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Michael Baker International - On-Call Planning Services (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 ytic, and CONSULTANT: Michael Baker International., having a principal place of business at 469- 27.;`f gar-don Geifft; Suite 230, Ment=a* C.4 93940 Rros pec{ p t,-k Dp a-, Sv i k Z2v j Ru nc h c hex �a , (A !15(0 70 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. 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. 4835 - 2267 -0361 v1 LAC104706083 r�� 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 IV) 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 4835 - 2267 -03610 _2_ LAC104706083 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, 4835 - 2267 -03610 LAM04706083 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. 4835 - 2267 -0361v1 LAM04706083 M1 /t V- 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 4835 - 2267 -03610 _5_ LAC104706083 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. 4835 - 2267 -0361v1 _6_ LAC104706083 ,4 v✓ 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. 4835 - 2267 -03610 _�_ LAC104706083 PV, 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, Sn c . By: Name: Philip O. Carter Title: Vice President Social Security or Taxpayer Identification Number 1� S- U a 8('39 4835 - 2267 -0361 v1 LAC104706083 CITY: CITY OF GILROY By: Name: Edward Tewes Title: Interim City Administrator 4✓f Approved as to Form City Attorney 4835 - 2267- 0361v1 LAM04706083 In /lit/ 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 Tad Stearn, Managing Director, who will act in the capacity of Project Manager, and who will personally direct such Services. 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 ". 4835 - 2267 -0361v1 LAC104706083 f` 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 4835 - 2267 -0361v1 LAC104706083 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. 4835 - 2267 -03610 _3 _ LAC104706083 I4/✓ 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: T. 7 Phi it p©• C -4r ell 4- Michael Baker International ,�. FOK:'>oLe. s� 21> • � 2q Proms pPc A Y�nra ( D O2��o PC. fihO co000"�) C�"�(siC�� 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. 4835 - 2267 -03610 LAC104706083 'r7� EXHIBIT "B" SCOPE OF SERVICES Planning Services In general, Michael Baker International will be expected to provide planning services for all types of projects requesting entitlements, including but not limited to new residential subdivisions; new and redeveloped commercial, office, and industrial properties; requests for General Plan and zoning amendments; requests for boundary (e.g. urban service area) adjustments; use permits; tentative maps; and architectural design review. For the purposes of application review and processing, Michael Baker International will function as an extension of city staff, and therefore, will be expected to serve as the project lead for all assigned projects and be the main point of contact for city staff and the public. The services that Michael Baker International will provide includes, but are not limited to the following: 1. Accurately analyze projects for compliance with the City's General Plan, zoning ordinance, Subdivision Map Act, applicable specific plans, and City policies. 2. Write clear and concise letters, staff reports, resolutions, ordinances, and conditions of approval. 3. Work with a CEQA consultant from the City's on -call list or prepare Initial Studies and CEQA documents, at the City's discretion. 4. Attend Planning Commission and /or City Council meetings and give presentations when necessary; 5. Review projects and provide comments within timelines specified by the Permit Streamlining Act and the City (shorter timelines may be required for certain projects); 6. Conduct site visits as necessary; 7. 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. 8. Be available during regular business hours to answer questions from city staff, outside agencies, and the public; and 9. 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. 4835 - 2267- 0361v1 LAC104706083 EXHIBIT "C" MILESTONE SCHEDULE N/A 4835- 2267 -0361 v1 LAC104706083 U- EXHIBIT "D" PAYMENT SCHEDULE Attached. 4835 - 2267- 0361v1 LAC104706083 /v- (- 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 hourlv basis. Staff 4 -1 Hourly Rate INTERNATIONAL PROPOSED FEE SCHEDULE Comprehensive Planning Services Project Director /Advisor $180 -$225 Principal Planner $150 -$180 Project Manager $130 -$150 Assistant Project Manager $120 -$130 Senior Planner JAW, $120 -$150 Land Use Planner $120 -$130 Associate Planner . ,r . $95 -$120 Assistant Planner $85 -$95 Planning Technician $65 -$75 Environmental Services Graphics Production Manager Project Director /Advisor $180 -$225 CEQA Project Manager $125 -$175 Senior Environmental Planner $120 -$150 Associate Environmental Planner $95 -$120 Urban Design & Revitalization Project Director /Advisor $180 -$225 Senior Urban Designer„ = $165 -$180 Urban Designer $105 -$130 Transportation Services $145 -$165 Project Director /Advisor $180 -$225 Transportation Planner .x $150 -$180 Public Outreach $180 -$225 Project Director /Advisor $180 -$225 Senior Public Information Officer $120 -$150 Public Information Officer $90 -$120 Public Engagement Coordinator $90 -$120 Creative Services ,+ _ Graphics Production Manager $125 -$145 Graphic/Web Designer $80 -$115 Grant Writing Facilitation Services Principal Grant Writer , °„ $80 -$125 Assistant Grant Specialist $70 -$90 GIS P ..: Sustainability Project Director /Advisor $180 -$225 Principal Climate Change Analyst $145 -$165 Program Manager $130 -$160 Conservation & Resource Planning Project Director /Advisor $180 -$225 Senior Conservation Planner $110 -$125 Conservation Planner $95 -$120 Biology Project Director /Advisor $180 -$225 Senior Biologist $120 -$150 Associate Biologist $90 -$120 Meeting Facilitation Facilitation Services $115 -$175 Housing & Redevelopment Project Manager $125 -$150 Senior Housing Planner $95 -$115 Associate Housing Planner', $80 -$90 Grant Technician $75 -$80 Management Services Principal $225 -$275 Associate Principal ;; $195 -$225 Senior Associate $180 -$225 Municipal Finance Project Director /Advisor $180 -$225 Municipal Finance Manager $145 -$165 Municipal Finance Coordinator $125 -$145 Municipal Finance Analyst $85 -$125 Administrative Services Technical Editor $85 -$125 Administrative Support $65 -$95 SMARA Services Geologist $150 -$185 Senior Inspector $120 -$150 $100 -$120 GIS Manager $125 -$145 Associate Inspector GIS Analyst $95 -$115 Reimbursable expenses and subconsultants are billed at cost plus 10% administrative mark -up. Rates are subject to change. a -a /, ✓ A- `_'-R"* CERTIFICATE OF LIABILITY INSURANCE °�TII =0 5'-`Y' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS, NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMENO, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate in lieu of such endorsement(s), PRODUCER CONTACT AOn Risk Services Central, Inc. Pittsburgh PA Office Dominion Tower, 10th Floor 625 Liberty Avenue Pittsburgh PA 15222 -31.10 USA NS (AtG.NO.Ecq; 783 -71,2 FAX.ab. (800) 363 -0105 E-ML ADDRESS: MMID W LIMITS INSURER($) AFFORDING COVERAGE NAIL b INSURED - Michael Baker International, Inc. Formerly Pacific Municipal consultants (PMC) .INSURER A Liberty Mutual Fire Ins CO _ 23035 INSURER 8: Liberty Insurance Corporation -- 424D4 INSURER C: National Union Fire Ins Co of Pittsburgh. 19445 2729 Prospect Park Drive, Suite 220 Rancho Cordova CA 95670 USA INSURER D: Lloyd's Syndicate No. 2623 AA1128623 INSURER E: - INSURER F: COVERAGES CERTIFICATE NUMBER: 570060240340 REVISION NUMBER• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE. INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM:OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested TR TYPE OF WSURANCE NS AV POLICY NUMBER MMID W LIMITS X COMMERCIAL GENERAL LIABILITY TB.. } './ EACH OCCURRENCE S2,000.000 CU11M5•MADE a OCCUR - PREMISES tEa accmrencel S100,1000 WD EXP (Any one person) $5,000 - PERSONAL& ACV INJURY - $2,.000,000 GEt. I AGGREGATE LIMIT AP?LIES PER GENERAL AGGREGATE -" $4,000.00 PRO POLICY �JECT aLOC PRODUCTS. COMZOP AGG $4,000,000 OTHER :ER A AUTOMOBILE LIABILITY i A52-681-004145-725 08/3012015 08/30/2016 COMBINED SINGLE LIMIT e a enl $1,000,000 BODILY INJURY ( Per person) X ANY AUTO ALL O84NED SCHEDULED BODILY INJURY.�er atcidenri AUTOS AUTOS FIR DAMAGE X HIRED AUTOS X: NM -OWNED acciden C x UMBRELLA LIAs x accvR BE03308 983 08/30/2 015 08130/2016 EACH OCCURRENCE 510,0001 EXCESS LIAR CLALOIS -MADE AGGREGATE '$10,000`,000 DEQ X RETENTIONS10,000 - B AND WA— 80004145775 08/30/201 0 i3 / 1 OTH- X PTa EMPLOYERCOMPENSATION T ADS - T _ 51,.000,000 e ANYPROPR IETOR I PARTNER. I F,1ECUTIVE ry-I'ry� OFFICeRiMOASEREYCLUDED7 I'• IINIA WC7681004145785 08/30 /201548 /30 /2016'EL.EACHACC(oENi (Mandstoryin NK yyes.. IPTIOeunder WI E.L. DISEASE -EA EMPLOYEE- 51, 000, 000 E.L. DISEASE - POLICY LIMIT $1,000,000. 0 DESCRIPTION OF OPERATIONS below D E&O -PL- Primary QC1502675 08/31/2015 08/31/2016 Per 6 aim 5,000,000, Professional & Pollution Aggregate S51000,000i SIR applies per policy to s & condi ions DESCRIPTION OF OPERATIONS i LOCATIONS t VEHICLES (ACORD 101, Addilional Remarks Schedule, may tie attached : If more "space Is inquired) e . For Named insured only: Attn: Pam Warfiel'd, 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 and Non - Contributory to other insurance available to Additional insured, but only in accordance with the policy's ' Should General provisions. Liability, Automobile Liability, Professional Liability. and workers' Compensation policies be i cancelled before the expiration date thereof, the policy provisions will govern how notice of cancellation may.be delivered to ' certificate holders in accordance with the policy provisions. i CERTIFICATE HOLDER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE. CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Gilroy AUTHORCMD REPRESENTATIVE 7351 Rosanna Street Gilroy CA 95020 USA Jv. ``%` _ (01968 -2014 ACORD CORPORATION. AH rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORO c m d S 0 m 0 a �o a u~i O Z m V U 2122014000077000" ' Policy Number '1'12681004145715 Issued by Liberty Mutual Fire Insurance Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ ITCAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SECTION 11- WHO IS AN INSURED is amended to indude as an insured any person or organization for whom you have agreed in writing to provide liability Durance. But The insurance prodded by this amendment: 1. Applies only to 'bodily Injury' or'property damage' arising out of (a) 'your work' or (b) premises or other property awned by or rented to you: 2. Applies onlyto coverage and minimum limits of enstlrarce required by the written agreement, but in no evert exceeds either the scope of coverage or the limits of insurance provided by Ilia policy. and 3. Does not apply to any person or organization for whom you have procured separate liability insurance While such insurance Is in effect, regardless of whether the scope of coverage or limits of insurance ofthis policy exceed those of such otter insurance or whether such other insurance is vat and collectible. The following provisions also apply: 1. VYhere the applicable written agreement requires the insured to provide liability insurance on a primary, excess. contingent. or any other basis, this policy will apply solely on the basis required by such written agreemernt'and Item 4. Other Insurance of SECTION N of this policy will not apply. 2. Where the applicable wren 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 ury' or 'property damage' 6 any other additional insured endorsement on this poly applies to that person or organization with regard to the ` bodily injury' or 'property damage'. 4. If any 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. coat wnt, or any other basis forthat additional insured. this policy will apply solely on the basis required by such written agreement and Rem 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. d the applicable written agreement does not specify on what basis the I'rablIity insurance wig apply, the provisions of Item 4. Other Insurance of SECTION IV of this policy will govem. Issued to: City of Gilroy, its officers, officials and employees Design3ted Co,.tract or Project: As Needed D'anning and Environmental Services s L.N 20 0106 05 4 193201301417aa369 Policy Number: AS2- 681 -- 004145 -725 Issuedby: Liberty Mutual Fire Insurance Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED - NONCONTRIBUTING This endorsement modfies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIERS COVERAGE FORM' TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement the provisions of the Coverage Form apply unless mooed by this endorsement. This endorsement iden6Fies persan(s) or organization(s) who are "insureds" under the Whoa is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage form. Schedule Name of Persons) or Organizations(sl: City of Gilroy, its officers, officials and employees Regarding Designated Contract or Project: As Needed Planning and Environmental S¢rtiices Each person or organization shown or the Schedule of this endorsement is an "insured" for liability Coverage, but only to the extent that person or organization qualifies as an 'Insured" under the Who Is An insured Proven . contained in Section N of the Coverage Form. The following is added to the Other Insurance Condition: IF you have agreed in a written agreement that this polity Will be primary and without right of contrbution from any Trance in forte for an Addit�na! insured for Liability arising out of your operations, and the agreement was executed prior to the 'bodily injury' or `property damage'. then this insurance n be primary and we will not seek contribution from such insurance. AC 84 33 OB 11 ® 2010. Vberly Mutual Group of Companies. Ali rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.. with its permission. I9M013MOB0600869 Policy Number TB2681004145715 issued by LIBERTY MUTUAL FIRE INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARITIES This endorsement modifies insurance provided under thefoHowing: 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 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 icy 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 listed above, if any, before the cancellation beeonvess 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 ooverage is intended as a'coudesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. An other terns and conditions of this policy remain unchanged. LIM 99 0105 11 0 2011 Liberty Mutual Croup of Companies. AU rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.. with Its permission. 21820140000410109 Pocky Number. AS2- 531 - 004145 -725 Issued @Y: Liberty Mutual Pire insurance Co. THIS ENDORSENENT CHANGES THE POLICY. PLEASE READ IT cAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES This endorsement modfes Wince provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELRINSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE FART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTSICOMPLETED OPERATIONS LMILtTY COVERAGE PART LIQUOR LIABILITY COVERAGE PART Schedule Name of Other Person(s)/ Emall Address: Organization(s): 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 email as soon as practical after noffying the fist 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 notfication wit not e4end the policy cancellation date nor negate cancellation of the policy. AEI other terms and conditions of this policy remain unchanged LIM" 0!2 0811 O 2011. Liberty Mutual Group of Companies. All rights reserved. Page 1 of 1 Includes copyrighted material of In=mnce Services Office. Inc. with is permission. PoNcy NmIxer. QC1-NW5 "A Lim= AuTHoRrry To =uE cswrmms of vwRANcE E,NDoRsEPAENT In consideratim of the premium charged, it Is hereby understood and agreed as fdkwr. (1) Undenmiltefs authorize Aon the issues to Issue Corillficates of Insurance at the requed or direction of this Assured. it Is expressly understood and agreed fA subject to Paragraph (2) below, any Certificate of Insurance so - Issued shag not corder any rights upon the Certificate Holder, ovate any obligation an the part of On Underwriters, or purport to, or be construed to, alter, extend, modify. amend, or otherwise change the terms or conditions of this Policy In any manner whaftower- In the case of any coidIft betwwan the description of the terms and conditions of this Policy contained In any Certificate of Imurance an the one hand. and the terms and conditions of this Policy as set forth herein on the other, the terms and conditions of this Policy as set forth herein shag control. (2) No tending Paragraph (1) above, such CartillIcales all trun1=00 85 are authorbod under this endorsement may provide that in this event the Under cancel or non -renew this Policy or in the event of a Material Change to this Policy, thdonmiters shall mail written notice of such cancellation, notwenowal, or Material Vitange to such Cordlicale Holder 30 days prior to the effective dam of cancellation, nowerwall, or a Material Change, but 10 days prior to the efkK&v date of cancellaffim In the event the Assured has failed to pay a premium when due. The Awnued shag provide written notice to the Underwriters of all such Certificate Holders, If any, specified In each Cwd.fxzW of Insurance (1) at Inception of this Policy. no 90 days prior to expiration of ft Policy, and (01) Within 10 days of recalpt of a written request frorn Underwriters. Underwnters! obligation to mail notice of cancellation. rxuwewwW, or a Material Change as provided In Oft paragraph shag apply so* to those Certificate "*us with respect to whom the Assured has provided the foregoing written notice to the Undenwiters. (3) It Is ftWw understood and agreed that Underwiters' authorbstion of the Cerffmate Issuer under this endorsement Is Urnited solely to the Issuance of Certificates of hwurance and does not authorbw, empower, or appoint the Certificate Issuer to art as an agent for the Underwriters or bind do Undenwiters for any other purpose. - The Cerillicede Issuer shall be solely responsible fbr any errors or cons in connection with the prance ct any Cortificatoothm.ae pursuant taftendorsement. (4) As used In this endorsement M Cortillicate of Insurance means a document Issued for Informational purposes only as ewhi.ence of the existence and terms of this Policy In order to soft a contractual obligation of ft Assured. M Mmi 1 h Change means an endorsement to or amendment of this policy after Issuance of this Policy by the Underwriters that restricts the owerage afforded to the Assured. As other terms, clauses owd conditions remain unchanged. I 4k�A AID `�L""'dLtMM11502 Market Submission - Supplemented Page 38 of 66 cialwas Farm � Request for Taxpayer eFOB'tQ the Pwmhmm* n�201� Identification Number and Cer ification "�"�`' °° not eFrhelimsekr send to the IRS. N m m ms a: O �o 0 c �.5 0 c a FL m m sonown an your umcomeum rstu Baker international, Inc. c namoldisrogarded entity name, S C.tmedk appmpnam box frxfedeai tEm de K dmeck only one of the followug seven boxes oermkr entEws,(r��rt- traii+riduais� see Inmviduaysole proprldcir or ❑Q C Corporation [-IS corporation ❑ PXtrMft ❑ Tnat/esfatie knstrnrctbrs an page.3}:. single- memberttC ExernApeimepodepliuM ❑ Limited liability. oomparry. ErAa the tax m (� corporation, s=s Win, dip) ► Note. For a single member IlC first is d�reg� dad, do not check U.C: d !Ck the appm�ate b= in the & above tar ��! from FATCa raporfing It. tax dassificatlOn of the single - member earner. code (rf airy) 4 2729 Prospect Nark Drive, Suite 220 a city, slate, and ZP code Rancho Cordova, CA 95670 Enter your TIN in the appropriate box. The TIN provided must match the name given an One 1 to avoid backup withholding. For Individuals, this is generally your social security number(SSN). However, for a resident alien, sole proprietor, or disregarded entity. see the Part I instructions on page 3. For other entitim it is your employer identification number (EIM. If you do not have a number, see How to get a T1N on base 3. 3=, .or Under penalties of perjury, I certify that 1. The number shown on this form is my correct taxpayer identification number (or I am waking. for a number to be issued fo me); and 2. 1 ant not subject to backup withholding because: (a) I am exempt from backup withholding. or (b) I have not bow notified by the internal Revenue Service (EFTS) that 1 am subject to backup withholding as a result of a failure to report all interest or dividends, or (er) the IRS has notified me that 1 am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (dafared below); and 4. The FAT CA code(s) entered on this form Of any) indicating that 1 am exempt from FATCA reporting is correct Cerb'ficatfon 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 an your tax return. For read estate transactions. item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, conhibutions to an individual retirement arrangement , and generally, payments other than intent and dividends, you are not required to sign the certification, but you must provide your correct nN. See the instructions an owe 3 H� 1 u X J/ , Ax- Date. General Instructions Section references are to the Internal Revenue Code unkess; otherwise noted. Future developments Information about developments affecting Form W-9 (such as bgbWon enacted after we release M is at wwwira gov/Ad9. Purpose of Form An-Individual-or entity-Form-V" reques" who is required to file wi informeit return with the RS must obtain your," tar ,eyes tdentifiwtion nkmmber (f iM which maybe your socI s=wWrunber(SSMkm*AduWt=MwkknUdcaton number UK adoption taxpayer identification number (ATM or employer identificatlan number (Eft to report an an Information ndum the amount paid to you, or other amount reportable an an mformahm rohm 6mmpir s of Information rekars include, but are not iknHed to, the totlowiriF • Form 1099-M (Interest earned orpak!) • Form 1099 -CAM (dnridends, irnckidirp those from stodm or mutual fund .j • Form 1099 -1= (various types of kx ame. panes awards, or gross proceeds) Form 1099 -B (stack or merbal fund sales and eeotin o0rertramaetiors by bra • Form 1099-s (proceeds bom real estate tratMadiono • Form 1099-K (nmerdwd card and ihod pre network hansscliors) • Farm 1098 (home mortgage Interest).1 OWE (student loan interest),1098 -T MAD1 • Form 1099 -C (eanooled debt) • Form 1t>99 -A (acquisition orabandc"RoM of seaaedprq -W Use Form W-9 only if you are a US. parson (incur" a resident alien), to provide yourocrradTK Bynu.do rmttatran. Form -WA.to O>= ragrawh.9yo: H bm Jed .. to badprp.wl tfroh*x� sae Nflmt is backup wNftkffng? on page 2 By*ft the 11fied-okRforth, you: f. CerMy then fhe TIN you are gi&q is correct (or you are woftV fora number to be issredi 2 Cw* tut you are riot subject to tradmp withhoOldnS or S. Ci dm exemption from backup wWckft Kyou are a US._exwMA payee. If applicable. you are also eerdlyerg that as a U.S. person, your ab able share of any pa twmhip Income from a U.S. Dade orbusine s is not srb)ed to the witilhaldl 1@z on f *. partners' share of dbcW* wmiected kr=mk and 4. Certify that FATCA codes) entered on this tam (e wrA indicatiry t ud you are exempt tom ft FATCA repor&S soorted. See Herat Is FAMA reoortirW on page 2 forfurther inforratioa Cat No. 10231X Formal -9 POr.12 -2074)