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HomeMy WebLinkAboutContract 53882-NC1FORT WORTH MEMORANDUM Date: 4/9/2024 To: Assistant City Attorney From: Tracy Walter — FMS/Vendor Management Re: Name Change Only: ImageTrend, Inc. to ImageTrend, LLC CSC No. 53882-NC1 Prior Name: ImageTrend, Inc. New Name: ImageTrend, LLC Supplier id: 7000001124 CSCO: 53882 Note: Supplier updated name only and the tax id (EIN) number remained the same. APPROVED BY: Sr. Assistant City Attorney Apr 15, 2024 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX SENDER: COMPLETE THIS SECTION • Complete items 1, 2, and 3. • Print your name and address on the reverse so that we can return the card to you. M Attach this card to the back of the mailpiece, or on the front if space permits. 1, Article Addressed to: crfins .- a -`-r -eas iknj �IZr+�rai ie.vw..e. SerV� tf)ctlain, UT sgZt--w 13 II1I1111 IIII IIIIII III III11111I IIII llll IIII III 9590 9402 7359 2028 6296 45 2. Article Number (Transfer fmn' 7022 0410 0002 7889 0 482 PS Form 3811, July 2020 PSN 7530-02-000-9053 =ME/MR=R 1111.11.11111 t rR l ru Iv a N COMPLETE THIS SECTION ON DELIVERY A. Signature x B. Received by (Printed Name) 0 Agent ❑ Addressee C. Date of Delivery D. Is delivery address different from item 1? 0 Yes If YES, enter delivery address below: ❑ No 3. Service Type ❑ Priority Mail Express® ❑ Adult Signature 0 Registered MaiITM O Adult Signature Restricted Delivery Ci Registered Mail Restricted edified Mali® Delivery ❑ Certified Mall Restricted Delivery 0 Signature nature Confirmation O Collect en Delivery n rbllect on Delivery Restricted Delivery Restricted Delivery cured Mall cured Mall Restricted Delivery 1— toyer $500) U.S. Postal Service" CERTIFIED MAIL° RECEIPT Domestic Mail Only For delivery information, visit our webslte at www.usps.com". El N Certified Mail Fee $ Extra Services & Fees (check box, add fee as appropriate) ❑ Return Receipt tharricopyi $ Cl Return Receipt (electronic) $ ❑ Certiiied Mall Restricted Delivery $ DAd>rtt Signature Required $ Adult Signature Restricted Delivery $ Postage $ Total Postage and Fees Pon -nark Here ent To tree and Apt Npp.or Pb 8ax No. ` tee Q3�rt/rc�Cert C^ • S - te, ZfP+4 t%y • P5 Yorm 3800, April 2015 PSN 7$30.02 000 ri047 See Reverse for instructions Domestic Return Receipt January 27, 2023 VIA U.S. MAIL RETURN RECEIPT REQUESTED Department of the Treasury Internal Revenue Service Center Ogden, UT 84201-0013 Re: ImageTrend, Inc. EIN: 41-1903871 Dear Sir or Madam: Please note that ImageTrend, Inc. (EIN: 41-1903871) has changed its name to ImageTrend, LLC on January 27, 2023 with the State of Minnesota. Enclosed is a copy of the file -stamped Certificate of Conversion reflecting the name change. Please update your records accordingly. In addition, I am requesting an EIN Verification Letter (a 147C Letter) reflecting our new name ImageTrend, LLC. Please acknowledge receipt of the enclosed form by placing your file -stamp on the enclosed copy of this letter and returning it in the enclosed self-addressed stamped envelope. Daniel Quam, Chief Operating Officer Enclosures US.354797781.01 Office of the Minnesota Secretary of State Certificate of Conversion I, Steve Simon, Secretary of State of Minnesota, certify that: the documentation required to effectuate a conversion by the entity listed below from the law under which the entity was previously governed to the law under which it is governed after the issuance of this certificate, on the date listed and has been approved pursuant to the procedures required in the chapter indicated. Conversion Filed Pursuant to Minnesota Statutes, Chapter: 302A Home Jurisdiction and Name of Converting Entity: Minnesota: ImageTrend, Inc. After Conversion, Entity is governed by Minnesota Statutes, Chapter: 322C Home Jurisdiction and Name of Entity after the Effective Date of Conversion: Minnesota: ImageTrend, LLC This Certificate has been issued on: 01/25/2023 Steve Simon Secretary of State State of Minnesota Office of the Minnesota Secretary of State Certificate of Organization I, Steve Simon, Secretary of State of Minnesota, do certify that: The following business entity has duly complied with the relevant provisions of Minnesota Statutes listed below, and is formed or authorized to do business in Minnesota on and atter this date with all the powers, rights and privileges, and subject to the limitations, duties and restrictions, set forth in that chapter. The business entity is now legally registered under the laws of Minnesota. Name: ImageTrend, LLC File Number: 1369617400075 Minnesota Statutes, Chapter: 322C This certificate has been issued on: 01/25/2023 nhxuxatLt ; - (Pitneutisof Steve Simon Secretary of State State of Minnesota . D'DcuSibn Envelope ID:7013B9P.A-nii68.4a39-AD8B-26D735EBC8E8 ' • ARTICLES OR CONVERSION OF IMAGETREND, INC. INTO . IMAGETREND, LLC 111141,)1111111 These Articles of Conversion relate to the conversion 'of liitagcl'rend; Inc.: a Minnesota . corjioration, into hnageTrencl, I.,1..C, a Minnesota limited liability company. Pursuant to the provisions of • the Minnesota Business Corporation Act (Minnesota Statutes Chapter 302A), and the Minnesota Revised • Uniform Limited Liability Company Act (}Minnesota Statutes Chapter-322C), the following Articles of • . ' Conversion are executed us of the date hereinafter set forth: I . Attached hereto as E$hibit A is a copy of the Plan of Conversion of ImageTrend, Inc., into . ImageTrend, LLC (the "Plan'). 2. Pursuant to the Plan, ImageTrend, Inc., a Minnesota corporation (the "Converting Enlifv-'L . • is being converted into ImageTrend, LLC, a Minnesota limited liability company (lhe "Converted Entity"), 3. The name of the Converted Entity is ImageTrend, LLC. 4. The Articles of Organization attached as Annex I to (he Platt will be the articles of • organization of the Converter.) Entity. 5. The Converted Entity will be governed by Chapter 3 22C of the Minnesota Statutes. 6. The Plan. has been approved as required by Chapters 302A and 322C of the Minnesota . Statutes. .. 7. . . The conversion provided for in these Articles of Conversion will be effective on January 27, 2023. Dated: Jantiary•24, 2.023. CONVERTING ENTITY: • IMAGETREND, INC. r---DmiSig/pn�eJ4y. ii/Nn, (XtrPAtl DanlelMain, thief Operating Officer 06euSign Envelope 10: 701389AA•A18B4039•A08B-280735E0C8EB ,Exhibit A Pinn of Cuuversit n (See apaehed.) US.354785295.03 DocuSibn Envelope ID:701389AA-Alee-4b39-AD8e-28D735necaE3 PLAN OF CONVERSION FOR CONVTRTTNG IMAGL"C.REND, INC., a Minnesota corporation INTO IMAGETREND, LLC, a .Minnesota limited liability company . This Plan bf Conversion (this "Plan") is entered into and adopted d7eclivc as orate Effective Date • (defined below) and provides for the conversion of hnagefrend, Inc., a Minnesota corporation. into . ImagcTrend, LLC, a Minnesota limited liability company. The terms and conditions of the conversion are as follows: 1. Name Form antl Jurisdiction of the Convettim' Entity. The name of the converting entity • under this Plan is linageTrend, Inc., a Minnesota corporation governed by the Minnesota Business Corporation Act (Minnesota Statutes Chapter 302A) (the "Convening Entity"). 2. Name. Form. and Jurisdiction of the Converted Entity. The name of the convected entity under this Plan is TmagcTrend, LLC, a Minnesota limited liability company governed by the Minnesota Revised Uniform Limited Liability Company Act (Minnesota Statutes Chapter 322C) (the "Converted Entity"). 3. Effective Date. This Plan and the conversion contemplated hereunder will be effective on . January, 27, 2023 (the "Effective Date"), on which date the Converting Entity will be converted into the Converted Entity (the "Conversion'"). 4. Conversion of Shares into Units.-As•of the Effective Date, each share of common stock. issued and outstanding in the Converting Entity will automatically convert into one unit of membership interest of the Converted Entity and the Converted Entity will athnit the sole shareholder of the Converting Entity as a "member" (as defined in Section 322C.0102, subdivision 15, of the Minnesota Revised Uniform Limited Liability Company Act) of the Converted Gntity. 5. Articles of Organization. The Articles of Organization of hnageTrend, LLC, attached hereto as Annex 1. will be the Articles of Organization of the Converted Entity as of the Effective Date. 6. Management. The Board of Directors of the Converting Entity immediately prior to the .. Effective Date will become the Board of Governors of the Converted Entity, and the Converted Entity will be a board -managed limited liability company as of and after the Effective Date. Subject to the authority of the Operating Agreement of the Converted Entity, the officers of the Convening Entity immediately prior • to the Effective Date will become the officers of the Converted Entity as of the Effective Date. 7. Actions to Give Effect. Upon approval and adoption of the Plan by the Board of Directors • and the sole shareholder of the Converting Entity in accordance with the Minnesota Business Corporation . Act, the Articles of Conversion will be executed and delivered to the Minnesota Secretary of State for' immediate filing as provided by the Minnesota Business Corporation Act. At and following the Effective ' Date, the Converted Entity will also cause to be performed all necessary acts to effectuate the Conversion. • [The remainder of this page is intentionally left blank. Signature page :follows.] U3.354785556.03 DocuSign Envelope ID: 7013B9AA-A16B-4O39.AD89-28D735EBG8E8- 'CONVERTING ENTITY: TMAGETREND, INC. r—DacuSigned by: 13 Daniel Quatn, Chief Operating Officer US.354785556.03 ' .I)ocuSign Envelope 10: 7D1389AA-A1613-4039-AD88-280i35EBC8E8 Aitnei I • Articles of Organization (See attached.) . • bocuSigh Envelope ID: 7D189AA-A168-463g-A088-28D735EacaeB • ARTICLES OE ORGANIZATION• OF IMACETREND,LLC These Articles of Organization are submitted for filing for the 'purjnose'of organizing a limited " liability company under the Minnesota Revised Uniform Limited Liability Company Act (the "Act"). ARTICLE I Name • The nitre of the limited liability company is linage:frend, LLC (the "Company"). ARTICLE If Purpose • `the Company is being formed for the purpose of engaging in any lawful purpose for which lirilhid liability companies may he formed under the Act. ARTICLE III Registered Office The registered office of the- Company for service of process in Minnesota is located at 20555 Kensington l3oulcvard. Lakeville. Minnesota 55044. ARTICLE IV Organizer The name and street address ofthesole organizer ofthe Coin Piny. is DamienQtiain,ChiefOlierating • Officer o.fthe Company, 20855 Kensington Boulevard, Lakeville, Minnesota 55044. ARTICLE V Conversion The Company -IS'conVertitig front a Minnesota corporation, incorporated under Chapter 302A of the Minnesota Statutes, to a Minnesota limited liability company, organized under the Act. The name of:.::: the converting organization is ImageTrend. Inc:: a Minnesota corporation formed under Chapter 302A'of..::' ;.. . the Minnesota Statures. The conversion has been approved by the converting organization pursuant' to':::. Chapter 302A of the MMinnesota Statutes. • .' Dated: Iantiary 24, 2b23: US.3547B5874.03 fi u«u51gnidb7: . Path, &a u F6084 S. Daniel Quam, Organizer azeeinArtte File Numbers 136961740005 1369617400075 10B-266 STATE OF MINNESOTA OFFICE OF THE SECRETARY OF STATE FILED 1 /25/2023 11:59:00 /'R (J)•-te- Ovwai Steve Simon Secretary of State Form (Rev. Departs Interna ri a: ca 0 a 0 ai c 0.o - v L i 0 C a) .s o U o a to m in W-9 )ctober2018) vent of the Treasury Revenue Service Request for Taxpayer Identification Number and Certification ► Go to www.irs.gov/FormW9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. ImageTrend, LLC. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. 4 Exemptions certain entities, instructions Exempt payee Exemption code (if any) (Applies to accounts (codes apply only to not individuals; see on page 3): code (if any) I. Individual/sole proprietor or • C Corporation S Corporation Partnership . Trust/estate single -member LLC company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) appropriate box in the line above for the tax classification of the single -member owner. is classified as a single -member LLC that is disregarded from the owner unless the owner is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single from the owner should check the appropriate box for the tax classification of its owner. ► ► C 0 Limited liability Note: Check the LLC if the LLC another LLC that is disregarded Other (see instructions) from FATCA reporting Do not check of the LLC is -member LLC that maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions. 20855 Kensington Blvd Requester's name and address (optional) 6 City, state, and ZIP code Lakeville, MN 55044 7 List account number(s) here (optional) TM Tamavwr Irlentifieatinn NiimhPr /TIN1 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. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Part II Social security number or Employer identification number 4 1 1 9 0 3 8 7 1 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 Tara @raw U.S. person ► Tara Graw (Jan 11, 2024 13:20 CST) Date ► Jan 11, 2024 General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018) Form W-9 (Rev. 10-2018) Page 2 By signing the filled -out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners' share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the instructions for Part II for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships, earlier. What is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Form W-9 (Rev. 10-2018) Page 3 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. a. 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: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1 a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application. b. Sole proprietor or single -member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or "doing business as" (DBA) name on line 2. c. Partnership, LLC that is not a single -member LLC, C corporation, or S corporation. 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. d. 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. You may enter any business, trade, or DBA name on line 2. e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a "disregarded entity." See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity 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, "Business name/disregarded entity name." 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, you may enter it on line 2. Line 3 Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3. IF the entity/person on line 1 is a(n)... THEN check the box for ... • Corporation Corporation • Individual • Sole proprietorship, or • Single -member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes. Individual/sole proprietor or single- member LLC • LLC treated as a partnership for U.S. federal tax purposes, • LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or • LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes. 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 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 in 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) 2—The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a U.S. commonwealth or possession, 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 possession 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 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 Form W-9 (Rev. 10-2018) Page 4 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 52 Payments made in settlement of payment card or third party network transactions Exempt payees 1 through 4 See Form 1099-MISC, Miscellaneous Income, 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) written or printed 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 possession, 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, write 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 individual taxpayer identification number (ITIN). 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. 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). Do not enter the disregarded entity's EIN. 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 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 Identification Number (EIN) under Starting a Business. 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 SS-4 mailed to you within 10 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and 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: Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. 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. Form W-9 (Rev. 10-2018) Page 5 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: 1. Individual 2. Two or more individuals (joint account) other than an account maintained by an FFI 3. Two or more U.S. persons (joint account maintained by an FFI) 4. Custodial account of a minor (Uniform Gift to Minors Act) 5. 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 6. Sole proprietorship or disregarded entity owned by an individual 7. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A)) Give name and SSN of: The individual The actual owner of the account or, if combined funds, the first individual on the account Each holder of the account The minor2 The grantor -trustee The actual owner The owner3 The grantor* For this type of account: Give name and EIN of: 8. Disregarded entity not owned by an individual 9. A valid trust, estate, or pension trust 10. Corporation or LLC electing corporate status on Form 8832 or Form 2553 11. Association, club, religious, charitable, educational, or other tax- exempt organization 12. Partnership or multi -member LLC 13. A broker or registered nominee The owner Legal entity4 The corporation The organization The partnership The broker or nominee For this type of account Give name and EIN of: 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 15. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B)) The public entity 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 and you may also enter your business or DBA name on the "Business name/disregarded entity" name line. 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.) Also see Special rules for partnerships, earlier. *Note: The grantor also must provide a Form W-9 to trustee of trust. 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 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 credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers. 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 1-877-777-4778 or TTY/TDD 1-800-829-4059. 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. Form W-9 (Rev. 10-2018) Page 6 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 1-800-366-4484. 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. Visit www.irs.gov/ldentityTheft 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 possessions for use in administering their laws. The information also may 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, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.