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AGREEMENT FOR
PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this 29 day of
October, 2025, by and between the City of Rancho Cucamonga, a municipal
corporation (“City”) and Audio Description Los Angeles, a California Corporation
(“Contractor”).
RECITALS
A. City has heretofore issued its request for proposals to perform the
following services: Interpreting services for performances at the Lewis Family Playhouse
(“the Project”).
B. Contractor has submitted a proposal to perform the services described in
Recital “A”, above, necessary to complete the Project.
C. City desires to engage Contractor to complete the Project in the manner set
forth and more fully described herein.
D. Contractor represents that it is fully qualified and licensed under the laws of
the State of California to perform the services contemplated by this Agreement in a good
and professional manner.
AGREEMENT
NOW, THEREFORE, in consideration of performance by the parties of the mutual
promises, covenants, and conditions herein contained, the parties hereto agree as follows:
1. Contractor’s Services.
1.1 Scope and Level of Services. Subject to the terms and conditions
set forth in this Agreement, City hereby engages Contractor to perform all services
described in Recitals “A” and “B” above, including, but not limited to historian support
services, all as more fully set forth in the Contractor’s proposal, dated September 1, 2025
and entitled “Scope of Work”, attached hereto as Exhibit “A”, and incorporated by
reference herein. The nature, scope, and level of the services required to be performed by
Contractor are set forth in the Scope of Work and are referred to herein as “the Services.”
In the event of any inconsistencies between the Scope of Work and this Agreement, the
terms and provisions of this Agreement shall control.
1.2 Revisions to Scope of Work. Upon request of the City the
Contractor will promptly meet with City staff to discuss any revisions to the Project desired
by the City. Contractor agrees that the Scope of Work may be amended based upon said
meetings, and, by amendment to this Agreement, the parties may agree on a revision or
revisions to Contractor’s compensation based thereon. A revision pursuant to this Section
that does not increase the total cost payable to Contractor by more than ten percent (10%)
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of the total compensation specified in Section 3, may be approved in writing by City’s
Manager without amendment.
1.3 Time for Performance. Contractor shall perform all services under
this Agreement in a timely, regular basis consistent with industry standards for professional
skill and care, and in accordance with any schedule of performance set forth in the Scope
of Work, or as set forth in a “Schedule of Performance”, if such Schedule is attached hereto
as Exhibit “A”.
1.4 Standard of Care. As a material inducement to City to enter into this
Agreement, Contractor hereby represents that it has the experience necessary to undertake
the services to be provided. In light of such status and experience, Contractor hereby
covenants that it shall follow the customary professional standards in performing the
Services.
1.5 Familiarity with Services. By executing this Agreement, Contractor
represents that, to the extent required by the standard of practice, Contractor (a) has
investigated and considered the scope of services to be performed, (b) has carefully
considered how the services should be performed, and (c) understands the facilities,
difficulties and restrictions attending performance of the services under this Agreement.
Contractor represents that Contractor, to the extent required by the standard of practice,
has investigated any areas of work, as applicable, and is reasonably acquainted with the
conditions therein. Should Contractor discover any latent or unknown conditions, which
will materially affect the performance of services, Contractor shall immediately inform
City of such fact and shall not proceed except at Contractor’s risk until written instructions
are received from the City Representative.
2. Term of Agreement. The term of this Agreement shall be one (1) year with
the option to renew in one (1) year increments for one (1) year. This agreement shall
become effective as of the date of the mutual execution by way of both parties signature
(the “Effective Date”). No work shall be conducted; service or goods will not be provided
until this Agreement has been executed and requirements have been fulfilled.
3. Compensation.
3.1 Compensation. City shall compensate Contractor as set forth in
Exhibit A, provided, however, that full, total and complete amount payable to Contractor
shall not exceed $4,800.00 (four thousand, eight hundred dollars), including all out of
pocket expenses, unless additional compensation is approved by the City Manager or City
Council. City shall not withhold any federal, state or other taxes, or other deductions.
However, City shall withhold not more than ten percent (10%) of any invoice amount
pending receipt of any deliverables reflected in such invoice. Under no circumstance shall
Contractor be entitled to compensation for services not yet satisfactorily performed.
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The parties further agree that compensation may be adjusted in accordance
with Section 1.2 to reflect subsequent changes to the Scope of Services. City shall
compensate Contractor for any authorized extra services as set forth in Exhibit A.
4. Method of Payment.
4.1 Invoices. Contractor shall submit to City monthly invoices for the
Services performed pursuant to this Agreement. The invoices shall describe in detail the
Services rendered during the period and shall separately describe any authorized extra
services. Any invoice claiming compensation for extra services shall include appropriate
documentation of prior authorization of such services. All invoices shall be remitted to the
City of Rancho Cucamonga, California.
4.2 City shall review such invoices and notify Contractor in writing
within ten (10) business days of any disputed amounts.
4.3 City shall pay all undisputed portions of the invoice within thirty
(30) calendar days after receipt of the invoice up to the not-to-exceed amounts set forth in
Section 3.
4.4 All records, invoices, time cards, cost control sheets and other
records maintained by Contractor relating to services hereunder shall be available for
review and audit by the City.
5. Representatives.
5.1 City Representative. For the purposes of this Agreement, the
contract administrator and City representative shall be the Building Official, or such other
person as designated in writing by the City (“City Representative”). It shall be Contractor’s
responsibility to assure that the City Representative is kept informed of the progress of the
performance of the services, and Contractor shall refer any decisions that must be made by
City to the City Representative. Unless otherwise specified herein, any approval of City
required hereunder shall mean the approval of the City Representative.
5.2 Contractor Representative. For the purposes of this Agreement,
Deborah Lewis, President is hereby designated as the principal and representative of
Contractor authorized to act in its behalf with respect to the services specified herein and
make all decisions in connection therewith (“Contractor’s Representative”). It is expressly
understood that the experience, knowledge, capability and reputation of the Contractor’s
Representative were a substantial inducement for City to enter into this Agreement.
Therefore, the Contractor’s Representative shall be responsible during the term of this
Agreement for directing all activities of Contractor and devoting sufficient time to
personally supervise the services hereunder. Contractor may not change the Responsible
Principal without the prior written approval of City.
6. Contractor’s Personnel.
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6.1 All Services shall be performed by Contractor or under Contractor’s
direct supervision, and all personnel shall possess the qualifications, permits, and licenses
required by State and local law to perform such Services, including, without limitation, a
City business license as required by the City’s Municipal Code.
6.2 Contractor shall be solely responsible for the satisfactory work
performance of all personnel engaged in performing the Services and compliance with the
standard of care set forth in Section 1.4.
6.3 Contractor shall be responsible for payment of all employees’ and
subcontractors’ wages and benefits, and shall comply with all requirements pertaining to
employer’s liability, workers’ compensation, unemployment insurance, and Social
Security. By its execution of this Agreement, Contractor certifies that it is aware of the
provisions of Section 3700 of the California Labor Code that require every employer to be
insured against liability for Worker's Compensation or to undertake self-insurance in
accordance with the provisions of that Code, and agrees to comply with such provisions
before commencing the performance of the Services.
6.4 Contractor shall indemnify, defend and hold harmless City and its
elected officials, officers and employees, servants, designated volunteers, and agents
serving as independent contractors in the role of City officials, from any and all liability,
damages, claims, costs and expenses of any nature to the extent arising from Contractor’s
violations of personnel practices and/or any violation of the California Labor Code. City
shall have the right to offset against the amount of any fees due to Contractor under this
Agreement any amount due to City from Contractor as a result of Contractor’s failure to
promptly pay to City any reimbursement or indemnification arising under this Section 6.
7. Ownership of Work Product.
7.1 Ownership. All documents, ideas, concepts, electronic files,
drawings, photographs and any and all other writings, including drafts thereof, prepared,
created or provided by Contractor in the course of performing the Services, including any
and all intellectual and proprietary rights arising from the creation of the same (collectively,
“Work Product”), are considered to be “works made for hire” for the benefit of the City.
Upon payment being made, and provided Contractor is not in breach of this Agreement, all
Work Product shall be and remain the property of City without restriction or limitation
upon its use or dissemination by City. Basic survey notes, sketches, charts, computations
and similar data prepared or obtained by Contractor under this Agreement shall, upon
request, be made available to City. None of the Work Product shall be the subject of any
common law or statutory copyright or copyright application by Contractor. In the event of
the return of any of the Work Product to Contractor or its representative, Contractor shall
be responsible for its safe return to City. Under no circumstances shall Contractor fail to
deliver any draft or final designs, plans, drawings, reports or specifications to City upon
written demand by City for their delivery, notwithstanding any disputes between
Contractor and City concerning payment, performance of the contract, or otherwise. This
covenant shall survive the termination of this Agreement. City’s reuse of the Work Product
for any purpose other than the Project, shall be at City’s sole risk.
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7.2. Assignment of Intellectual Property Interests: Upon execution of
this Agreement and to the extent not otherwise conveyed to City by Section 7.1, above,
the Contractor shall be deemed to grant and assign to City , and shall require all of its
subcontractors to assign to City , all ownership rights, and all common law and statutory
copyrights, trademarks, and other intellectual and proprietary property rights relating to the
Work Product and the Project itself, and Contractor shall disclaim and retain no rights
whatsoever as to any of the Work Product, to the maximum extent permitted by law. City
shall be entitled to utilize the Work Product for any and all purposes, including but not
limited to constructing, using, maintaining, altering, adding to, restoring, rebuilding and
publicizing the Project or any aspect of the Project.
7.3 Title to Intellectual Property. Contractor warrants and represents
that it has secured all necessary licenses, consents or approvals to use any instrumentality,
thing or component as to which any intellectual property right exists, including computer
software, used in the rendering of the Services and the production of the Work Product
and/or materials produced under this Agreement, and that City has full legal title to and the
right to reproduce any of the Work Product. Contractor shall defend, indemnify and hold
City, and its elected officials, officers, employees, servants, attorneys, designated
volunteers, and agents serving as independent contractors in the role of City officials,
harmless from any loss, claim or liability in any way related to a claim that City’s use is
violating federal, state or local laws, or any contractual provisions, relating to trade names,
licenses, franchises, patents or other means of protecting intellectual property rights and/or
interests in products or inventions. Contractor shall bear all costs arising from the use of
patented, copyrighted, trade secret or trademarked documents, materials, software,
equipment, devices or processes used or incorporated in the Services and materials
produced under this Agreement. In the event City’s use of any of the Work Product is held
to constitute an infringement and any use thereof is enjoined, Contractor, at its expense,
shall: (a) secure for City the right to continue using the Work Product by suspension of
any injunction or by procuring a license or licenses for City; or (b) modify the Work
Product so that it becomes non-infringing. This covenant shall survive the termination of
this Agreement.
8. Status as Independent Contractor. Contractor is, and shall at all times
remain as to City, a wholly independent contractor. Contractor shall have no power to
incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of City.
Neither City nor any of its agents shall have control over the conduct of Contractor or any
of Contractor’s employees, except as set forth in this Agreement. Contractor shall not, at
any time, or in any manner, represent that it or any of its officers, agents or employees are
in any manner employees of City. Contractor shall pay all required taxes on amounts paid
to Contractor under this Agreement, and to defend, indemnify and hold City harmless from
any and all taxes, assessments, penalties, and interest asserted against City by reason of the
independent contractor relationship created by this Agreement. Contractor shall fully
comply with the workers’ compensation law regarding Contractor and Contractor’s
employees
9. Confidentiality. Contractor may have access to financial, accounting,
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statistical, and personnel data of individuals and City employees. Contractor covenants
that all data, documents, discussion, or other information developed or received by
Contractor or provided for performance of this Agreement are confidential and shall not be
disclosed by Contractor without prior written authorization by City. City shall grant such
authorization if applicable law requires disclosure. All City data shall be returned to City
upon the termination of this Agreement. Contractor’s covenant under this Section shall
survive the termination of this Agreement. This provision shall not apply to information in
whatever form that is in the public domain, nor shall it restrict the Contractor from giving
notices required by law or complying with an order to provide information or data when
such an order is issued by a court, administrative agency or other legitimate authority, or if
disclosure is otherwise permitted by law and reasonably necessary for the Contractor to
defend itself from any legal action or claim.
10. Conflict of Interest.
10.1 Contractor covenants that it presently has no interest and shall not
acquire any interest, direct or indirect, which may be affected by the Services, or which
would conflict in any manner with the performance of the Services. Contractor further
covenants that, in performance of this Agreement, no person having any such interest shall
be employed by it. Furthermore, Contractor shall avoid the appearance of having any
interest, which would conflict in any manner with the performance of the Services.
Contractor shall not accept any employment or representation during the term of this
Agreement which is or may likely make Contractor “financially interested” (as provided
in California Government Code §§1090 and 87100) in any decision made by City on any
matter in connection with which Contractor has been retained.
10.2 Contractor further represents that it has not employed or retained
any person or entity, other than a bona fide employee working exclusively for Contractor,
to solicit or obtain this Agreement. Contractor has not paid or agreed to pay any person or
entity, other than a bona fide employee working exclusively for Contractor, any fee,
commission, gift, percentage, or any other consideration contingent upon the execution of
this Agreement. Upon any breach or violation of this warranty, City shall have the right,
at its sole and absolute discretion, to terminate this Agreement without further liability, or
to deduct from any sums payable to Contractor hereunder the full amount or value of any
such fee, commission, percentage or gift.
10.3 Contractor has no knowledge that any officer or employee of City
has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise,
in this transaction or in the business of Contractor, and that if any such interest comes to
the knowledge of Contractor at any time during the term of this Agreement, Contractor
shall immediately make a complete, written disclosure of such interest to City, even if such
interest would not be deemed a prohibited “conflict of interest” under appli cable laws as
described in subsection 10.1.
11. Indemnification.
11.1 To the maximum extent permitted by law, the Contractor shall defend,
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indemnify and hold the City, and its elected officials, officers, employees, servants,
volunteers, and agents serving as independent contractors in the role of City officials,
(collectively, “Indemnitees”),free and harmless with respect to any and all damages,
liabilities, losses, reasonable defense costs or expenses (collectively, “Claims”), including
but not limited to Claims relating to death or injury to any person and injury to any property,
which arise out of, pertain to, or relate to the acts, omissions, activities or operations of
Contractor or any of its officers, employees, subcontractors, Contractors, or agents in the
performance of this Agreement. Contractor shall defend Indemnitees in any action or
actions filed in connection with any such Claims with counsel of City’s choice, and shall
pay all costs and expenses, including actual attorney’s fees and experts’ costs incurred in
connection with such defense. The indemnification obligation herein shall not in any way
be limited by the insurance obligations contained in this Agreement provided, however,
that the Contractor shall have no obligation to indemnify for Claims arising out of the sole
negligence or willful misconduct of any of the Indemnitees.
11.2 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any
rights that they may possess against Contractor because of the acceptance by City, or the
deposit with City, of any insurance policy or certificate required pursuant to this
Agreement.
11.3 Waiver of Right of Subrogation. Except as otherwise expressly
provided in this Agreement, Contractor, on behalf of itself and all parties claiming under
or through it, hereby waives all rights of subrogation against the Indemnitees, while acting
within the scope of their duties, from all claims, losses and liabilities arising out of or
incident to activities or operations performed by or on behalf of the Contractor.
11.4 Survival. The provisions of this Section 11 shall survive the
termination of the Agreement and are in addition to any other rights or remedies which
Indemnitees may have under the law. Payment is not required as a condition precedent to
an Indemnitee’s right to recover under this indemnity provision, and an entry of judgment
against Contractor shall be conclusive in favor of the Indemnitee’s right to recover under
this indemnity provision.
12. Insurance.
12.1 Liability Insurance. Contractor shall procure and maintain in full
force and effect for the duration of this Agreement, insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the
performance of the services hereunder by Contractor, and/or its agents, representatives,
employees or subcontractors.
12.2 Minimum Scope of Insurance. Unless otherwise approved by City,
coverage shall be at least as broad as:
(1) Insurance Services Office Commercial General Liability
coverage (occurrence form CG 0001).
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(2) Insurance Services Office form number CA 0001 (Ed. 1/87)
covering Automobile Liability, code 1 (any auto).
(3) Worker’s Compensation insurance as required by the State
of California, and Employer’s Liability Insurance.
12.3 Minimum Limits of Insurance. Contractor shall maintain limits no
less than:
(1) Commercial General Liability: $2,000,000 per occurrence
for bodily injury, personal injury and property damage.
Commercial General Liability Insurance or other form with
a general aggregate limit shall apply separately to this
Agreement or the general limit shall be twice the required
occurrence limit.
(2) Automobile Liability: $1,000,000 per accident for bodily
injury and property damage.
(3) Employer’s Liability: $1,000,000 per accident and in the
aggregate for bodily injury or disease and Workers’
Compensation Insurance in the amount required by law.
(4) The Insurance obligations under this Agreement shall be the
greater of (i) the Insurance coverages and limits carried by
the Contractor; or (ii) the minimum Insurance coverages and
limits shown in this Agreement. Any insurance proceeds in
excess of the specified limits and coverage required which
are applicable to a given loss, shall be available to the City.
No representation is made that the minimum Insurance
requirements of this Agreement are sufficient to cover the
obligations of the Contractor under this agreement.
12.4 Deductibles and Self-Insured Retentions. Any deductibles or self-
insured retentions must be declared to and approved by the City and shall
not reduce the limits of coverage. City reserves the right to obtain a full
certified copy of any required insurance policy and endorsements.
12.5 Other Insurance Provisions.
(1) The commercial general liability and automobile liability
policies are to contain the following provisions on a separate
additionally insured endorsement naming the City, its
officers, officials, employees, designated volunteers and
agents serving as independent contractors in the role of City
officials, as additional insureds as respects: liability arising
out of activities performed by or on behalf of Contractor;
products and completed operations of Contractor; premises
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owned, occupied or used by Contractor; and/or automobiles
owned, leased, hired or borrowed by Contractor. The
coverage shall contain no limitations on the scope of
protection afforded to City, its officers, officials, employees,
designated volunteers or agents serving as independent
contractors in the role of City officials which are not also
limitations applicable to the named insured.
(2) For any claims related to this Agreement, Contractor’s
insurance coverage shall be primary insurance as respects
City, its officers, officials, employees, designated volunteers
and agents serving as independent contractors in the role of
City officials. Any insurance or self-insurance maintained
by City, its officers, officials, employees, designated
volunteers or agents serving as independent contractors in
the role of City officials shall be in excess of Contractor’s
insurance and shall not contribu te with it.
(3) Contractor’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with
respect to the limits of the insurer’s liability.
(4) Contractor shall provide immediate written notice if (1) any
of the required insurance policies is terminated; (2) the limits
of any of the required polices are reduced; (3) or the
deductible or self insured retention is increased. In the event
of any cancellation or reduction in coverage or limits of any
insurance, Contractor shall forthwith obtain and submit
proof of substitute insurance. Should Contractor fail to
immediately procure other insurance, as specified, to
substitute for any canceled policy, the City may procure such
insurance at Contractor’s sole cost and expense.
(5) Each insurance policy required by this clause shall expressly
waive the insurer’s right of subrogation against City, its
elected officials, officers, employees, servants, attorneys,
designated volunteers, and agents serving as independent
contractors in the role of City officials.
(6) Each policy shall be issued by an insurance company
approved in writing by City, which is admitted and licensed
to do business in the State of California and which is rated
A:VII or better according to the most recent A.M. Best Co.
Rating Guide.
(7) Each policy shall specify that any failure to comply with
reporting or other provisions of the required policy,
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including breaches of warranty, shall not affect the coverage
required to be provided.
(8) Each policy shall specify that any and all costs of adjusting
and/or defending any claim against any insured, including
court costs and attorneys' fees, shall be paid in addition to
and shall not deplete any policy limits.
(9) Contractor shall provide any and all other insurance,
endorsements, or exclusions as required by the City in any
request for proposals applicable to this Agreement.
12.6 Evidence of coverage. Prior to commencing performance under this
Agreement, the Contractor shall furnish the City with certificates and original
endorsements, or copies of each required policy, effecting and evidencing the insurance
coverage required by this Agreement including (1) Additional Insured Endorsement(s), (2)
Worker’s Compensation waiver of subrogation endorsement, and (3) General liability
declarations or endorsement page listing all policy endorsements. The endorsements shall
be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All
endorsements or policies shall be received and approved by the City before Contractor
commences performance. If performance of this Agreement shall extend beyond one year,
Contractor shall provide City with the required policies or endorsements evidencing
renewal of the required policies of insurance prior to the expiration of any required policies
of insurance.
12.7 Contractor agrees to include in all contracts with all subcontractors
performing work pursuant to this Agreement, the same requirements and provisions of this
Agreement including the indemnity and insurance requirements to the extent they apply to
the scope of any such subcontractor’s work. Contractor shall require its subcontractors to
be bound to Contractor and City in the same manner and to the same extent as Contractor
is bound to City pursuant to this Agreement, and to require each of its subcontractors to
include these same provisions in its contract with any sub-subcontractor.
13. Cooperation. In the event any claim or action is brought against City
relating to Contractor’s performance or services rendered under this Agreement, Contractor
shall render any reasonable assistance and cooperation that City might require. City shall
compensate Contractor for any litigation support services in an amount to be agreed upon
by the parties.
14. Termination. City shall have the right to terminate this Agreement at any
time for any or no reason on not less than ten (10) days prior written notice to
Contractor. In the event City exercises its right to terminate this Agreement, City shall pay
Contractor for any services satisfactorily rendered prior to the effective date of the
termination, provided Contractor is not then in breach of this Agreement. Contractor shall
have no other claim against City by reason of such termination, including any claim for
compensation. City may terminate for cause following a default remaining uncured more
than five (5) business days after service of a notice to cure on the breaching party.
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Contractor may terminate this Agreement for cause upon giving the City D ten (10)
business days prior written notice for any of the following: (1) uncured breach by the City
of any material term of this Agreement, including but not limited to Payment Terms; (2)
material changes in the conditions under which this Agreement was entered into, coupled
with the failure of the parties to reach accord on the fees and charges for any Additional
Services required because of such changes.
15. Notices. Any notices, bills, invoices, or reports authorized or required by
this Agreement shall be in writing and shall be deemed received on (a) the day of delivery
if delivered by hand or overnight courier service during Contractor’s and City’s regular
business hours; or (b) on the third business day following deposit in the United States mail,
postage prepaid, to the addresses set forth in this Section, or to such other addresses as the
parties may, from time to time, designate in writing pursuant to the provisions of this
Section.
All notices shall be addressed as follows:
If to City: Kevin Shimko
10500 Civic Center Dr
Rancho Cucamonga CA 91730
If to Contractor: Deborah Lewis
PO BOX 91956
Pasadena, CA, 91105
16. Non-Discrimination and Equal Employment Opportunity. In the
performance of this Agreement, Contractor shall not discriminate against any employee,
subcontractor, or applicant for employment because of race, color, creed, religion, sex,
marital status, national origin, ancestry, age, physical or mental handicap, medical
condition, or sexual orientation. Contractor will take affirmative action to ensure that
subcontractors and applicants are employed, and that employees are treated during
employment, without regard to their race, color, creed, religion, sex, marital status, national
origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation.
17. Assignment and Subcontracting. Contractor shall not assign or transfer
any interest in this Agreement or subcontract the performance of any of Contractor’s
obligations hereunder without City’s prior written consent. Except as provided herein, any
attempt by Contractor to so assign, transfer, or subcontract any rights, duties, or obligations
arising hereunder shall be null, void and of no effect.
18. Compliance with Laws. Contractor shall comply with all applicable
federal, state and local laws, ordinances, codes and regulations in force at the time
Contractor performs the Services. Contractor is aware of the requirements of California
Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of
Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the
payment of prevailing wage rates and compliance with other requirements on “public
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works” and “maintenance” projects. If the Services are being performed as part of an
applicable “public works” or “maintenance” project, as defined by the Prevailing Wage
Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply
with such Prevailing Wage Laws. The applicable prevailing wage rate determinations can
be found at http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm Contractor shall
make copies of the prevailing rates of per diem wages for each craft, classification or type
of worker needed to execute the Services, available to interested parties upon request, and
shall post copies at the Contractor’s principal place of business and at the Project site.
Contractor shall defend, indemnify and hold the City, its elected officials, officers,
employees and agents free and harmless from any claim or liability arising out of any
failure or alleged failure to comply with the Prevailing Wage Laws.
19. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of
any one or more of the conditions of performance under this Agreement shall not be a
waiver of any other condition of performance under this Agreement. In no event shall the
making by City of any payment to Contractor constitute or be construed as a waiver by
City of any breach of covenant, or any default which may then exist on the part of
Contractor, and the making of any such payment by City shall in no way impair or prejudice
any right or remedy available to City with regard to such breach or default.
20. Attorney’s Fees. In the event that either party to this Agreement shall
commence any legal action or proceeding to enforce or interpret the provisions of this
Agreement, the prevailing party in such action or proceeding shall be entitled to recover its
costs of suit, including reasonable attorney’s fees and costs of experts.
21. Exhibits; Precedence. All documents referenced as exhibits in this
Agreement are hereby incorporated in this Agreement. In the event of any material
discrepancy between the express provisions of this Agreement and the provisions of any
document incorporated herein by reference, the provisions of this Agreement shall prevail.
22. Applicable Law and Venue. The validity, interpretation, and performance
of this Agreement shall be controlled by and construed under the laws of the State of
California. Venue for any action relating to this Agreement shall be in the San Bernardino
County Superior Court.
23. Construction. In the event of any asserted ambiguity in, or dispute
regarding the interpretation of any matter herein, the interpretation of this Agreement shall
not be resolved by any rules of interpretation providing for interpretation against the party
who causes the uncertainty to exist or against the party who drafted the Agreement or who
drafted that portion of the Agreement.
24. Entire Agreement. This Agreement consists of this document, and any
other documents, attachments and/or exhibits referenced herein and attached hereto, each
of which is incorporated herein by such reference, and the same represents the entire and
integrated agreement between Contractor and City. This Agreement supersedes all prior
oral or written negotiations, representations or agreements. This Agreement may not be
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____________
Vendor Initials
PSA without professional liability insurance (contractor) Page 13
Last Revised: 05/22/14
amended, nor any provision or breach hereof waived, except in a writing signed by the
parties which expressly refers to this Agreement.
IN WITNESS WHEREOF, the parties, through their respective authorized
representatives, have executed this Agreement as of the date first written above.
Contractor Name: Audio Description Los Angeles
By: ______________________________
Name Date
______________________________
Title
City of Rancho Cucamonga
By:________________________________
Name Date
_________________________________
Title
By: ______________________________
Name Date
______________________________
Title
(two signatures required if corporation)
Docusign Envelope ID: F879C7A2-77F1-43F6-9292-B55EF06704E1
President
11/18/2025 | 2:52 PM EST 11/19/2025 | 7:31 AM PST
Community Services Superintendent
____________
Vendor Initials
PSA without professional liability insurance (contractor) Page 14
Last Revised: 05/22/14
EXHIBIT A
SCOPE OF SERVICES
Audio Description Solutions (ADS) provides audio description services for live
theatre, dance, and music done in performance venues around the United States.
Appreciation of a live performance for sighted audience members comes from
seeing the live action and movement, sets, costumes, and characters. Audio
description provides an audio version of those same visual performance aspects
through pre show notes of the sets, characters and costumes, as well as live
description of the show in real time.
Audio Description Solutions works with staff to plan the audio described
performance. These elements include:
• Schedule
• Preparatory materials for the audio describer
• Delivery method of audio description (infrared or FM systems; in -house
and/or rented)
• Marketing
• Staff training as applicable
ADLA will remain on contract through the season on an as-needed basis for Audio
Description.
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Last Revised: 05/22/14
Attachment A – Sample Waiver of Subrogation
(Sample Only – Not all forms will look identical to this Sample)
The City of Rancho Cucamonga, its officers, officials, employees, designated
volunteers and agents serving as independent contractors in the role of City or
officials.
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Last Revised: 05/22/14
Attachment B – Sample Additional Insured for On-going
Projects
Docusign Envelope ID: F879C7A2-77F1-43F6-9292-B55EF06704E1
Form W-9
(Rev. March 2024)
Request for Taxpayer
Identification Number and Certification
Department of the Treasury
Internal Revenue Service Go to www.irs.gov/FormW9 for instructions and the latest information.
Give form to the
requester. Do not
send to the IRS.
Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below.
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3
.
1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner’s name on line 1, and enter the business/disregarded
entity’s name on line 2.)
2 Business name/disregarded entity name, if different from above.
3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check
only one of the following seven boxes.
Individual/sole proprietor C corporation S corporation Partnership Trust/estate
LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) . . . .
Note: Check the “LLC” box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax
classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate
box for the tax classification of its owner.
Other (see instructions)
3b If on line 3a you checked “Partnership” or “Trust/estate,” or checked “LLC” and entered “P” as its tax classification,
and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check
this box if you have any foreign partners, owners, or beneficiaries. See instructions . . . . . . . . .
4 Exemptions (codes apply only to
certain entities, not individuals;
see instructions on page 3):
Exempt payee code (if any)
Exemption from Foreign Account Tax
Compliance Act (FATCA) reporting
code (if any)
(Applies to accounts maintained
outside the United States.)
5 Address (number, street, and apt. or suite no.). See instructions.
6 City, state, and ZIP code
Requester’s name and address (optional)
7 List account number(s) here (optional)
Part I Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid
backup withholding. For individuals, this is generally your social security number (SSN). However, for a
resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN, later.
Note: If the account is in more than one name, see the instructions for line 1. See also What Name and
Number To Give the Requester for guidelines on whose number to enter.
Social security number
––
or
Employer identification number
–
Part II Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. I am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments
other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.
Sign Here Signature of
U.S. person Date
General Instructions
Section references are to the Internal Revenue Code unless otherwise
noted.
Future developments. For the latest information about developments
related to Form W-9 and its instructions, such as legislation enacted
after they were published, go to www.irs.gov/FormW9.
What’s New
Line 3a has been modified to clarify how a disregarded entity completes
this line. An LLC that is a disregarded entity should check the
appropriate box for the tax classification of its owner. Otherwise, it
should check the “LLC” box and enter its appropriate tax classification.
New line 3b has been added to this form. A flow-through entity is
required to complete this line to indicate that it has direct or indirect
foreign partners, owners, or beneficiaries when it provides the Form W-9
to another flow-through entity in which it has an ownership interest. This
change is intended to provide a flow-through entity with information
regarding the status of its indirect foreign partners, owners, or
beneficiaries, so that it can satisfy any applicable reporting
requirements. For example, a partnership that has any indirect foreign
partners may be required to complete Schedules K-2 and K-3. See the
Partnership Instructions for Schedules K-2 and K-3 (Form 1065).
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an
information return with the IRS is giving you this form because they
Cat. No. 10231X Form W-9 (Rev. 3-2024)
Audio Description Los Angeles
4 P
PO Box 91956
Pasadena, CA 91105
8 5 1 0 2 0 7 3 7
Docusign Envelope ID: F879C7A2-77F1-43F6-9292-B55EF06704E1
Form W-9 (Rev. 3-2024)Page 2
must obtain your correct taxpayer identification number (TIN), which
may be your social security number (SSN), individual taxpayer
identification number (ITIN), adoption taxpayer identification number
(ATIN), or employer identification number (EIN), to report on an
information return the amount paid to you, or other amount reportable
on an information return. Examples of information returns include, but
are not limited to, the following.
• Form 1099-INT (interest earned or paid).
• Form 1099-DIV (dividends, including those from stocks or mutual
funds).
• Form 1099-MISC (various types of income, prizes, awards, or gross
proceeds).
• Form 1099-NEC (nonemployee compensation).
• Form 1099-B (stock or mutual fund sales and certain other
transactions by brokers).
• Form 1099-S (proceeds from real estate transactions).
• Form 1099-K (merchant card and third-party network transactions).
• Form 1098 (home mortgage interest), 1098-E (student loan interest),
and 1098-T (tuition).
• Form 1099-C (canceled debt).
• Form 1099-A (acquisition or abandonment of secured property).
Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN.
Caution: If you don’t return Form W-9 to the requester with a TIN, you
might be subject to backup withholding. See What is backup
withholding, later.
By signing the filled-out form, you:
1. Certify that the TIN you are giving is correct (or you are waiting for a
number to be issued);
2. Certify that you are not subject to backup withholding; or
3. Claim exemption from backup withholding if you are a U.S. exempt
payee; and
4. Certify to your non-foreign status for purposes of withholding under
chapter 3 or 4 of the Code (if applicable); and
5. Certify that FATCA code(s) entered on this form (if any) indicating
that you are exempt from the FATCA reporting is correct. See What Is
FATCA Reporting, later, for further information.
Note: If you are a U.S. person and a requester gives you a form other
than Form W-9 to request your TIN, you must use the requester’s form if
it is substantially similar to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are:
• An individual who is a U.S. citizen or U.S. resident alien;
• A partnership, corporation, company, or association created or
organized in the United States or under the laws of the United States;
• An estate (other than a foreign estate); or
• A domestic trust (as defined in Regulations section 301.7701-7).
Establishing U.S. status for purposes of chapter 3 and chapter 4
withholding. Payments made to foreign persons, including certain
distributions, allocations of income, or transfers of sales proceeds, may
be subject to withholding under chapter 3 or chapter 4 of the Code
(sections 1441–1474). Under those rules, if a Form W-9 or other
certification of non-foreign status has not been received, a withholding
agent, transferee, or partnership (payor) generally applies presumption
rules that may require the payor to withhold applicable tax from the
recipient, owner, transferor, or partner (payee). See Pub. 515,
Withholding of Tax on Nonresident Aliens and Foreign Entities.
The following persons must provide Form W-9 to the payor for
purposes of establishing its non-foreign status.
• In the case of a disregarded entity with a U.S. owner, the U.S. owner
of the disregarded entity and not the disregarded entity.
• In the case of a grantor trust with a U.S. grantor or other U.S. owner,
generally, the U.S. grantor or other U.S. owner of the grantor trust and
not the grantor trust.
• In the case of a U.S. trust (other than a grantor trust), the U.S. trust
and not the beneficiaries of the trust.
See Pub. 515 for more information on providing a Form W-9 or a
certification of non-foreign status to avoid withholding.
Foreign person. If you are a foreign person or the U.S. branch of a
foreign bank that has elected to be treated as a U.S. person (under
Regulations section 1.1441-1(b)(2)(iv) or other applicable section for
chapter 3 or 4 purposes), do not use Form W-9. Instead, use the
appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a
qualified foreign pension fund under Regulations section 1.897(l)-1(d), or
a partnership that is wholly owned by qualified foreign pension funds,
that is treated as a non-foreign person for purposes of section 1445
withholding, do not use Form W-9. Instead, use Form W-8EXP (or other
certification of non-foreign status).
Nonresident alien who becomes a resident alien. Generally, only a
nonresident alien individual may use the terms of a tax treaty to reduce
or eliminate U.S. tax on certain types of income. However, most tax
treaties contain a provision known as a saving clause. Exceptions
specified in the saving clause may permit an exemption from tax to
continue for certain types of income even after the payee has otherwise
become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception
contained in the saving clause of a tax treaty to claim an exemption
from U.S. tax on certain types of income, you must attach a statement
to Form W-9 that specifies the following five items.
1. The treaty country. Generally, this must be the same treaty under
which you claimed exemption from tax as a nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that contains the
saving clause and its exceptions.
4. The type and amount of income that qualifies for the exemption
from tax.
5. Sufficient facts to justify the exemption from tax under the terms of
the treaty article.
Example. Article 20 of the U.S.-China income tax treaty allows an
exemption from tax for scholarship income received by a Chinese
student temporarily present in the United States. Under U.S. law, this
student will become a resident alien for tax purposes if their stay in the
United States exceeds 5 calendar years. However, paragraph 2 of the
first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the
provisions of Article 20 to continue to apply even after the Chinese
student becomes a resident alien of the United States. A Chinese
student who qualifies for this exception (under paragraph 2 of the first
Protocol) and is relying on this exception to claim an exemption from tax
on their scholarship or fellowship income would attach to Form W-9 a
statement that includes the information described above to support that
exemption.
If you are a nonresident alien or a foreign entity, give the requester the
appropriate completed Form W-8 or Form 8233.
Backup Withholding
What is backup withholding? Persons making certain payments to you
must under certain conditions withhold and pay to the IRS 24% of such
payments. This is called “backup withholding.” Payments that may be
subject to backup withholding include, but are not limited to, interest,
tax-exempt interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee pay, payments made in
settlement of payment card and third-party network transactions, and
certain payments from fishing boat operators. Real estate transactions
are not subject to backup withholding.
You will not be subject to backup withholding on payments you receive
if you give the requester your correct TIN, make the proper certifications,
and report all your taxable interest and dividends on your tax return.
Payments you receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester;
2. You do not certify your TIN when required (see the instructions for
Part II for details);
3. The IRS tells the requester that you furnished an incorrect TIN;
4. The IRS tells you that you are subject to backup withholding
because you did not report all your interest and dividends on your tax
return (for reportable interest and dividends only); or
5. You do not certify to the requester that you are not subject to
backup withholding, as described in item 4 under “By signing the filled-
out form” above (for reportable interest and dividend accounts opened
after 1983 only).
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Form W-9 (Rev. 3-2024)Page 3
Certain payees and payments are exempt from backup withholding.
See Exempt payee code, later, and the separate Instructions for the
Requester of Form W-9 for more information.
See also Establishing U.S. status for purposes of chapter 3 and
chapter 4 withholding, earlier.
What Is FATCA Reporting?
The Foreign Account Tax Compliance Act (FATCA) requires a
participating foreign financial institution to report all U.S. account
holders that are specified U.S. persons. Certain payees are exempt from
FATCA reporting. See Exemption from FATCA reporting code, later, and
the Instructions for the Requester of Form W-9 for more information.
Updating Your Information
You must provide updated information to any person to whom you
claimed to be an exempt payee if you are no longer an exempt payee
and anticipate receiving reportable payments in the future from this
person. For example, you may need to provide updated information if
you are a C corporation that elects to be an S corporation, or if you are
no longer tax exempt. In addition, you must furnish a new Form W-9 if
the name or TIN changes for the account, for example, if the grantor of a
grantor trust dies.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such failure
unless your failure is due to reasonable cause and not to willful neglect.
Civil penalty for false information with respect to withholding. If you
make a false statement with no reasonable basis that results in no
backup withholding, you are subject to a $500 penalty.
Criminal penalty for falsifying information. Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of
federal law, the requester may be subject to civil and criminal penalties.
Specific Instructions
Line 1
You must enter one of the following on this line; do not leave this line
blank. The name should match the name on your tax return.
If this Form W-9 is for a joint account (other than an account
maintained by a foreign financial institution (FFI)), list first, and then
circle, the name of the person or entity whose number you entered in
Part I of Form W-9. If you are providing Form W-9 to an FFI to document
a joint account, each holder of the account that is a U.S. person must
provide a Form W-9.
• Individual. Generally, enter the name shown on your tax return. If you
have changed your last name without informing the Social Security
Administration (SSA) of the name change, enter your first name, the last
name as shown on your social security card, and your new last name.
Note for ITIN applicant: Enter your individual name as it was entered
on your Form W-7 application, line 1a. This should also be the same as
the name you entered on the Form 1040 you filed with your application.
• Sole proprietor. Enter your individual name as shown on your Form
1040 on line 1. Enter your business, trade, or “doing business as” (DBA)
name on line 2.
• Partnership, C corporation, S corporation, or LLC, other than a
disregarded entity. Enter the entity’s name as shown on the entity’s tax
return on line 1 and any business, trade, or DBA name on line 2.
• Other entities. Enter your name as shown on required U.S. federal tax
documents on line 1. This name should match the name shown on the
charter or other legal document creating the entity. Enter any business,
trade, or DBA name on line 2.
• Disregarded entity. In general, a business entity that has a single
owner, including an LLC, and is not a corporation, is disregarded as an
entity separate from its owner (a disregarded entity). See Regulations
section 301.7701-2(c)(2). A disregarded entity should check the
appropriate box for the tax classification of its owner. Enter the owner’s
name on line 1. The name of the owner entered on line 1 should never
be a disregarded entity. The name on line 1 should be the name shown
on the income tax return on which the income should be reported. For
example, if a foreign LLC that is treated as a disregarded entity for U.S.
federal tax purposes has a single owner that is a U.S. person, the U.S.
owner’s name is required to be provided on line 1. If the direct owner of
the entity is also a disregarded entity, enter the first owner that is not
disregarded for federal tax purposes. Enter the disregarded entity’s
name on line 2. If the owner of the disregarded entity is a foreign person,
the owner must complete an appropriate Form W-8 instead of a Form
W-9. This is the case even if the foreign person has a U.S. TIN.
Line 2
If you have a business name, trade name, DBA name, or disregarded
entity name, enter it on line 2.
Line 3a
Check the appropriate box on line 3a for the U.S. federal tax
classification of the person whose name is entered on line 1. Check only
one box on line 3a.
IF the entity/individual on line 1
is a(n) . . .
THEN check the box for . . .
• Corporation Corporation.
• Individual or
• Sole proprietorship
Individual/sole proprietor.
• LLC classified as a partnership
for U.S. federal tax purposes or
• LLC that has filed Form 8832 or
2553 electing to be taxed as a
corporation
Limited liability company and
enter the appropriate tax
classification:
P = Partnership,
C = C corporation, or
S = S corporation.
• Partnership Partnership.
• Trust/estate Trust/estate.
Line 3b
Check this box if you are a partnership (including an LLC classified as a
partnership for U.S. federal tax purposes), trust, or estate that has any
foreign partners, owners, or beneficiaries, and you are providing this
form to a partnership, trust, or estate, in which you have an ownership
interest. You must check the box on line 3b if you receive a Form W-8
(or documentary evidence) from any partner, owner, or beneficiary
establishing foreign status or if you receive a Form W-9 from any
partner, owner, or beneficiary that has checked the box on line 3b.
Note: A partnership that provides a Form W-9 and checks box 3b may
be required to complete Schedules K-2 and K-3 (Form 1065). For more
information, see the Partnership Instructions for Schedules K-2 and K-3
(Form 1065).
If you are required to complete line 3b but fail to do so, you may not
receive the information necessary to file a correct information return with
the IRS or furnish a correct payee statement to your partners or
beneficiaries. See, for example, sections 6698, 6722, and 6724 for
penalties that may apply.
Line 4 Exemptions
If you are exempt from backup withholding and/or FATCA reporting,
enter in the appropriate space on line 4 any code(s) that may apply to
you.
Exempt payee code.
• Generally, individuals (including sole proprietors) are not exempt from
backup withholding.
• Except as provided below, corporations are exempt from backup
withholding for certain payments, including interest and dividends.
• Corporations are not exempt from backup withholding for payments
made in settlement of payment card or third-party network transactions.
• Corporations are not exempt from backup withholding with respect to
attorneys’ fees or gross proceeds paid to attorneys, and corporations
that provide medical or health care services are not exempt with respect
to payments reportable on Form 1099-MISC.
The following codes identify payees that are exempt from backup
withholding. Enter the appropriate code in the space on line 4.
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).
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2—The United States or any of its agencies or instrumentalities.
3—A state, the District of Columbia, a U.S. commonwealth or territory,
or any of their political subdivisions or instrumentalities.
4—A foreign government or any of its political subdivisions, agencies,
or instrumentalities.
5—A corporation.
6—A dealer in securities or commodities required to register in the
United States, the District of Columbia, or a U.S. commonwealth or
territory.
7—A futures commission merchant registered with the Commodity
Futures Trading Commission.
8—A real estate investment trust.
9—An entity registered at all times during the tax year under the
Investment Company Act of 1940.
10—A common trust fund operated by a bank under section 584(a).
11—A financial institution as defined under section 581.
12—A middleman known in the investment community as a nominee or
custodian.
13—A trust exempt from tax under section 664 or described in section
4947.
The following chart shows types of payments that may be exempt
from backup withholding. The chart applies to the exempt payees listed
above, 1 through 13.
IF the payment is for . . .THEN the payment is exempt
for . . .
• Interest and dividend payments All exempt payees except
for 7.
• Broker transactions Exempt payees 1 through 4 and 6
through 11 and all C corporations.
S corporations must not enter an
exempt payee code because they
are exempt only for sales of
noncovered securities acquired
prior to 2012.
• Barter exchange transactions
and patronage dividends
Exempt payees 1 through 4.
• Payments over $600 required to
be reported and direct sales over
$5,0001
Generally, exempt payees
1 through 5.2
• Payments made in settlement of
payment card or third-party
network transactions
Exempt payees 1 through 4.
1 See Form 1099-MISC, Miscellaneous Information, and its instructions.
2 However, the following payments made to a corporation and
reportable on Form 1099-MISC are not exempt from backup
withholding: medical and health care payments, attorneys’ fees, gross
proceeds paid to an attorney reportable under section 6045(f), and
payments for services paid by a federal executive agency.
Exemption from FATCA reporting code. The following codes identify
payees that are exempt from reporting under FATCA. These codes
apply to persons submitting this form for accounts maintained outside
of the United States by certain foreign financial institutions. Therefore, if
you are only submitting this form for an account you hold in the United
States, you may leave this field blank. Consult with the person
requesting this form if you are uncertain if the financial institution is
subject to these requirements. A requester may indicate that a code is
not required by providing you with a Form W-9 with “Not Applicable” (or
any similar indication) entered on the line for a FATCA exemption code.
A—An organization exempt from tax under section 501(a) or any
individual retirement plan as defined in section 7701(a)(37).
B—The United States or any of its agencies or instrumentalities.
C—A state, the District of Columbia, a U.S. commonwealth or
territory, or any of their political subdivisions or instrumentalities.
D—A corporation the stock of which is regularly traded on one or
more established securities markets, as described in Regulations
section 1.1472-1(c)(1)(i).
E—A corporation that is a member of the same expanded affiliated
group as a corporation described in Regulations section 1.1472-1(c)(1)(i).
F—A dealer in securities, commodities, or derivative financial
instruments (including notional principal contracts, futures, forwards,
and options) that is registered as such under the laws of the United
States or any state.
G—A real estate investment trust.
H—A regulated investment company as defined in section 851 or an
entity registered at all times during the tax year under the Investment
Company Act of 1940.
I—A common trust fund as defined in section 584(a).
J—A bank as defined in section 581.
K—A broker.
L—A trust exempt from tax under section 664 or described in section
4947(a)(1).
M—A tax-exempt trust under a section 403(b) plan or section 457(g)
plan.
Note: You may wish to consult with the financial institution requesting
this form to determine whether the FATCA code and/or exempt payee
code should be completed.
Line 5
Enter your address (number, street, and apartment or suite number).
This is where the requester of this Form W-9 will mail your information
returns. If this address differs from the one the requester already has on
file, enter “NEW” at the top. If a new address is provided, there is still a
chance the old address will be used until the payor changes your
address in their records.
Line 6
Enter your city, state, and ZIP code.
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, your TIN is your
IRS ITIN. Enter it in the entry space for the Social security number. 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.
If you are a single-member LLC that is disregarded as an entity
separate from its owner, enter the owner’s SSN (or EIN, if the owner has
one). If the LLC is classified as a corporation or partnership, enter the
entity’s EIN.
Note: See What Name and Number To Give the Requester, later, 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 SSA office or get this form online at
www.SSA.gov. You may also get this form by calling 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/EIN. Go to
www.irs.gov/Forms to view, download, or print Form W-7 and/or Form
SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and
have Form W-7 and/or Form SS-4 mailed to you within 15 business
days.
If you are asked to complete Form W-9 but do not have a TIN, apply
for a TIN and enter “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, you will generally 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: Entering “Applied For” means that you have already applied for a
TIN or that you intend to apply for one soon. See also Establishing U.S.
status for purposes of chapter 3 and chapter 4 withholding, earlier, for
when you may instead be subject to withholding under chapter 3 or 4 of
the Code.
Caution: A disregarded U.S. entity that has a foreign owner must use
the appropriate Form W-8.
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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 item 1, 4, or 5 below indicates otherwise.
For a joint account, only the person whose TIN is shown in Part I
should sign (when required). In the case of a disregarded entity, the
person identified on line 1 must sign. Exempt payees, see Exempt payee
code, earlier.
Signature requirements. Complete the certification as indicated in
items 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 made in settlement of payment
card and third-party network transactions, 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), ABLE accounts (under section 529A),
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.
What Name and Number To Give the Requester
For this type of account:Give name and SSN of:
1. Individual The individual
2. Two or more individuals (joint account)
other than an account maintained by
an FFI
The actual owner of the account or,
if combined funds, the first individual
on the account1
3. Two or more U.S. persons
(joint account maintained by an FFI)
Each holder of the account
4. Custodial account of a minor
(Uniform Gift to Minors Act)
The minor2
5. a. The usual revocable savings trust
(grantor is also trustee)
The grantor-trustee1
b. So-called trust account that is not
a legal or valid trust under state law
The actual owner1
6. Sole proprietorship or disregarded
entity owned by an individual
The owner3
7. Grantor trust filing under Optional
Filing Method 1 (see Regulations
section 1.671-4(b)(2)(i)(A))**
The grantor*
For this type of account:Give name and EIN of:
8. Disregarded entity not owned by an
individual
The owner
9. A valid trust, estate, or pension trust Legal entity4
10. Corporation or LLC electing corporate
status on Form 8832 or Form 2553
The corporation
11. Association, club, religious, charitable,
educational, or other tax-exempt
organization
The organization
12. Partnership or multi-member LLC The partnership
13. A broker or registered nominee The broker or nominee
14. 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 public entity
15. Grantor trust filing Form 1041 or
under the Optional Filing Method 2,
requiring Form 1099 (see Regulations
section 1.671-4(b)(2)(i)(B))**
The trust
1 List first and circle the name of the person whose number you furnish.
If only one person on a joint account has an SSN, that person’s number
must be furnished.
2 Circle the minor’s name and furnish the minor’s SSN.
3 You must show your individual name on line 1, and enter your business
or DBA name, if any, on line 2. You may use either your SSN or EIN (if
you have one), but the IRS encourages you to use your SSN.
4 List first and circle the name of the 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.)
* Note: The grantor must also provide a Form W-9 to the trustee of the
trust.
** For more information on optional filing methods for grantor trusts, see
the Instructions for Form 1041.
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.
Secure Your Tax Records From Identity Theft
Identity theft occurs when someone uses your personal information,
such as your name, SSN, or other identifying information, without your
permission to commit fraud or other crimes. An identity thief may use
your SSN to get a job or may file a tax return using your SSN to receive
a refund.
To reduce your risk:
• Protect your SSN,
• Ensure your employer is protecting your SSN, and
• Be careful when choosing a tax return preparer.
If your tax records are affected by identity theft and you receive a
notice from the IRS, respond right away to the name and phone number
printed on the IRS notice or letter.
If your tax records are not currently affected by identity theft but you
think you are at risk due to a lost or stolen purse or wallet, questionable
credit card activity, or a questionable credit report, contact the IRS
Identity Theft Hotline at 800-908-4490 or submit Form 14039.
For more information, see Pub. 5027, Identity Theft Information for
Taxpayers.
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Form W-9 (Rev. 3-2024)Page 6
Victims of identity theft who are experiencing economic harm or a
systemic problem, or are seeking help in resolving tax problems that
have not been resolved through normal channels, may be eligible for
Taxpayer Advocate Service (TAS) assistance. You can reach TAS by
calling the TAS toll-free case intake line at 877-777-4778 or TTY/TDD
800-829-4059.
Protect yourself from suspicious emails or phishing schemes.
Phishing is the creation and use of email and websites designed to
mimic legitimate business emails and websites. The most common act
is sending an email to a user falsely claiming to be an established
legitimate enterprise in an attempt to scam the user into surrendering
private information that will be used for identity theft.
The IRS does not initiate contacts with taxpayers via emails. Also, the
IRS does not request personal detailed information through email or ask
taxpayers for the PIN numbers, passwords, or similar secret access
information for their credit card, bank, or other financial accounts.
If you receive an unsolicited email claiming to be from the IRS,
forward this message to phishing@irs.gov. You may also report misuse
of the IRS name, logo, or other IRS property to the Treasury Inspector
General for Tax Administration (TIGTA) at 800-366-4484. You can
forward suspicious emails to the Federal Trade Commission at
spam@uce.gov or report them at www.ftc.gov/complaint. You can
contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338).
If you have been the victim of identity theft, see www.IdentityTheft.gov
and Pub. 5027.
Go to www.irs.gov/IdentityTheft to learn more about identity theft and
how to reduce your risk.
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your
correct TIN to persons (including federal agencies) who are required to
file information returns with the IRS to report interest, dividends, or
certain other income paid to you; mortgage interest you paid; the
acquisition or abandonment of secured property; the cancellation of
debt; or contributions you made to an IRA, Archer MSA, or HSA. The
person collecting this form uses the information on the form to file
information returns with the IRS, reporting the above information.
Routine uses of this information include giving it to the Department of
Justice for civil and criminal litigation and to cities, states, the District of
Columbia, and U.S. commonwealths and territories for use in
administering their laws. The information may also be disclosed to other
countries under a treaty, to federal and state agencies to enforce civil
and 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. Under section 3406, payors must
generally withhold a percentage of taxable interest, dividends, and
certain other payments to a payee who does not give a TIN to the payor.
Certain penalties may also apply for providing false or fraudulent
information.
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