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HomeMy Public PortalAboutSundial Reconstruction ProjectAGREEMENT BETWEEN OWNER AND CONTRACTOR FOR CONSTRUCTION CONTRACT (SUNDIAL RECONSTRUCTION PROJECT) THIS AGREEMENT, is by and between McCall Redevelopment Agency (hereinafter, "OWNER") and Mel Shields, LLC, (hereinafter, "Contractor"): NOW THEREFORE, the parties to this Contract, in consideration of the mutual covenants and stipulations set out, agree as follows: ARTICLE 1. CONTRACT DOCUMENTS The Contract Documents which comprise the entire agreement between the OWNER and the Contractor concerning the work to be performed are this Contract, pages one (1) through (4) and the following: 1. Bid Documents titled, Legacy Park Sundial Reconstruction Project, dated 3-3-11. 2. Standard General Conditions of the Construction Contract, 2010 ISPWC (Idaho Standards for Public Works Construction) Division 100 (not attached) (pages 1 to 52, inclusive). 3. Bid/Proposal of the Contractor, dated February 18, 2011, to be physically attached to this Contract; 4. The Construction Plans (4 sheets), dated 3- 3- II by OTAK, Inc.; 5. Performance and Payment Bonds and Insurance Certificates, to be physically attached to this Contract; 6. The following which may be delivered or issued on or after the Effective Date of the Agreement and are not attached hereto: a. Notice of Award b. Notice to Proceed. c. Written Amendments. d. Work Change Directives. e. Change Orders. 7. Addenda issued prior to opening of bids, to be physically attached to this contract; 8. WH-5 - Public Works Contract Report for Idaho State Tax Commission 9. W9 There are no Contract Documents other than those listed in Article 1. This Contract may only be amended by change order as provided in the General Conditions. ARTICLE 2. WORK The Contractor shall complete the entire work as specified, indicated and required under the Contract Documents. The Work is generally described as follows: Legacy Park Sundial Reconstruction Project. ARTICLE 3. ARCHITECT/ENGINEER, MCCALL PARKS AND RECREATION DIRECTOR 1.01 The project has been designed by Otak, Inc. (Architect/Engineer), which is to act as the OWNER's representative, assume all duties and responsibilities, and have the rights and authority assigned to "Engineer" in the Contract Documents in connection with the completion of the work in accordance with the Contract Documents and the General Conditions of the Idaho Standards for Public Works Construction (ISPWC). 1.02 The McCall Parks and Recreation Director (Director) will be the Owner's representative, along with the Engineer. The Director will serve as the "Project Manager" and approving agency for the project and serve a liaison between the Architect/Engineer and the OWNER. Page 1 of 4 ARTICLE 4. CONTRACT TIME/SUBSTANTIAL COMPLETION The Contractor shall begin work in conformance with the Contract Documents and shall complete the work prior to the date of completion. The project site will be available to the Contractor for project implementation when weather conditions permit during Spring 2011, and only after approval of the Parks and Recreation Director. The work to be performed pursuant to this Contract shall be substantially complete on or before May 315`, 2011 and ready for final payment in accordance with Paragraph 14.07 of the General Conditions on or before June 15th, 2011. Adjustment of the contract time can be made in accordance with the provisions of the Contract Documents as directed by the project Engineer/Architect, Director of Parks and Recreation, or the OWNER. ARTICLE 5. CONTRACT SUM The OWNER shall pay the Contractor for completion of the Work in accordance with the Contract Documents using current funds for the amount of SIXTY THOUSAND FOUR HUNDRED NINTY EIGHT DOLLARS ($60,498.00). ARTICLE 6. INDEPENDENT CONTRACTOR The parties warrant by their signature that no employer -employee relationship is established between the Contractor and the OWNER by the terms of this contract. It is understood by the parties hereto that the Contractor is an independent contractor and as such neither it nor its employees, agents, representatives or subcontractors, if any, are employees of the OWNER for purposes of tax, retirement system, or social security (FICA) withholding. ARTICLE 7. SCOPE OF SERVICES The Contractor shall perform all services required by the Contract Documents. All work shall be completed in accordance with the specifications and plans established for this project. ARTICLE 8. HOLD HARMLESS/INDEMNIFICATION In addition to other rights granted the OWNER by the Contract Documents, the Contractor shall indemnify and save harmless the Architect and the Owner, its officers and employees, from all suits, actions, or claims of any character brought because of any injuries or damages received or sustained by any person, persons, or property on account of the operations of the Contractor or his subcontractors; or on account of or in consequence of any neglect in safeguarding the work; or through use of unacceptable materials in constructing the work; or because of any act or omission, neglect, or misconduct of the Contractor or his subcontractors; or because of any claims or amounts recovered from any infringements of patent, trademark or copyright; or from any claims or amounts arising or recovered under the Workmen's Compensation Act or any other law, ordinance, order or decree. ARTICLE 9. CONFLICT OF INTEREST The Contractor covenants that it presently has no interest and will not acquire any interest, direct or indirect, in the project which would conflict in any manner or degree with the performance of its services hereunder. The Contractor further covenants that, in performing this Contract, it will employ no person who has any such interest. Should any conflict of interest arise during the performance of this Contract, Contractor shall immediately disclose such conflict to the Project Manager, Architect and the OWNER. ARTICLE 10. ENTIRE AGREEMENT, MODIFICATION AND ASSIGNABILITY This Contract and the exhibits hereto contain the entire agreement between the parties, and no statements, promises, or inducements made by either party, or agents of either party are valid or binding unless contained herein. This contract may not be enlarged, modified or altered except upon written agreement signed by the parties hereto. The Contractor may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder Page 2 of 4 other than as contemplated by the Contract Documents, without the prior written consent and express authorization of the OWNER. ARTICLE 11. ADHERENCE TO LAW REQUIRED All applicable local, state and federal statutes and regulations are hereby made a part of this contract and shall be adhered to at all times. Violation of any of these statutes or regulations by the Contractor shall be deemed material and shall subject the Contractor to termination of this contract for cause. No pleas of misunderstanding or ignorance on the part of the Contractor will in any way serve to modify the provisions of this requirement. The Contractor and his surety shall indemnify and save harmless the OWNER, the City of McCall and its employees, agents or representatives against any claim or liability arising from or based on the violation of any such laws, codes, ordinances, or regulations, whether by himself, his employees, or his subcontractors. ARTICLE 12. LEGAL FEES In the event either party incurs legal expenses to enforce the terms and conditions of this contract, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. ARTICLE 13. SPECIAL WARRANTY The Contractor warrants that nothing of monetary value has been given, promised or implied as remuneration or inducement to enter into this Contract. The Contractor further declares that no improper personal, political or social activities have been used or attempted in an effort to influence the outcome of the competition, discussion, or negotiation leading to the award of this Contract. Any such activity by the Contractor shall make this Contract null and void. ARTICLE 14. COMMUNICATIONS Such communications as are required by this contract shall be satisfied by mailing or by personal delivery to the parties at the following address: Contractor: N^\-•\�\c�S L-LC Q D�..ok ale �e�•r...���.��c1. �310\5 Owner: McCall Redevelopment Agency 216 E. Park Street McCall_, Idaho 83638 IN WITNESS WHEREOF, said Contractor and the OWNER or City have caused this Contract to be executed on the day and year first above written. Contractor: Owner: by: Rick Fereday, MRA Chairman ATTEST: f BessieJo Page 3 of 4 Approved As To Form: William F. Nichols, City Attorney ACKNOWLEDGMENT On this day of Mare.6 , 2010, before me, a Notary Public of the State of Idaho, personally ap eared k04,1Q. Shie.i -3 , in his official capacity as tzh-f-.a 66- known to me to be the erson described in the above document and acknowledged to me he executed the same. SEAL V TA ., '��`So M•..ti 04,11/441/4 y pvoTARY z pUBLAG O ''•,,q 7'E OF l.. Page 4 of 4 t40:4 NoPublic residi°r(g at (tom, My Commission expires o? ACKNOWLEDGMENT On this pally known to me to be the SEAL 4 \<?. �hsw».• Appmved As To Form: William F. Nichols, City Attorney da of __ , 2010, before me, a Notary Public of the State of Idaho, Skt , in his official opacity as Lo-k-4).‘, Y descn'bed in the above document and acknowledged to me he executed the same. �1 A_ N ublic resid�(g aty.#40617My Commission expires Page 4 of 4 CNA 3/1/2011 3:33:20 PM PAGE 3/006 Fax Server Western Surety Company POWER OF ATTORNEY - CERTIFIED COPY Bond No 71063289 Know All Men By These Presents, that WESTERN SURETY COMPANY, a corporation duly organized and existing under the laws of the State of South Dakota, and having its principal office in Sioux Falls, South Dakota (the "Company"), does by these presents make, constitute and appoint. Shea Linn Webster its true and lawful attorney(s)-in-fact, with full power and authority hereby conferred, to execute, acknowledge and deliver for and on its behalf as Surety, bonds for. Principal: Mel Sh_elds, LLC Obligee: City of Mc Call Amount: $500,000.00 and to bind the Company thereby as fully and to the same extent as if such bonds were signed by the Senior Vice President, sealed with the corporate seal of the Company and duly attested by its Secretary, hereby ratifying and confirming all that the said attomey(s)-in-fact may do within the above stated limitations. Said appointment is made trader and by authority of the following bylaw of Western Surety Company which remains in full force and effect. "Section 7. All bonds, politics, undertakings, Powers of Attorney or other obligations of the corporation shall be executed in the corporate name of the Company by the President, Secretary, any Assistant Secretary, Treasurer, or any Vice President or by such other officers as the Board of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint Attorneys in Fact or agents who shall have authority to issue bonds, policies, or undertakings in the name of the Company. The corporate seal is not necessary for the validity of any bonds, policies, umdertakings, Powers of Attorney or other obligations of the corporation. The signature of any such officer and the corporate seal may he printed by facsimile." All authority hereby conferred shall expire and terminate, without notice, unless used before midnight of 01 1 but until such time shall be irrevocable and in full force and effect. September 15 In Witness Whereof, Western Surety Company has caused these presents to be signed by its Senior Vice President, Paul T. Brunet; and its �eoka�;wlEt3o be affixed this 1 U t day of MA r Ch 2011 4 a c.J T��� �Q� �� ♦ � S�`PA 4Q, h ss COUNT'9d 9 } WEST.' R ►• SURECOMPANY Paul T. Bruflat/Senior Vice President On this 1:2 t day of March , in the year 2011 , before me, a notary public, personally appeared Paul T. Bruflat, who being to me duly sworn, acknowledged that he signed the above Power of Attorney as the aforesaid officer of WESTERN SURETY COMPANY and acknowledged said instrument to be the voluntary act and deed of said corporation. ♦14►titiu�r�wti..�rw� } s D. KRELLfat + NOTARY PUBLIC • SOUTH DAKOTA gti My Co▪ mmission Expires November 30, • 2012 I the undersigned officer of Western Surety Company, a stock corporation of the State of South Dakota, do hereby certify that the attached Power of Attorney is in full force and effect and is irrevocable, and furthermore, that Section 7 of the bylaws of the Company as set forth in the Power of Attorney is now in force. In testimony whereof, I have hereunto set my hand and seal of Western Surety Company this March 2011 Form F5306-9-2006 ary Public - South Dakota 1st day of WEST ' R SURE GY COMPANY Paul T. Bruflat/Senior Vice President CNA 3/1/2011 3:33:20 PM PAGE 4/006 Fax Server ‘Ti Western Surety Company PERFORMANCE BOND Bond Number: 71063209 KNOW ALL PERSONS BY THESE PRESENTS, That we Mel Shields, LLC 125 Jughandle Dr., Mc Call, ID 83638 referred to as the Principal, and as Surety, are held and firmly bound unto Ci =Y Western Surety Company of , hereinafter of Mc Call Of 216 E. Park St., Mc Call, ID 83638 , hereinafter referred to as the Obligee, in the sum of Sixty Thousand Four Hundred Ninety -Eight and 00/100 Dollars ($ 60,498.00 ) for the payment of which we bind ourselves, our legal representatives, successors and assigns, jointly and severally; firmly by these presents. WHEREAS, Principal has entered into a contract with Obligee, dated the day of ,forTc,gacv Park Sian Dial R•^ccartruction Projrct NOW, THEREFORE, if the Principal shall faithfully perform such contract or shall indemnify and save harmless the Obligee from all cost and damage by reason of Principal's failure so to do, then this obligation shall be null and void; otherwise it shall remain in full force and effect. ANY PROCEEDING, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond, whichever occurs first. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. NO RIGHT OF ACTION shall accrue on this Bond to or for the use of any person or corporation other than the Obligee named herein or the heirs, executors, administrators or successors of the Obligee. SIGNED, SEALED AND DATED this Form F4597 2011 . �t day of March Mel Shields, LLC Seal, �, " ' ebs ter Attorney -in -Fact CNA 3/1/2011 3:33:20 PM PAGE 5/006 Fax Server ool Western Surety Company PAYMENT BOND Bond Number: 71063289 KNOW ALL PERSONS BY THESE PRESENTS, That we Mel Shields, LLC 17` Jughandle Dr., Mr. Call, TD 83638 referred to as the Principal, and Western Surety Company as Surety, are held and firmly bound unto city of Mr_. Call of , hereinafter Of 216 E. Park St., Mc Call, ID 83638 , hereinafter referred to as the Obligee, in the sum of sixty Thousand Four Hundred Ninety -Eight a.nd 00/100 Dollars ($ 60, 498. 00 ) for the payment of which we bind ourselves, our legal representatives, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Principal has entered into a contract with Obligee, dated day of ,for Legacy Park Sun Dial Reconstruction Project copy of which contract is by reference made a part hereof. NOW, THEREFORE, if Principal shall, in accordance with applicable Statutes, promptly make payment to all persons supplying labor and material in the prosecution of the work provided for in said contract, and any and all duly authorized modifications of said contract that may hereafter be made, notice of which modifications to Surety being waived, then this obligation to be void; otherwise to remain in full force and effect. No suit or action shall be commenced hereunder (a) After the expiration of one (1) year following the date on which Principal ceased work on said contract it being understood, however, that if any limitation embodied in this bond is prohibited by any law controlling the construction hereof such limitation shall be deemed to be amended so as to be equal to the minimum period of limitation permitted by such law. (b) Other than in a state court of competent jurisdiction in and for the county or other political subdivision of the state in which the project, or any part thereof, is situated, or in the United States District Court for the district in which the project, or any part thereof, is situated, and not elsewhere. The amount of this bond shall be reduced by and to the extent of any payment or payments made in good faith hereunder. SIGNED, SEALED AND DATED this =st day of March 201_ Mel Shields LLC (Seal) Shea Linn Webster Attorney -in -Fact CNA 3/1/2011 3:33:20 PM PAGE 6/006 Fax Server ACKNOWLEDGMENT OF SURETY STATE OF Idaho (Attorney -in -Fact) Bond No 710E3289 COUNTY OF Ada ss On this ‘72 day of /2/.:1 rC% J , before me, a notary public in and for said County, personally appeared Shea Linn Webster to me personally known and being by me duly sworn, did say, that he is the Attorney -in -Fact of WESTERN SURETY COMPANY, a corporation of Sioux Falls, South Dakota, created, organized and existing under and by virtue of the laws of the State of South Dakota, that the said instrument was executed on behalf of the said corporation by authority of its Board of Directors and that the said Shea Linn Webster acknowledges said instrument to be the free act and deed of said corporation and that he has authority to sign said instrument without affixing the corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto subscribed any name and affixed my official seal at Boise Idazo , the day and year last above written. My commission expires _ i Form 106-4-2000 je./.1 44/ Notary Public ACKNOWLEDGMENT OF SURETY STATE OF IDAHO ) )ss COUNTY OF VALLEY ) Bond No. 71063289 On this 4th day of March, 2011 before me, Aana L. Vannoy, a notary public in and for the State of Idaho, personally appeared Mel Shields, known or identified to me to be the person whose name is subs; ribed to therwithiinstrument and acknowledged to me that he executed the same. uCt h h Notary Public or Idaho My commission expires: 7/10/ 1 Residing at McCall, ID AANA L. VANNOY NOTARY PUBLIC STATE OF IDAHO CITY OF MCCALL PUBLIC WORKS NOTICE OF AWARD February 24, 2011 Mel Shields, LLC P.O. Box 96 Donnelly, Idaho 83615 RE: Sundial Reconstruction Project The OWNER (McCall Redevelopment Agency) has considered the BID submitted by you for the above described WORK, and you are hereby notified that your ALTERNATIVE BID has been accepted for items in the amount of $60,498.00. You are required by the Information for Bidders to execute the Agreement and furnish the following: • Bid/Proposal of the Contractor, dated February 18, 2011; • Performance and Payment Bonds and Insurance Certificates; • IRS form W-9; • Proof of current Idaho Public Works License appropriate for the work identified in the Contract; • WH-5 Public Works Contract Report; (Some of these items may have been provided with the completed Bid/Proposal) If you fail to execute said Agreement and to furnish said documents, within ten (10) business days from the date of this Notice, said OWNER will be entitled to consider all your rights arising out of the OWNER'S acceptance of your BID as abandon. The OWNER will be entitled to such rights as may be granted by law. 216 East Park Street • McCall, Idaho 83638 • (208) 634-5580 • Fax (208) 634-8990 CITY OF MCCALL PUBLIC WORKS Page 2 Notice of Award You are required to return an acknowledged copy of this NOTICE OF AWARD to the OWNER. Dated this 24th day of February, 2011. City of McCall Owner By: Title: Project Manager/Engineer ACCEPTANCE OF NOTICE Receipt of the above NOTICE OF AWARD is hereby acknowledged by: iv\pA as � � } �vn,this �' day of (Arc, rc, ! , 2011. By: Ai(A. Title: LAD (l�.� (please sign the Acceptance of Notice and fax to 208-634-4170 or e-mail to nstewart@mccall. id. us) 216 East Park Street . McCall, Idaho 83638 . (208) 634-5580 . Fax (208) 634-8990 J�rt sLiet5 f 5.02 BID SCHEDULE Bid Proposal Form Sundial Stage at Legacy Park Bid Items BASIC BID BID . ITEM SPEC. REF. I nmi DESCRIPTION QUAD TITY UNIT ` UNIT . ` PRICE TOTAL AMOUNT 1 201.4.1.C.1 Removal of Obstructions 1 IS $ Z7_40 $ � $ ZZed $ 4tsed 2 202-43.C.1 Excavation (Sundial Stage) 60 SY 3 207.4.1.E.1 Revetment, for Wall Footing 50 CY $ e�G7 $ iyL — $ j 33(�j $ r-Gg0 $ (Ze� $ G35o $ I ( W 4 207.4.1F.1 Install Landscape Boulder 18 EA 5 703.4.13.1 Reinforced Concrete Retaining Wall 10 CY 6 707.4.2.A.1 Concrete Unit Paver Stage 700 SF p „� 7 707.43.A.1 Re -lay Existing Concrete Unit Paved Walkway 165 SF $ f (e; (.5� 8 801.4.1.A.1 Drain Rock 3-inch Uncrushed Aerate Base 13 CY '535 $ I /5(6 &le> $ 4g4) 9 1001.4.1.A.1 Sediment Control 1 LS 10 2010.4.1.A.1 Mobilization 1 LS $ /g000 is q $ /7GC1, E i$ 9Se 11 2060.4.1.A.1 Granite Paver Sundial 1 LS 12 2060.4.1.B.1 Granite Paver Number 13 EA C ; �� 13 2070.4.1.A.1 Relocate Electrical Outlets 2 IS BASE BID (Sum of Bid Items 1 through 14) Total (Figures) _ $ �C (�/ Ge,3 Total (Words): Si,rTy FkAg /NOUsi1/4/40 /14Reig. IJOCLARA Bid Items ALTERNATE BID BID�M' 3PEC4 BEF ITEMDIAPRIV1 .. o.. •.. • _ .. ., QUAN x'I'I'Y'=. 1Nr. UNIT ' _P.•.... TOO AL •.AMOUNT' 11A 2060.4.1.C.1 Alternate Sundial (Refer to sheet 1 of Plans and Special Provisions ff iti for Description) 1 LS i !t 1 i i 4/95 Alternate Bid Total (Sum of Bid Items 1 through 10, plus Items 11A,12, and 13) Total (Figures) = 66/ 1'9g Total (Words • .� / / 11 /VT i i ��4U SAM:) rovtt 110/ UJRL D Al t o ery et If/ i Legacy Park Sundial Reconstruction Project 7 REV. 2/2/11 Form W-9 (Rev. 11-2005) Page 3 Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. Exempt payees. Backup withholding is not required on any payments made to the following payees: 1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2), 2. The United States or any of its agencies or instrumentalities, 3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities, 4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or 5. An international organization or any of its agencies or instrumentalities. Other payees that may be exempt from backup withholding include: 6. A corporation, 7. A foreign central bank of issue, 8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States, 9. A futures commission merchant registered with the Commodity Futures Trading Commission, 10. A real estate investment trust, 11. An entity registered at all times during the tax year under the Investment Company Act of 1940, 12. A common trust fund operated by a bank under section 584(a), 13. A financial institution, 14. A middleman known in the investment community as a nominee or custodian, or 15. A trust exempt from tax under section 664 or described in section 4947. The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15. IF the payment is for ... THEN the payment Is exempt for... Interest and dividend payments All exempt recipients except for 9 Broker transactions Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker Barter exchange transactions and patronage dividends Exempt recipients 1 through 5 Payments over $600 required to be reported and direct sales over $5,000 ' Generally, exempt recipients 1 through 7 'See Form 1099-MISC, Miscellaneous Income, and its instructions. 'However, the following payments made to a corporation (including gross proceeds paid to an attomey under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees; and payments for services paid by a federal executive agency. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, (Iour TIN is your IRS individual taxpayer identification number TIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single -owner LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter your SSN (or EIN, if you have one). If the LLC is a corporation, partnership, etc., enter the entity's EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.socialsecurity.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer ID Numbers under Related Topics. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Writing "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8. Form W-9 (Rev. 11-2005) Page 4 Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt recipients, see Exempt From Backup Withholding on page 2. Signature requirements. Complete the certification as indicated in 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. 3 What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual 2. Two or more individuals (joint account) 3. Custodian account of a minor (Uniform Gift to Minors Act) 4. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law 5. Sole proprietorship or single -owner LLC The individual The actual owner of the account or, if combined funds, the first individual on the account' The minor 2 The grantor -trustee' The actual owner' The owner 3 For this type of account: Give name and EIN of: 6. Sole proprietorship or single -owner LLC 7. A valid trust, estate, or pension trust 8. Corporate or LLC electing corporate status on Form 8832 9. Association, club, religious, charitable, educational, or other tax-exempt organization 10. Partnership or multi -member LLC 11. A broker or registered nominee 12. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments The owner 3 Legal entity 4 The corporation The organization The partnership The broker or nominee The public entity 'List first and circle the name of the person whose number you fumish. If only one person on a joint account has an SSN, that person's number must be furnished. Circle the minor's name and furnish the minor's SSN. You must show your individual name and you may also enter your business or "DBA" name on the second name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, IRS encourages you to use your SSN. List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules regarding partnerships on page 1. Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.