT shall submit invoices for all services rendered.
C. Payment
Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment
will be made unless CONSULTANT has first provided City with a written receipt of invoice
describing the work performed and any approved direct expenses (as provided for in
Exhibit "A ", Section M incurred during the preceding period. If CITY objects to all or any
portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30)
days from receipt of the invoice, give reasons for the objection, and pay that portion of the
invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not
to pay any invoiced amounts to which it has objected until the objection has been resolved by
mutual agreement of the parties.
D. Expenses
CONSULTANT shall be responsible for all costs and expenses incident to the performance of
services for CITY, including but not limited to, all costs of equipment used or provided by
CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against
CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be
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responsible for any expenses incurred by CONSULTANT in performing services for CITY,
except for those expenses constituting "direct expenses" referenced on Exhibit "A."
ARTICLE 5. OBLIGATIONS OF CONSULTANT
A. Tools and Instrumentalities
CONSULTANT shall supply all tools and instrumentalities required to perform the services
under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase
or rent any tools, equipment or services from CITY.
B. Workers' Compensation
CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S
employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and
indemnify CITY, its officers, representatives, agents and employees from and against any and all
claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses,
including without limitation reasonable attorneys' fees, arising out of any injury, disability, or
death of any of CONSULTANT'S employees.
C. Indemnification of Liability, Duty to Defend
1. As to professional liability, to the fullest extent permitted by law,
CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be
unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents
and employees against any and all suits, damages, costs, fees, claims, demands, causes of action,
losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising
or resulting directly or indirectly from any willful or negligent acts, errors or omissions of
CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims
relating to the injury or death of any person or damage to any property.
2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall
defend, through counsel approved by CITY (which approval shall not be unreasonably withheld),
indemnify and hold harmless CITY, its officers, representatives, agents and employees against
any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and
expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly
from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or
agents, including all claims relating to the injury or death of any person or damage to any
property.
D. Insurance
In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to
CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability
Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles,
with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages
due to bodily injury, sickness or disease, or death to any person, and damage to property,
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including the loss of use thereof, and (b) Professional Liability Insurance (Errors & Omissions)
with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate;
provided however, Professional Liability Insurance written on a claims made basis must comply
with the requirements set forth below. Professional Liability Insurance written on a claims made
basis (including without limitation the initial policy obtained and all subsequent policies
purchased as renewals or replacements) must show the retroactive date, and the retroactive date
must be before the earlier of the effective date of the contract or the beginning of the contract
work. Claims made Professional Liability Insurance must be maintained, and written evidence
of insurance must be provided, for at least five (5) years after the completion of the contract
work. If claims made coverage is canceled or non - renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the earlier of the effective date of the
contract or the beginning of the contract work, CONSULTANT must purchase so called
"extended reporting" or "tail" coverage for a minimum of five (5) years after completion of
work, which must also show a retroactive date that is before the earlier of the effective date of
the contract or the beginning of the contract work. As a condition precedent to CITY'S
obligations under this Agreement, CONSULTANT shall furnish written evidence of such
coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive
Liability insurance policy referred to in (a) immediately above via a specific endorsement) and
requiring. thirty (30) days written notice of policy lapse or cancellation, or of a material change in
policy terms.
E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONSULTANT under this Agreement may be assigned or subcontracted by
CONSULTANT without the prior written consent of CITY, which CITY may withhold in its
sole and absolute discretion.
F. State and Federal Taxes
As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying
all required state and federal taxes. Without limiting the foregoing, CONSULTANT
acknowledges and agrees that:
• CITY will not withhold FICA (Social Security) from CONSULTANT'S
payments;
• CITY will not make state or federal unemployment insurance contributions on
CONSULTANT'S behalf;
• CITY will not withhold state or federal income tax from payment to
CONSULTANT;
• CITY will not make disability insurance contributions on behalf of
CONSULTANT;
• CITY will not obtain workers' compensation insurance on behalf of
CONSULTANT.
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ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at
reasonable times following receipt by CITY of reasonable notice, to all documents reasonably
necessary to the performance of CONSULTANT'S duties under this Agreement.
B. Assignment.
CITY may assign this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONSULTANT. Such assignment shall not release
CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A. Sale of Consultant's Business/ Death of Consultant.
CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later
than thirty (30) days prior to any such sale. CITY shall have the option of terminating this
Agreement within thirty (30) days after receiving such notice of sale. Any such CITY
termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to
CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after
CITY' receipt of such notice of sale.
If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated
upon death of CONSULTANT.
B. Termination by City for Default of Consultant
Should CONSULTANT default in the performance of this Agreement or materially breach any
of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written
notification to CONSULTANT. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
1. CONSULTANT'S failure to professionally and/or timely perform any of the
services contemplated by this Agreement.
2. CONSULTANT'S breach of any of its representations, warranties or covenants
contained in this Agreement.
CONSULTANT shall be entitled to payment only for work completed in accordance with the
terms of this Agreement through the date of the termination notice, as reasonably determined by
CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for
the tasks described on Exhibit C" which have been fully, competently and timely rendered by
CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to
CONSULTANT'S default in the performance of this Agreement or material breach by
CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY
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may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any
and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope
of work as described in this Agreement, to the extent such costs and expenses exceed the
amounts CITY would have been obligated to pay CONSULTANT for the performance of that
task pursuant to this Agreement.
C. Termination for Failure to Make Agreed -Upon Payments
Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article
4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default
under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this
Agreement if such default is not remedied by CITY within thirty (30) days after demand for such
payment is given by CONSULTANT to CITY.
D. Transition after Termination
Upon termination, CONSULTANT shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONSULTANT shall
cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in
connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done
toward completion of the services • required hereunder, and shall act in such a manner as to
facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the
CITY to complete such services.
ARTICLE 8. GENERAL PROVISIONS
A. Amendment & Modification
No amendments, modifications, alterations or changes to the terms of this Agreement shall be
effective unless and until made in a writing signed by both parties hereto.
B. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, the CONSULTANT shall comply fully with all
applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current
form and as it may be amended from time to time. CONSULTANT shall also require such
compliance of all subcontractors performing work under this Agreement, subject to the
prohibition against assignment and subcontracting contained in Article 5 above. The
CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the
CITY OF GILROY, its officers, employees, agents and representatives from and against all suits,
claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees,
including without limitation reasonable attorneys' fees, that may arise out of any violations of
the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or
representatives of either.
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C. Attorneys' Fees
If any action at law or in equity, including an action for declaratory relief, is brought to enforce
or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable
attorneys' fees, which may be set by the court in the same action or in a separate action brought
for that purpose, in addition to any other relief to which that party may be entitled.
D. Captions
The captions and headings of the various sections, paragraphs and subparagraphs of the
Agreement are for convenience only and shall not be considered nor referred to for resolving
questions of interpretation.
E. Compliance with Laws
The CONSULTANT shall keep itself informed of all State and National laws and all municipal
ordinances and regulations of the CITY which in any manner affect those engaged or employed
in the work, or the materials used in the work, or which in any way affect the conduct of the
work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or
authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the
provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or
subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for
goods or services to refrain from discriminatory employment or subcontracting practices on the
basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant
for employment, or any potential subcontractor.
F. Conflict of Interest
CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any
public agency interested in this Agreement has any pecuniary interest in the business of
CONSULTANT and that no person associated with CONSULTANT has any interest that would
constitute a conflict of interest in any manner or degree as to the execution or performance of
this Agreement.
G. Entire Agreement
This Agreement supersedes any and all prior agreements, whether oral or written, between the
parties hereto with respect to the rendering of services by CONSULTANT for CITY and
contains all the covenants and agreements between the parties with respect to the rendering of
such services in any manner whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by
any party, or anyone acting on behalf of any party, which are not embodied herein, and that no
other agreement, statement or promise not contained in this Agreement shall be valid or binding.
No other agreements or conversation with any officer, agent or employee of CITY prior to
execution of this Agreement shall affect or modify any of the terms or obligations contained in
any documents comprising this Agreement. Such other agreements or conversations shall be
considered as unofficial information and in no way binding upon CITY.
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H. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws provisions of any jurisdiction. The exclusive
jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and
federal courts located in Santa Clara County, California.
I. Notices
Any notice to be given hereunder by either party to the other may be effected either by personal
delivery in writing or by mail, registered or certified, postage prepaid with return receipt
requested. Mailed notices shall be addressed to the parties at the addresses appearing in
Exhibit "A ", Section V.H. but each party may change the address by written notice in
accordance with this paragraph. Notices delivered personally will be deemed delivered as of
actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing.
J. Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
K. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
L. Waiver
CONSULTANT agrees that waiver by CITY of any one or more of the conditions of
performance under this Agreement shall not be construed as waiver(s) of any other condition of
performance under this Agreement.
Executed at Gilroy, California, on the date and year first above written.
CONSULTANT:
Michael Baker International.
By:
Name: Philip O. Carter
Title: Vice President
Social Security or Taxpayer
Identification Number
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CITY:
CITY OF GILROY
By:
Name. J. Edward Tewes
Title: Interim City Administrator
Approved as to Form
+�Q=
City Attomey
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EXHIBIT "A"
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONSULTANT shall provide the services indicated on the attached Exhibit "B ", Scope of
Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To
accomplish that end, CONSULTANT agrees to assign , who will act in the
capacity of Project Manager, and who will personally direct such Services.W 5 -�P- n
Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all
technical and professional services including labor, material, equipment, transportation,
supervision and expertise to perform all operations necessary and required to complete the
Services in accordance with the terms of this Agreement.
II. NOTICE TO PROCEED /COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written
"Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication
from designated City contact person(s). Notice to Proceed may be in the form of e -mail, fax or
letter authorizing commencement of the Services. For purposes of this Agreement, Sue Martin,
Planning Division Manager and Rebecca Tolentino, Senior Planner, shall be the designated City
contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt
by CONSULTANT or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this
Exhibit "A ".
B. COMPLETION OF SERVICES
When CITY determines that CONSULTANT has completed all of the Services in accordance
with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final
Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT
may request this determination of completion when, in its opinion, it has completed all of the
Services as required by the terms of this Agreement and, if so requested, CITY shall make this
determination within two (2) weeks of such request, or if CITY determines that CONSULTANT
has not completed all of such Services as required by this Agreement, CITY shall so inform
CONSULTANT within this two (2) week period.
III. PROGRESS SCHEDULE
The schedule for performance and completion of the Services will be as set forth in the attached
Exhibit "C ".
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IV. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement.
Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to
pay only for those direct expenses which have been previously approved in writing by CITY.
CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct
expenses.
Copies of pertinent financial records, including invoices, will be included with the submission of
billing(s) for all direct expenses.
V. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONSULTANT represents and warrants that it has the qualifications, skills and licenses
necessary to perform the Services, and its duties and obligations, expressed and implied,
contained herein, and CITY expressly relies upon CONSULTANT'S representations and
warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such
Services and duties in conformance to and consistent with the standards generally recognized as
being employed by professionals in the same discipline in the State of California.
Any plans, designs, specifications, estimates, calculations, reports and other documents furnished
under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for
acceptance shall be a product of neat appearance, well - organized, technically and grammatically
correct, checked and having the maker and checker identified. The minimum standard of
appearance, organization and content of the drawings shall be that used by CITY for similar
purposes.
B. RESPONSIBILITY OF CONSULTANT
CONSULTANT shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be
responsible for the accuracy of any project or technical information provided by the CITY. The
CITY'S review, acceptance or payment for any of the Services shall not be construed to operate
as a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in
accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent
performance of any of the services furnished under this Agreement.
C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
CITY, through its authorized employees, representatives or agents, shall have the right, at any
and all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any
and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT
shall maintain for a minimum period of three (3) years (from the date of final payment to
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CONSULTANT), or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all
charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at
the CITY's offices within five (5) business days after CITY's request.
D. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONSULTANT and all other written and oral
information developed or received by or for CONSULTANT and all other written and oral
information submitted to CONSULTANT in connection with the performance of this Agreement
shall be held confidential by CONSULTANT and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to
an entity not connected with the performance of the such Services. Nothing furnished to
CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally
known to the related industry (other than that which becomes generally known as the result of
CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not
use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under
this Agreement in any magazine, trade paper, newspaper or other medium without the express
written consent of CITY.
E. NO PLEDGING OF CITY'S CREDIT.
Under no circumstances shall CONSULTANT have the authority or power to pledge the credit
of CITY or incur any obligation in the name of CITY.
F. OWNERSHIP OF MATERIAL.
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may
retain and use copies thereof subject to Section V.D of this Exhibit "A ".
CITY shall not be limited in any way in its use of said material at any time for any work,
whether or not associated with the City project for which the Services are performed. However,
CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from,
damages resulting from the use of said material for work other than PROJECT, including, but
not limited to, the release of this material to third parties for work other than on PROJECT.
G. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
party or parties, and no third party or parties shall have any claim or right of action hereunder for
any cause whatsoever.
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H. NOTICES.
Notices are to be sent as follows:
CITY: Sue Martin, Planning Division Manager
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT: Philip O. Cart er
Michael Baker International
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I. FEDERAL FUNDING REQUIREMENTS.
❑ If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements of this Section V.I. apply.
® If the box to the left of this sentence is checked, this Agreement does not involve
federal funding and the requirements of this Section V.I. do not apply.
1. DBE Program
CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs.
2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable
cost for individual items.
3. Covenant against Contingent Fees
The CONSULTANT warrants that he /she has not employed or retained any company or person,
other than a bona fide employee working for the CONSULTANT, to solicit or secure this
Agreement, and that he /she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, the Local Agency shall have the right to annul this
Agreement without liability or, at its discretion, to deduct from the agreement price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift or contingent fee.
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EXHIBIT "B"
SCOPE OF SERVICES
Environmental Reviews
In general, Michael Baker International will be expected to provide comprehensive
environmental services in accordance with CEQA. Michael Baker International's ability to
complete the environmental reviews in a timely manner is essential. The environmental firm
should have the staffing resources available (either in -house or assembled team) to complete
multiple environmental reviews in an expeditious manner.
The services that Michael baker International will provide include, but are not limited to the
following:
1. Write accurate, clear, concise and legally defensible environmental documents.
2. Work with a consultant staff planner if applicable.
3. Attend Planning Commission and/or City Council meetings and give presentations when
necessary;
4. Prepare, circulate and file /record environmental documents and notices in accordance
with CEQA and within timelines specified by CEQA and the City (shorter timelines may be
required for certain projects);
5. Conduct site visits as necessary;
6. Maintain concise and accurate administrative record for the assigned project. The project
administrative record will be returned to the City upon request, or at project completion.
7. Be available during regular business hours to answer questions from city staff, outside
agencies, and the public; and
8. Provide brief weekly updates to Gilroy Planning staff on the status of the application
processing as requested.
Prior to assigning a specific project, the City will provide an introductory overview of the project
and the scope of services to be provided. All available drawing and other applicable technical
and property information will be available to Michael Baker International.
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EXHIBIT "C"
MILESTONE SCHEDULE
IND..
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EXHIBIT "D"
PAYMENT SCHEDULE
Attached.
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BILLING STRUCTURE
Based on the needs of the City of Gilroy, the cost structure
for planning services is best communicated in terms of
hourly rates. Services can be billed on an hourly basis,
hourly with an established not -to- exceed maximum, or
based on a specific scope of work with line item task
budgets. On -site planning services are typically billed on an
hourly basis.
staff
4 -1
Hourly Rate
I N T E R N A T I O N A L
PROPOSED FEE SCHEDULE
Comprehensive Planning Services
Sustainability
Project Director /Advisor
$180 -$225
Project Director /Advisor
$180 -$225
Principal Planner
$150 -$180
Principal Climate Change Analyst
$145 -$165
Project Manager s
$130 -$150
Program Manager
$130 -$160
Assistant Project Manager
$120 -$130
Conservation & Resource Planning
Senior Planner.
$120 -$150
Project Director /Advisor
$180 -$225
Land Use Planner
$120 -$130
Senior Conservation Planner
$110 -$125
Associate Planner r ° w
$95 -$120
Conservation Planner
$95 -$120
Assistant Planner
$85 -$95
Biology
Planning Technician
$65 -$75
Project Director /Advisor
$180 -$225
Environmental Services
Senior Biologist
$120 -$150
Project Director /Advisor
$180 -$225
Associate Biologist �' �'�� �
$90 -$120
CEQA Project Manager
$125 -$175
Meeting Facilitation
Senior Environmental Planner
$120 -$150
Facilitation Services
$115 -$175
Associate Environmental Planner
$95 -$120
Housing & Redevelopment
Urban Design & Revitalization
Project Manager 11,
$125 -$150
Project Director /Advisor
$180 -$225
Senior Housing Planner
$95 -$115
Senior Urban Designer
$165 -$180
Associate Housing Planne
$80 -$90
Urban Designer
$105 -$130
Grant Technician
$75 -$80
Transportation Services
Management Services °„
Project Director /Advisor
$180 -$225
Principal
$225 -$275
Transportation Planner , x$150 -$180
Associate Principal '� °;��`• ��,e;
$195 -$225
Public Outreach
Senior Associate
$180 -$225
Project Director /Advisor
$180 -$225
Municipal Finance ' xW162"�°'
Senior Public Information Officer
$120 -$150
Project Director /Advisor
$180 -$225
Public Information Officer
$90 -$120
Municipal Finance Manager
$145 -$165
Public Engagement Coordinator
$90 –$120
Municipal Finance Coordinator
$125 –$145
Creative Services
Municipal Finance Analyst &�,
$85 –$125
Graphics Production Manager
$125 –$145
Administrative Services
Graphic/Web Desi ner ,
� _ 4.
-$125
Grant Writing
Administrative Support
$65 -$95
Principal Grant Writer
$80 -$125
SMARA Services L 4T
i
Assistant Grant Specialist
$70 -$90
Geologist
$150 -$185
GIS „mot
Senior Inspector ��;_�
$120 -$150
GIS Manager
$125 -$145
Associate Inspector
$100 -$120
GIS Analyst °'
$95 -$115
Reimbursable expenses and subconsultants are billed at cost plus 10% administrative mark -up.
Rates are subject to change.
4-2
/Z'—�
CERTIFICATE OF LIABILITY INSURANCE
DATE(MMVDDIYYYY)
I 11r 2015
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE LHOLDER. 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 be endorsed. It 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
-000ONT T _
non Risk Services Central, Inc.
Pittsburgh PA Office
Dominion Tower, 10th Floor
625 Liberty Avenue
(Air (665) 783 -77.J! 5
No. E.11: ?z FA AC. (800) 353 -010 No.:
EMAIL
ADDRESS:
INSURER(S) AFFORDING COVERAGE
NAIC 0
Pittsburgh PA 15222-3110 USA
INSURED
INSURER A: Liberty Mutual Fire Ins Co -
23035'
Michael Baker International, Inc.
onsults Pacific Municipal
c
consultants (PMC)
INSURER 8: Liberty Insurance Corporation
42404
National union Fire I Co Pi l h
INSURER C: aoanon re ns o ottsiur 9
19445
2729 Prospect Park Drive, Suite 220
Rancho Cordova CA 95670 USA
INSURER a Lloyd's Syndicate No. 2623 ..
AA1129623
- ...
�
INSURER E:
PREMISES Ea oc=mtr.ce'r
INSURER F:
COVERAGES CERTIFICATE NUMBER: 570060240940 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 RE_ QUIREMENT. 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. Limits shown are as requested
LTR
TYPE OF INSURANCE
NSD
VWO
POLICY NUMBER
MM/DDIYYYY
M. DMYYI
- LIMITS
Y
COMMERCIAL GENERAL LIABILITY
TB
U /JU /-
L
EACH OCCURRENCE
52,000,000
CLAIMS-MADE Q OCCUR
PREMISES Ea oc=mtr.ce'r
$100,.QOQ
MED W Vmy one..peraon)
S5 , 0oo
PERSONAL s ACV LNJ RY
S2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER
GENERAL AGGREGATE
S4,000,000
POLICY ❑X PRO F LOC
ECi
PRODUCTS- .CO.dPiOP AGG
54,..000,000
OTe?ER
A
AUTOMOBILE LIABILITY
AS2- 681 - 004145 - ?25
08/30/201
08/34/2016
COMBINED SINGLE LIMIT
Ea a^ ennl
$
1,000,000
BODILY INJURY ) Per parson)
;( ANY AUTO
ALL O'NNED SCHEDULED
ALTuS AUTO$
NON - OWNED
X HIRED AUTOS N AUTOS
-
BODILY IN-WRY (Per itGdarti
PROPERTY DAMAGE
"Per acmdenc
_
C
A
UMBRELLAUA13
I x i 0 CCUR
BE0330 6983
08/30/2015
OSj3Uj2016
EACH OCCURRENCE
$10,000,000
Excess LIAB
CLAIMS -MADE
AGGREGATE
$10,000.000
ICED % RETENTKiN SID, 0DO
H
B
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY Y I
ANY PRGPRIETOR I PARTNER I EXECUTIVE
..Y EXCLUDED? N
'NIA
WA766D0 4145775
ADS
WC7681004145785
08/30112015
09/30/201S
08/30/2016
08/30/2016
X PER FORT
TAT TE
E.L. EACH ACCIDENT
$1,000,.000
E.L. DISEASE -EA EMPLOYEE
$1,000.000
IM+7datory
If iea• describe antler
DESCRIPTION OF OPERATIONS below
wI
E.L. DISC- ASE. POLICY LIMIT
S110001000
o
ERO -PL= Primary
QC1502675
Professional 8 Pollution
SIR applies per policy ter
08/31/2015
5.8: condi
08/31/2016
.
-ions
Per C aim
Aggregate
55,000,000
$5,000,000
OESCRIPTION-0F OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be atdotiad -If more apace Is Mquired)
For Named Insured only: Attn: Pam warfield. RE: ProjeCt Name: As Needed Planning and Environmental Services. The City of Gilroy, its officers, officials and employees are included as Additional Insured in accordance with the policy provisions of
the General Liability and Automobile Liability policies. General Liability and Automobile Liability policies evidenced herein
are Primary anti Non- contributory to other insurance available to Additional insured, but only in accordance with the policy's
provisions. Should General Liability, Automobile Liability, Professional Liability. and workers' Compensation policies be
cancelled before the expiration date thereof, the policy provisions will govern how notice of cancellation may delivered to
certificate holders in accordance with the policy provisi ons.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, NOTICE WALL BE DELIVERED IN ACCORDANCE WITH THE
POLICY PROVISIONS.
City of Gilroy AUTHORIZED REPRESENTATIVE
7351 Rosanna Street
Gilroy CA 95020 USA
t.X{Ofa c` %'/'.IARG V6L6Ir�Y.C7 (� �Lt�s /s:CL
01988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD
m
c
m
'Is
m
O
P
0
N
m
O
O
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QJ
C.
m
v
212201400007700091
Policy Number TB2681004145715
Issued by Liberty Mutual Fire Insurance Co.
THIS ENDORSEINIENT CHANGES THE POLICY. PLEASE READ ITCARER)LLY.
BUW KETADDrnoNAL INSURED
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITYCOVERAGE FORM
SECTION it - WHO IS AN INSURED is amended to include as an insured any person or organization for whom you
have agreed in writing to provide lability insurance. But
The insurance provided by this amendment:
1, Applies only to 'bodily Injury' or *property damage' arising out of (a) 'your work' or (b) premises or other
property owned by or rented to you
2. Applies only to coverage and minimum Iimts of insurance required by the written agreement, but;n no event
exceeds ether the scope of coverage or the Tanks of insurance provided by this policy. and
3. Does not apply to any person or organization for whom you have procured separ�e iiabit insurance while
such insurance Is In effect, regardless of whether the scope of coverage or limits of insurance of his policy
exceed those of such other insurance or whether such other Insurance is valid and collectible.
The following provisions also apply:
1. Where the applicable written agreement requires the insured to provide liability insurance on a primary, excess,
contingent. cr arty other basis, this 'policy wit apply solely on the basis required by such written agreement and
Item 4. Other Insurance of SECTION IV of this policy will not apply.
2. Where the applicable written agreement does not specify on what basis the liability insurance will apply, the
provisions of item 4. Other Insurance of SECTION IV of this policy will govern.
3 This endorsement shall not apply to any person or organization for any ' bodly injury' or 'property damage' if
any other additional insured endorsement on this policy applies to that person or organization with regard to the
' bodiy injury' or 'property damage'.
4. If arty other additional insured endorsement applies to any person or organization and you are obligated under
a written agreement to provide liability insurance on a primary, excess, contingent or any other basistor dim
additional insured, this policy wit apply solely on the basis required by such written agreement and Item 4.
Other Insurance of SECTION IV of this policy will not apply, regardless of whether the person or organization
has available other valid and collectible insurance. If the applicable written agreement does not specify on
what basis the liability insurance will apply. the provisions of Item 4. Other Insurance of SECTION IV of this
policy will govern
Issued to: City of Gilroy, its officers, officials and employees
Designated Contract or Protect: As Needed P2anping and Environmental Services
LN 20 0106 0 -
193201300131700368
Policy Number. AS2 -081 -- 004145 -725
Issued by: Liberty Mutual Fire Insurance Co.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ R CAREFULLY.
DESIGNATED INSURED -NONCONTRIBUTING
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
GARAGE COVERAGE FORM
MOTOR CARRIERS COVERAGE FORM
TRUCKERS COVERAGE FORM
VYdh respect to coverage provided by this endorsement the provisions of the Coverage Form apply unless
modified by this endorsement.
This endorsement identifies person(s) or organization(s) who are 'insureds' under the Who is An Insured
Provision of the Coverage Form. This endorsement does not after coverage provided in the Coverage form.
Schedule
Name of Person(s) or Organhrations(sl:
City of Gilroy, its officers, officials and employees
Regarding Designated Contract or Project:
As Needed Planning and Environmental Sl�rvi.ces
Each person or organization shown in the Schedule of this endorsement is an 'insured' for Liability Coverage. but
only to the extent that person or organzation qualities as an insured' under the Who Is An Insured Provision
contained in Section 11 of the Coverage Form.
The following is added to the Other Insurance Condition:
tF you have agreed in a written agreement that this policy W be primary and without right of contribution
from any insurance in force for an AdditiDnal Insured for liability arising out of your operations, and the
agreement was executed prior to the 'bodily injury' or `property damage'. then this insurance will be
primary and we will not seek contribution from such insurance.
AC 84 23 0811 0 2010. Vberty Mutual Group of Companies. Ail rights reserved. Page 1 of 1
Includes copyrighted material of Insurance Services Office, Inc..
with its permission.
1932wecosawoois§
Policy Number TB26810.04145715
Issued by LIBERTY MUTUAL FIRE INSURANCE COMPANY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
NOTICE OF CANCELLATION TO THIRD PARTIES
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE PART
MO'T'OR CARRIER COVERAGE PART
GARAGE COVERAGE PART
TRUCKERS COVERAGE PART
EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART
SELFINSURED TRUCKER EXCESS LIABILITY COVERAGE PART
COMMERCIAL GENERAL LIABILITY COVERAGE PART
EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABury COVERAGE PART
LIQUOR LIABILITY COVERAGE. PART
COMMERCIAL LIABILITY - UMBRELLA COVERAGE FORM
Schedule
Name of Other Person(s) t Email Address or mailing address: Number Days Notice:
Organization(s):
30
A. If we cancel this policy for any reason other than nonpayment of premium. we will notify the persons or
organizations shown in the Schedule above. We will send notice to the email or mailing address listed above
at least 10 days, or the number of days [Wed above, if any, before the cancellation becomes effective. In no
event does the notice to the third party exceed the notice to the first named :insured.
B_ This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to
provide such advance notification will not extend the policy cancellation date nor negate cancellation cf the
policy.
All other terms and conditions of this policy remain unchanged.
LIM"0105 11 0 2011 Liberty Mutual Group of Companies. All rights reserved.. Page 1 of 1
Includes copyrighted. material of Insurance Services Office. Inc.; with
its permission. .
219201400004500109
Policy Number. AS2-581- 004145 7125
Issued By: Liberty Mutual Fire Insurance Co.
THIS ENDORSENENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
NOTICE OF CANCELLATION TO THIRD PARTIES
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE PART
MOTOR CARRIER COVERAGE PART
GARAGE COVERAGE PART
TRUCKERS COVERAGE PART
EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART
SELF - INSURED TRUCKER EXCESS LIABILITY COVERAGE PART
COMMERCIAL GENERAL LIABILITY COVERAGE PART
EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE PART
LIQUOR LIABILITY COVERAGE PART
Schedule
Name of Other Per
Organization (s):
Email Address:
A. if we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or
organizations- shown in the Schedule above by emal as soon as practical after notiTying the first Named
Insured.
B. This advance email notification -of a pending cancellation of coverage is intended as a courtesy only. Our
failure to provide such advance notification will not extend the policy cancellation date nor negate
cancellation of the policy.
All other terms and conditions of this policy remain unchanged.
LIM99 02 0811 ® 2011. Liberty Mutual Group of Companies. All rights reserved. Page 1 of 1
Includes copyrighted material of Insurance Services Office. Inc.
with its permission.
Polley Number: QC1502$75 iftN_
LIMITED AUTHORITY TO ISSUE CERTIFICATES OF INSURANCE ENQORSEMENT
In consideration of the premium charged, it Is hereby understood and agreed as follows:
(1) Underwriters authorize Aon the ("Certificate Isspee) to issue Certificates of
insurance at the request or direction of the Assured. It is expressly understood and
agreed that, subject to Paragraph (2) below, any Certificate of Insurance so issued
shall not coria any rights upon the Certific ate Folder, create any obligation on the
part of the Underwriters, or purport tR or be. construed to, alter, extend, modify,
amend, or otherwise change the terms or conditions of this Policy in any manner
whatsoever_ in the case of airy conflict _between the description of the terms and
cordfiions of this Policy contained in anny.Certlfacate of insurance on the one hand,
and the terms and conditions of this Policy as set forth herein on the other, the terms
and condiffum of this Policy as set forth herd shag control.
(2) Notwithstanding Paragraph (1) above, such Certificates of Insurance as are
authorized under this endorsement may provide that in the event the Underwriters
cancel or nor -renew this Policy or in the event of a Material. Change to this Policy,
Underwriters shall mail written notice of such carecellafion, none4enwArW, or Material
,Change to such Certificate Holder 30 days prior to the etiective date of cartcellat<on,
nonii exal, or a Material Change, but `10 days prior to the effective date of
cancellation in the event the Assured has failed to pay a premium when due., The
Assured shoo provide written notice to the Underwriters of all such CertfKAft
Holders, if any, specified in each Certificate of Insurance m at inception of this
Policy, (ii) 90 days Prior to expiration of this Policy, and (III) within 10 days of receipt of
a written request from Underwriters. Underwriters' obligation to mail ,notice of
canceQation, non - renewal, or a Material Change as provided in this paragraph shall
apply solely to those Certificate Holders with respect to whore the Assured has
provided the foregoing written notice to the Underwriters.
(3) It is further understood and agreed that Underwriters` authorization of the Certificate
Issuer under this endorsement Is limited solely to the issuance of Certificates of
Insurance and does not auftroriae, empower, or appoint the Certificate issuer to act
as an agent for the Underi T%ws or bbd the Underwriters for any other purpose. The
Certificate Issuer shall be solely responsible for any errors or o nissiors in connection
with the issuantce of any Certificate of Insurance pursuant to this endorsement
(4) As used in this endorsement
Certificate of Insurance means a document issued for infarnatlonal
purposes only as evidence of the existence and terns of this Policy to order
to satisfy a corrMac4ual obligation of the Assured.
(ti) Material Change means an endorsement to or amendment of this Policy
after issuance of this Policy by the Underwriters that restricts the coverage
afforded. to the Assured.
Am other terms, clauses and conditions; remain unchanged.
:&Al*
Market SuNnlsslon - Supplemental Page 38 of 55 ~'� `-W'25/W1 5 02
Clauses
Farm
W-9
Request for Taxpayer
Give Form to the
O2°14)
Identification dumber and 'Certification
requester. Da not
truent of the Treasury
send to the IRS.
Wq-
internal
Revenue se,i+toe
_
I Name (as shown on your Income tax retort). Name Is required on this fir ie do riot leave this fine blank
Michael Baker International, Inc.
2 Business namaK=Warded entity name, if different from above
Ci
m
a
CS
r
3 Check appropriate box forfederal tax cims�ation; chic only one of the following seven boxes:
(codes ply only
�
°
❑ fndrviduallsole proprietor or ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ Tntsthstate
onion s not trod see
insbuctions an page 4
• c
smgtmemberLLC
[] Limited 6abilly company. Finer the tax dassl x atiar { =C corporation S=S corporation. 13--partnership) 10.
apt Pey� pOde (rf 1
°
o
Note. For a sirsgle- member disregarded, flat is egarded, do not check LLC: check the appropriate box inabove the fine above fir
Exemption from FATCA reporting
�
the tax dassifcatlon of the single- member owner.
code (if army) g
QV
❑ Other (sea ingtructionsl l►
Nf1�bc- ara6r+�iCairrGmffira Qi•rl.+l
=
5 Address (numbs. sfreat, and apt or suite no)
Requestio's name and address (optional)
0
a.'
2729'Prospert Park Drive, Suite 220
W
6 City, state, and ZIP code
m
Rancho Cordova. CA 95670
7 List account numbat(s) here (optionall
Taxpayer ident ffcation Number (TIN} .
F`atier yaur TIN ;1n the appropriate box. The TIN provided must match the name given on One 1 to avoid Social unity number
r backup resident alien, ore For individuals, this this riled entity, your social security number (page. However, for a - m
resident elicit, sole proprietor, or disregarded entity, see the Part l instructions on page 3. For other
entities, It is your employer identification number (EIN). If you do not have a number, see How to get a
T7N on page 3. or
Note. If the account is in more than one name, see the instructions for One 1 and the chart on page 4 for Fmrplay 1d1denh%"ca6 °n number
guidelines on whose number to enter.
2 5- 1 1 2 1 2 1 11 6 1 3F81
Under.penaities of perjury, I certify that
1. The number shown on this form; is my contact taxpayer idenfiOcation number (or I am wardng.for a number to be issued to me); and
2. t am, not su Wed to bacinup withholding because: (a)1 am exempt from backup withholding, or (b)1 have not been notified by the Internal Revenue
Service. (iRS) that I am subject to backup withholding as a resift of a failure to report all interest or dividends, or (c) the IRS has notified me that t am
no longer subject to backup withholding-, and
3. 1 am a U.S. citizen or other U.S, person (defined be(owr and
4. The FATCA code(s) entered on this form (uf any) indicating that 1 am exempt from .FATCA reporting is correct
Certification Instructions. You must cross out item 2 above if you have been noiified by the IRS Vie you are currently subject to back-up withholding
because you have failed to report all ingest and dividends an your tax return. For neat 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 (IRAQ, and
generally, payments other than interest and dividends, you are not required to sign the cat Ufica: on, but you must provide your correct TiN. See the
Instructions on page 3.
Sin signature of
U- IL Dates 20%J ...
General Instructions
Section references are to the trite ial RevI nue Code unless otherwise noted.
Future developments..lnfvmalion about developments affecting Form W-9 (such
as lagistation enactsd after we release tq is at www.irsgov1fn9.
Purpose of Forrn
--An indrviduag orent8y(Fonn -W-9 requested who is required to No an- kiflomration.
ruhmr with the RS must obtain yourcorrsd taxpayer identification number MM
which may be your social searbynumber (SW.1rzMduai:tarc)ayer idertEmcation
number MX adoption taxpayer identification number (ATIM, or employer.
Idenfilicationnumber MM to report on an Information ratan the amount paid to
you, or other amount reportable on an Win... on ratu m Bramptes of Infon. n
relrurs include, but are rot DndW to, the follawgng
• torn 10994NT (Interest earned or paid)
•Form 1099- ON {dnddends. Including those from stocks or mutual funds)
• Form 1099 -MISC (various types of income, prizes, awards, or gross proceeds)
• Form 1099 -B (stack or mutual fund sales and certaln ather transactions by
taalsPrs)
• Form 1049 -S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions)
• Form 1098 (tome mortgage hbrest)• 1098 -E (student barn interest). 1098 -T
• Farm 1099 -0 (canceled dsbq
•
Form 1099-A (acquisition or abandanarm. of secured property)
Use Form W-9 orgy If you are a U.S. parson (inckii g a resident alien), to
provide yorcooPrectTIN.
Myou.dd -not mftarr:Form- W -9:1o.dhe requesforwitt; a.TW,. you : mghtbe m4ed
to badmup wlttrh k ft See Ndiat is backup wiW obing7 on page 2.
By signing the Med -irl fain. you:
1. ca* that the TnN you are Owing a correct {or you are waiting for a number
to be issuml
2 Certify that you are not subject to backup withholding, or
S. Claim exemption from backup withholding If you are a Ua exempt payee tf
applicable. you are also dying that as a Ua person, your allocable share of
any partnership income from a U.S. trade or business is not subject to the
withholding talc on foreign partrreW share of effectively connected income, and
4. Certify that, FATCA code(s) entered on this louse {O arty} andlceting that you era
exempt tom the FATCA reper ft is:eorreet See What Is FATG reporting) an
page 2 fa Rather - information.
Cat No. 10231X Form W-9 Vim. 12-2014)