REQUEST FOR PROPOSAL

Original Date Issued: May 10, 2019

Closing Date: May 20, 2019

Decision Date: May 24, 2019

Subject: Request for Proposal Brownfields 2019/Audio Visual Management, Equipment and Production Services

The International City/County Management Association (ICMA) is seeking proposals from eligible Respondents for Audio Visual Management, Equipment and Production Services for the 2019 National Brownfields Training Conference. ICMA anticipates awarding one (1) single award a result of this Solicitation. ICMA reserves the right to award more or fewer awards than anticipated above.

Technical questions concerning this solicitation should be directed to the Brownfields Conference Event Administrator Nancy Bennett at schelhornbennett@aol.com with copies to rshah@icma.org and workwithus@icma.org. All contractual questions relating to this solicitation must be submitted to Representative, Grants and Contracts Administration at workwithus@icma.org with a copy to Roma Shah at rshah@icma.org. Questions are due by May 20, 2019

All communications must include the solicitation title, Brownfields 2019/Audio Visual Management, Equipment and Production Services, in the subject line

No communication intended to influence this procurement is permitted except by contacting the designated contacts above. Contacting anyone other than the designated contacts (either directly by the Respondent or indirectly through a lobbyist or other person acting on the respondent’s behalf) in an attempt to influence this procurement: (1) may result in a Respondent being deemed a non-responsive Respondent, and (2) may result in the Respondent not being awarded a contract.

This solicitation in no way obligates ICMA to award a contract nor does it commit ICMA to pay any cost incurred in the preparation and submission of a proposal.

ICMA bears no responsibility for data errors resulting from transmission or conversion processes.

ICMA appreciates your responsiveness and looks forward to a mutually beneficial business relationship.

Sincerely,

Tad McGalliard Brownfields Conference Director

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PURPOSE ICMA seeks a qualified provider (firm or individual) to provide all Audio Visual Management, Equipment and Production Services requested within this Request for Proposal if awarded. ABOUT THE NATIONAL BROWNFIELDS TRAINING CONFERENCE International City/County Management Association and the U.S. Environmental Protection Agency have been working together to bring you the National Brownfields Training Conference for the past twenty years. Offered every two years, the conference is the largest gathering of stakeholders focused on cleaning up and reusing formerly utilized commercial and industrial properties. It is a premier venue for stakeholders and ICMA members to learn, network and grow. ICMA is the lead non-federal co-sponsor of the conference tasked with managing the logistics, educational content and marketing of the conference. ICMA’s Dun and Bradstreet number is 072631831. Dates/location: December 11 – 13, 2019 with pre-conference programming on December 10/Los Angeles Convention Center (LACC), 1201 South Figueroa Street, Los Angeles, CA 90015. Past History:

2017 December 5 – 7 David L. Lawrence Convention Center 2015 September 2 - 4 Chicago Hilton & Palmer House Hilton 2013 May 15 – 17 Georgia World Congress Center 2011 April 3 - 5 Pennsylvania Convention Center 2009 November 16-18 Morial New Orleans Convention Center

SCOPE OF WORK An overview of the National Brownfields Training Conference includes the following: 2,800-3,000 - Approximate # of attendees, exhibitors and guests Stakeholders attend for professional development and networking Monday, December 9: Set-Up Tuesday, December 10: Pre-conference workshops Wednesday, December 11 – Friday, December 13: 2 ½ days of

educational programming and 2 ½ days of exhibits General structure of events where Audio Visual Management, Equipment and Production Services are needed is shown below: Educational Sessions The (11) simultaneous Educational Sessions consist tentatively of (3) Town Meeting Conversations, (3) Panel Discussions, (3) Roundtable Reviews, (1) Learning Lounge and (1) Economic Redevelopment Forum Center Stage. All Educational Sessions will be held at the LACC in the West Building on Exhibit Hall Level 1 and the Level Two Meeting Rooms. The Sessions are currently scheduled over (8) 60-minute and 30-minute programming blocks on Wednesday, December 11, 2019 through Friday, December 13, 2019.

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On Tuesday, December 10, 2019, we will be utilizing several of the Educational Session Meeting Rooms at LACC from 7:00 AM through 3:00 PM for up to (9) Pre-Conference Workshops. Those rooms include but are not limited to: 502 A, 502 B, 503, 515 B, 408 A, 408 B, 409 A/B, 411, and 515 A. Load-In/Set-Up: Monday, December 9, 2019 at 8:00 AM. Set-By: Monday, December 9, 2019 by 4:30 PM. Strike: Friday, December 13, 2019 from 12:45 – 11:59 PM. Each programming format will be pre-set for the duration of the conference. The Audio Visual Management, Equipment and Production Services Contractor is to provide:

TOTAL NEEDS

(3) TOWN MEETING CONVERSATIONS/ (3) PANEL DISCUSSIONS/ (1) ECONOMIC REDEVELOPMENT FORUM CENTER STAGE

7 4000 Lumen Projector 7 Screens of appropriate size 7 Laser Pointers 7 Wired Microphones at Standing Lectern

14 Wired Microphones at Head Table 7 Wired Microphone on stand in the audience 7 Laptop Computers 1.5 Ghz, 256+MB, 80+GB, DVD ROM, CD Combo, USB

ports, 2010, presentation mouse, cord/cables and speakers to sound (3) ROUNDTABLE REVIEWS

3 Wireless microphone at standing lectern 3 Wireless microphone on stand in the audience (1) LEARNING LOUNGE WITH (5) EDUCATIONAL AREAS

5 3000 Lumen Projectors 5 Screens of appropriate size 5 Laptop Computers 1.5 Ghz, 256+MB, 80+GB, DVD ROM, CD Combo, USB

ports, 2010, presentation mouse, cord/cables and speakers to sound

Affiliate Meetings & Show Management Events Affiliate Meetings & Show Management Events are scheduled from Tuesday, December 10, 2019 through Friday, December 13, 2019 at the LACC. All rooms will be preset in a standard format. Any additional Audio Visual Management, Equipment and Production Services requests from the Affiliates will be at their own expense and made directly with the Audio Visual Contractor, including labor. We are expecting approximately (40) Affiliate Meetings & Show Management Events during this timeframe. Contracted LACC meeting space can be seen on the attached Meeting Space Grid. On Tuesday, December 10, 2019, we will be utilizing space at the DLCC from 4 – 5:30 PM for (10) Regional Open Houses. Those areas include the following outdoor and adjoining indoor spaces: Level 1: West Lobby, Concourse Foyer, Plaza Dining, Petree Plaza, Galaxy Court Foyer, Petree Hall C, Petree Hall D. Level 2: 501 A/B/C, 511 A/B/C, 411 & Foyer. Load-In/Set-Up: Monday, December 9, 2019 at 8:00 AM. Set-By: Monday, December 9, 2019 by 4:30 PM. Strike: Friday, December 13, 2017 12:45 PM – 11:59 PM. The load-in and set up for the Design Charrette will be later in the week and will not subscribe to the dates above.

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The Audio Visual Management, Equipment and Production Services Contractor is to provide:

REGIONAL OPEN HOUSES 10 3000 lumen projectors 10 Screens of appropriate size 10 Wired microphones at standing lectern 10 Wireless microphone in stand in audience

DESIGN CHARRETTE 1 3000 lumen projector 1 Screen of appropriate size 1 Wireless microphone at standing lectern

ECONOMIC REDEVELOPMENT FORUM (Shark Tank format) 5 Lavalier microphones 1 Wired microphone at standing lectern

Plenary Sessions and Green Room The Opening Plenary Session and both Keynote Sessions will be held on the Exhibit Hall Level 1 of the LACC in West Hall B, 63,619 sq. ft. with measurements of 342’ long x 194’ wide, with a ceiling height of 36’. We will not be utilizing all this space but have plenty of space to be creative. The audience will be set for 3,000 attendees theatre style with (5) rounds of 6 in the front of the row for speakers and VIP’s. The room will be set with a center aisle, 3 side aisles and 2 cross aisles. The LACC will need to build a stage utilizing risers. All staging drape will be provided by the Decorator. The biodegradable stage set will be provided by the Audio Visual Management, Equipment and Production Services Provider. Load-In/Set-Up: Monday/Tuesday, December 9/10, 2019 at 8:00 AM. Set-By: Tuesday, December 10, 2019 at 4:30 PM. Strike: Friday, December 13 after 9:30 AM. A Green Room will be located behind the stage. The Audio Visual Management, Equipment and Production Services Contractor is to provide:

PLENARY SESSIONS (West Hall B) Diagram of Plenary Session seating, stage and green room Biodegradable stage set Folson Graphics Switching System 1 Screen Pro Plus (1604) Multi-Screen Switcher 1 Screen Pro Plus Multi Screen Controller 2 20” LCD Flat Screen Displays 4 Exgron 1x6 RGBHV Distribution Controller Power Point Graphics System 1 Pentium IV Desktop 2 20” CD Flat Screen Displays 2 HP Deskjet Ink Jet Printers 2 A/B Switch – 5 Port Hub 1 Playback Pro/Mac Laptop

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Camera Package 2 Sony D-50 Video Cameras 2 Sony TX7 Camera Control Unit Video Projection Equipment

4 18k Lumen Projectors 4 Panasonic ER-D76Le1 1.5-2.0:1 Zoom Lens (D7700) 1 DRW DownStage Plasma Monitor Stand 2 Altinex RGBS Hum Suppressor 2 Sharp 37” LCD Monitors

4 Dalite 10’6”x14’ Screens: Trussed RP Screen, Trussed FP Screen; Trussed Frame and Leg Kit and Trussed “Black” Dress Kit

Misc Video Equipment 1 Leitch Still Store Main Frame/Control Panel 1 Folsom Image Pro Scan Converter w/SDI Audio Equipment

3 Shure Mc-412 Cardioid Podium Microphones 12 Wireless lavalier microphones 3 Wireless handheld microphones with on-off switches

2 Audio Processing Systems to include: power conditioner, Whirlwind Audio DA, Sabine Audio Equalizer/MC, Shure Wireless Mic UHF, Sony

1 CD Cassette Combo Recorder, Phillips CD Recorder, Amplifier Rack 1 SB250 Crest Subwoofer Amp Rack with /X-over

1 JBL 4887 Vertec Line Array Amp Rack with 2-QSC 6.0 Amplifier and 1-QSC 9.0 Amplifier

1 Lot of Cable/Rigging 1 Marantz CDR-420 Portable Burner 1 Clearcom 2 Channel Intercom Base Station

12 Beyer DT-108 Single Muff Headsets 12 Clearcom Single Channel Beltpacks 1 Telex VRT700 Single Ch Wireless Interco Lighting Equipment

6x MAC 2000 Performance 10 26 Degree Leko 20 36 Degree Leko 10 Wide Body Leko 10 Mac 2K Profile II 2 MAK 2K Performance 1 48 Channel Dimmer 1 Grande MA Ultra Lite Controller with UPS Power and Rigging Equipment 1 100 Amp 3/0 Audio PD with Feeder & Tails 1 100 Amp 3/0 Video PD with Feeder & Tails 1 200 Amp 3/0 Lighting PD with Feeder & Tails 2 Distro Rack with Feeder & Tails 4 Genie ST25 Supertower Lift 1 Scissor Lift 28’ (3 days)

16 Tomcat 12”x12”x10’ Upstate Truss

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House Delays 6 NEC PX-50M1 50”Plasma Monitors 6 Rigging Hardware/Stands for Plasmas

Exhibit Hall The Exhibit Hall will be held on the Exhibit Hall Level 1 of the LACC in West Hall A, 147,506 sq. ft. with measurements of 342’ long x 363’ wide, with a ceiling height of 36’. We will not be utilizing all this space, but have plenty of space to be creative. The hall will be set with (100) 10’w x 10’l booths, a (30) board poster session, a product theatre, an area for food & beverage purchases and round tables for seating. Load-In/Set-Up: Monday/Tuesday, December 9/10, 2019 at 8:00 AM. Set-By: Tuesday, December 10, 2019 at 4:30 PM. Strike: Friday, December 13 after 12noon. The Audio Visual Management, Equipment and Production Services Contractor is to provide:

PRODUCT THEATRE

1 3000 Lumen Projector 1 Screen of appropriate size 1 Laser Pointer 1 Wired Microphone at Standing Lectern 2 Wired Microphones at Head Table 1 Laptop Computers 1.5 Ghz, 256+MB, 80+GB, DVD ROM, CD Combo, USB

ports, 2010, presentation mouse, cord/cables and speakers to sound 100 headphones

Audio to support (100) headphones OFFICIAL AUDIO VISUAL PROVIDER TO EXHIBIT HALL Will supply AV product and service to the exhibitors Will provide necessary electronic order forms for the Service Kit at no

charge Exhibitor Post Show Reporting The Audio Visual Management, Equipment and Production Services Contactor agrees to provide ICMA detailed post show exhibitor recaps to include (but not be limited to), the following information at no charge: _Labor (Total Hours) _Equipment (Total Volume) _Specialty Rental Items (Total Volume) Greening Initiatives A priority has been placed on increasing the environmental performance of the Brownfields Conferences. The continued task for the 2019 Conference involves developing and implanting a waste reducing and recycling strategy for reducing and recovering the large volumes of waste materials generated during move-in, meeting dates and move-out of the Conference. The Audio Visual Management, Equipment and Production Services Contractor is to provide:

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11 Electronic Sign Boards outside Educational Meeting Rooms 1 Electronic Sign Board with sponsor notifications in Registration Area Biodegradable stage set for the Plenary Session.

Offices Three of the (10) Offices, located at the LACC will be in need of various Audio Visual Management, Equipment and Production Services. Load-In/Set-Up: Monday, December 9, 2019 at 8:00 AM; Set-By: Monday, December 9, 2019 at 12noon; Strike: Friday, December 13, 2019 by 11:59 PM The Audio Visual Management, Equipment and Production Services Contractor is to provide:

ICMA Show Office and Storage (509 A/B/C) 5 Radios with ear pieces with appropriate number of chargers 1 Color Copier with ability to staple 1 Color Printer linked to personal laptops via WiFi. Printer filled with 8

½”x11” white paper

Office of Brownfields & Land Revitalization/Regional Administrators Office (508 A)

2 Desktop computers and monitors 1.5 Ghz, 256+MB, 80+GB. DVD ROM CD Combo, USB ports, 2010, keyboard mouse, cord/cables

1 Black/White laser printer linked to both computers. Printer filled with 8 ½”x11” white paper

Office of Land & Emergency Management and VIP Office

(508 B/C) 2 Desktop computers and monitors 1.5 Ghz, 256+MB, 80+GB. DVD ROM

CD Combo, USB ports, 2010, keyboard mouse, cord/cables 2 Black/White laser printers. Printer filled with 8 ½”x11” white paper

On-Site Staff Support A minimum of (6) staff persons to be on-site for all setup, meeting days and dismantle, Monday, December 9, 2019 through Friday, December 13, 2019

Statement of Work The contractor shall perform the following Audio Visual Management, Equipment and Production Services for the 2019 National Brownfields Training Conference at the Los Angeles Convention Center, 1201 South Figueroa Street, Los Angeles, CA 90015, December 9 – 13, 2019.

Task Description

1 Participate in at least (2) site visits to Los Angeles 2 Work with Technical Manager on identifying standard meeting room

sets 3 June, 2019, work with Technical Manager on the Plenary Session Stage

Design 4 July, 2019 participate in Team Kick Off for Conference Greening. 5 August, 2019, present ideas to ICMA on biodegradable/recyclable

materials to be used

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Task Description6 August, 2019, present General Session Floorplan to LACC for approval 7 August, 2019, Certificate of Insurance is due to ICMA 8 August, 2019 begin communicating with Affiliate Meeting Requestees

regarding additional AV needs 9 In early September, 2019 provide Technical Manager with needs for AV

office: ie: tables, chairs, set 10 Technical Manager will advise of there will be taping of the Plenary

Session(s) 11 September, 2019 assist Technical Manager with development of

Production Schedule 12 September, 2019, provide Corcoran an electronic version of AV order

form for exhibitors 13 Provide names of AVHQ team to Housing Manager 14 October, 2019 with Technical Manager participate in conference call for

streamlining audio visual equipment, services and personnel between the exhibit hall and educational programming and show management events

15 October, 2019 prepare to accept Function Book from Technical Manager

16 Work with Technical Manager and ICMA on development of a Plenary Session Rehearsal Schedule

17 Between October – November, 2019 participate in on-site turn over meeting with Technical Manager

18 Late November, 2019 receive scripts from Technical Manager and any special needs of speakers

19 November, 2019 coordinate with LACC on dock assignments and restrictions for load-in, December 9-10, 2019

20 November, 2019 prepare to review Technical Managers on-site Production Schedule

21 December 9-10, 2019 deliver all conference audio visual and office equipment as noted on the Function Sheets, diagrams and freight grids.

23 December 9, 2019 begin set-up of equipment in Offices as per Registration Function Sheets and diagrams

24 December 9, 2019 begin set up of plenary session, educational meeting rooms, affiliate meeting rooms and Show Management events as per Function Sheets and diagrams

25 December 9, 2019 all electronic signage outside meeting rooms being used on Tuesday, December 10, 2019 by 4:30pm

26 December 9, 2019 all Pre-Conference Training Rooms and Affiliate Meeting Rooms with Tuesday, December 10 functions to be set by 4:30pm.

27 December 10, 2019, participate in On-Site Staff meeting regarding Audio Visual equipment in the various meeting room types and use of Nextels

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Task Description28 December 10, 2019, all educational meeting rooms, affiliate meeting

rooms and Show Management Rooms not utilized on December 9th to be set and ready by 4:30pm

29 December 10, 2019, all electronic signage outside meeting rooms not being used on Tuesday, December 10, 2019 set by 4:30pm

30 December 10, 2019, Plenary Session set and ready for Wednesday, December 11 am Plenary. All names rehearsed

31 December 11, 2019, conduct rehearsal and produce Opening Plenary Session. Save audio and visual of the session

32 December 11, 2019 coordinate with LACC on dock assignments and restrictions for load-out on December 13

33 December 11, 2019, Plenary Session set and ready for Thursday, December 12 am Plenary. All names rehearsed

34 December 12, 2019, conduct rehearsal and produce Plenary Session. Save audio and visual of the session.

36 December 12, 2019, Plenary Session set and ready for Friday, December 13 Closing Keynote Session. All names rehearsed

37 December 13, 2019, conduct rehearsal and produce Closing Keynote Session. Save audio and visual of the session.

38 December 13, 2019, present CSRA Technical Manager with electronic copy of all plenary sessions audio and visual tapings

40 December 13, 2019 after 1:00 pm and before 11:59 pm begin move-out of all equipment and electronic signboards in offices, registration and meeting space. All tape removed and meeting space, registration and offices left clean and clear.

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SUBMISSION REQUIREMENTS:

Section 1: Company Profile

Please limit to no more than two pages. CV’s or résumés will not count toward the page limit.

1. Provide a description of your business 2. CV’s or résumés of key personnel-in a leading paragraph, please

indicate how much time each person(s) will devote to this project and what other projects this person (s) undertake at the same time.

Section 2:

Approach

1. Do you have remote offices in California? a. If yes, which cities?

2. Will you require the use of a sub-contractor?

a. If yes, name company.

3. How many shows have you serviced at the Los Angeles Convention Center in the past 5 years?

4. Do you currently serve as the official Audio Visual

Management, Equipment and Production Services Contractor for the above property?

5. How do you assist clients with staying within budget?

6. What other types of services/products do you provide that

may be of interest to ICMA?

Planning the Event: 7. Planning for the National Brownfields Training Conference is

on an unusually short planning timeframe for the 2019 event. Please describe how your firm will be ready to start with essential key tasks including:

a. Finalizing Plenary Session stage and room set b. Working with local Labor c. Other

8. How would the company and its staff participate in planning

meetings?

9. What is the charge, if any, for staff to accompany the event organizer on site visits?

10. Please list any specialty items, etc., and the potential cost savings to ICMA.

11. Various ancillary groups (separate from ICMA) are permitted to

hold meetings and social functions during our annual conference. Are you prepared to provide service to these groups and provide separate billing?

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12. Would ICMA receive any discounts/rebates if these other

groups utilize your services?

13. What size store room is required onsite? Costs & Services:

14. Describe the company’s payment policy, including any deposits required and how any discrepancies are handled:

Labor:

15. Indicate the types and levels of insurance the company carries:

16. Errors & Omissions Insurance:

Workers Compensation Insurance: Commercial Liability Insurance: Commercial Automobile Liability Insurance: Other:

Additional Services and Products: 17. Share any additional services or products not officially requested in

this proposal that could be of use or interest to ICMA.

Section 3.

Pricing 1. On the attached worksheet, provide an itemized listing of your proposed pricing. State where there may be extra fees for either customizations or extra services.

CONTRACT TERM AND DELIVERY DATES ICMA expects to award a one-year term. Final delivery dates will be negotiated upon award. EVALUATION AND AWARD PROCESS Offers will be evaluated based upon:

1. ability to match the qualifications set forth in this solicitation a. section 1 (10%) b. section 2 (45%) c. section 3 (45%)

ICMA reserves the right to award under this solicitation without further negotiations. The respondents are encouraged to offer their best terms and prices with the original submission.

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INSTRUCTIONS TO THE RESPONDENTS Respondents interested in providing the services described above should submit a proposal following the prescribed format in the Submission Requirements section of this RFP. Adherence to the proposal format by all respondents will ensure a fair evaluation with regard to the needs of ICMA. Respondents who do not follow the prescribed format may be deemed non-responsive. A letter transmitting the proposal must be signed by an officer of the firm authorized to bind the respondent as required by this solicitation.

1. Transmission letter 2. Package no more than 15 pages excluding CV’s or resumes and required forms 3. Completed and signed required forms

Packages must be submitted electronically to Representative, Grants and Contracts Administration at workwithus@icma.org with copies to schelhornbennett@aol.com and rshah@icma.org. Place “Brownfields 2019/ Audio Visual Management, Equipment and Production Services” in the subject line. No phone calls please. Applications received after the closing date stated on the top of page 1 will be rejected. APPENDICES (REQUIRED FORMS) W-9 New Vendor Form GENERAL CONDITIONS Proposal Submission - Late proposals and proposals lacking the appropriate completed forms will be returned. Faxed proposals will not be accepted. Proposals will not be accepted at any other ICMA location other than the email address above. If changes are made to this solicitation, notifications will be sent to the primary contact provided to ICMA from each Respondent. Proprietary Information - Careful consideration should be given before confidential information is submitted to ICMA as part of your proposal. Review should include whether it is critical for evaluating a proposal, and whether general, non-confidential information, may be adequate for review purposes. Information submitted to ICMA that the Respondent wishes to have treated as proprietary and confidential trade secret information, should be identified and labeled "Confidential" or "Proprietary" on each page at the time of disclosure. This information should include a written request to except it from disclosure, including a written statement of the reasons why the information should be excepted. However, ICMA cannot guarantee the confidentiality of any information submitted. Contract Award - ICMA anticipates making one award under this solicitation. It may award a contract based on initial applications without discussion, or following limited discussion or negotiations. Each offer should be submitted using the most favorable cost and technical terms. ICMA may request additional data or material to support applications. ICMA expects to notify Respondents in approximately one week from the proposal due date whether your proposal has been selected to receive an award.

Limitation - This solicitation does not commit ICMA to award a contract, pay any costs incurred in

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preparing a proposal, or to procure or contract for services or supplies. ICMA reserves the right to accept or reject any or all proposals received, to negotiate with all qualified sources, or to cancel in part or in its entirety the solicitation when it is in ICMA's best interest.

Disclosure Requirement - The Respondent shall disclose any indictment for any alleged felony, or any conviction for a felony within the past five years, under the laws of the United States or any state or territory of the United States, and shall describe circumstances for each.

When a Respondent is an association, partnership, corporation, or other organization, this disclosure requirement includes the organization and its officers, partners, and directors or members of any similarly governing body. If an indictment or conviction should come to the attention of ICMA after the award of a contract, ICMA may exercise its stop-work right pending further investigation, or terminate the agreement.

No Gifts - It is ICMA’s Policy that no gifts of any kind and of any value be exchanged between respondents and ICMA personnel. Discovery of the same will be grounds for disqualification of the vendor from participation in any ICMA’s procurements and may result in disciplinary actions against ICMA personnel involved in such discovered transactions.

Equal Opportunity - In connection with the procurement of the specified services, the firm warrants that it shall not discriminate because of race, color, religion, sex, national origin, political affiliation, non-disabling physical and mental disability, political status, matriculation, sexual orientation, gender identity or expression, genetic information, status as a veteran, physical handicap, age, marital status or any other characteristic protected by law.

Small and Disadvantaged Businesses – ICMA shall use good faith efforts to provide contracting and procurement opportunities for SDB’s. SDB categories include minority business enterprises (MBE), woman-owned business enterprises (WBE), small veteran and disabled veteran owned businesses, Historically Black Colleges and Universities (HBCUs), predominantly Hispanic Universities (HACUs), small businesses in Historically Under-utilized Zones (HUB Zones) and private voluntary organizations (PVOs) principally operated and managed by economically disadvantaged individuals.

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EXAMPLETERMS&CONDITIONS

PURCHASEORDERTERMS

PurchaseOrderNumberThe Purchase Order Number on page one must appear on all packages, delivery documents, invoices and correspondence.

PaymentTerms

Payment shall be linked to the timely delivery and approval of the described services or supplies. In case the services or supplies are not delivered on the Deliver By Date, ICMA is under no obligation to accept the services or supplies. Vendor will provide payment information including bank account and wire instructions as requested by ICMA. Invoice shall be paid by ICMA within thirty (30) days of invoice submission subject to acceptance of services or supplies. Electronic submission (email) of invoices shall be sent to__________________________________ at with a copy to at .

AcceptanceofTerms

Acceptance of this Order by Vendor may be made by signing the acknowledgment copy hereof or by partial performance hereunder, and any such acceptance shall constitute an unqualified agreement to all terms and conditions set forth herein unless otherwise modified in writing by the parties. Any additions, deletions or differences in the terms proposed by Vendor are objected to and hereby rejected, unless Buyer agrees otherwise in writing. No additional or different terms and conditions proposed by the Vendor in accepting this Order shall be binding upon Buyer unless accepted in writing by Buyer and no other addition, alteration or modification to, and no waiver of any of the provisions herein contained shall be valid unless made in writing and executed by Buyer and Vendor. Vendor shall perform in accordance with the Description/Quantity schedule set forth in this Order and all attachments thereto.

GeneralRelationship

Nothing contained in this contract shall be construed to (a) create the relationship of principal and agent, employer and employee, joint venture, or partnership between ICMA and the Vendor; and Vendor agrees that in all matters relating to this Order it shall be acting as an independent contractor and shall assume and pay all liabilities and perform all obligations imposed with respect of the performance of this Order.

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Sell shall have no right, power or authority to create any obligation, expressed or implied, on behalf of Buyer and/or Buyer’s customers and shall have no authority to represent Buyer as an agent.

SubcontractsandAssignments

Vendor agrees to obtain Buyer’s approval before subcontracting this Order or any substantial portion thereof; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Further, this Order shall not be assigned or delegated by Vendor without the prior written consent of Buyer.

TerminationforConvenience

Either party may terminate this Order, in whole or in part, at any time for any reason whatsoever upon 10 days' written notice to the other party. Upon termination, the Buyer shall pay the Vendor only for work performed and documented expenses incurred by the Vendor prior to the date of termination. Under no circumstance shall Buyer be liable for any other damages whatsoever, including loss of anticipated profit on account of such termination. Notwithstanding any partial termination of services, Vendor shall continue to perform and complete any remaining services required.

TerminationforDefault

Buyer may, by written notice of default to Vendor, terminate the whole or any part of this Order in any one of the following circumstances: Vendor fails to make delivery of the supplies or to perform the services within the time specified herein or any extension thereof; or Vendor fails to perform any of the other provisions of this Order or so fails to make progress as to endanger performance of the Order in accordance with its terms, and in either of the circumstances specified in this subpart (a)(i) does not cure such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure; Vendor becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or Vendor fails to provide Buyer, in writing, within a reasonable time after demand by Buyer, adequate assurances of performance by Vendor.

ChangesandModifications

The Buyer may at any time, by written order, make changes within the general scope of this order in any one or more of the following: (a) description of services to be performed; (b) period of performance; and (c) place of performance. If any such change causes an increase or decrease in the cost of, or the time required for performance of any part of the work under this contract, the ICMA Contracting Officer shall make an equitable adjustment in the order price, the delivery schedule, or both, and shall modify the order.

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The Vendor must assert its right to an adjustment under this clause within 30 days from the date of receipt of the written order.

Confidentiality

The Vendor shall maintain the confidentiality of any information regarding applicants, project participants, and persons responding to any questionnaire or survey, and member of their families that may be obtained through questionnaires, application forms, interviews, tests, reports from public agencies, or other sources. Such information shall be divulged only as authorized in writing by the technical monitor identified in this Order or an Officer of ICMA.

Inspection

All goods supplied and services performed shall be subject to inspection and test by Buyer, its agents and its customers at all reasonable times and places, whether during or after manufacture as to goods, or performance as to services, and notwithstanding the terms of delivery or payment or, as to goods, that title has not yet passed to Buyer or its customers. In the event goods or services are not in accordance with the specifications and instructions of Buyer, Buyer may require prompt correction, repair replacement or re-performance thereof at Buyer’s option and Vendor’s sole expense. If Vendor is unable to accomplish the foregoing, then Buyer may procure such goods or services from another source and charge to Vendor’s account all costs, expenses and damages associated therewith.

DataRights

The Vendor shall furnish to ICMA copies of all written products (papers, manuscripts, and notes), data, or any other information or materials (e.g., photographs, graphic presentations, manuals or log, work or processing instructions) compiled, produced, or resulting directly from performance of the work. The Vendor hereby transfers all rights, title and interest worldwide to any such written product, data, or any other information or materials to ICMA. A manuscript prepared under this Agreement shall be a work made for hire within the meaning of the Copyright Act of 1976. ICMA shall hold all rights to the manuscript without limitation and may register the copyright in its name. Upon request, ICMA may decide to transfer publication rights to the Vendor, but such transfer must be authorized in writing and signed by a center director or officer of ICMA. The Vendor shall credit ICMA as instructed if such publishing is authorized. In the event that any work under this Agreement is pursuant to a contract or grant from a government agency or other sponsor to ICMA, any relevant provisions from the contract or grant shall be deemed to be incorporated in this Agreement: (a) in such manner as to make the Vendor subject to the obligations imposed by such provisions; and (b) to the extent necessary to enable ICMA to perform its obligations under the grant/contract and to enable the contracting/granting agency to enforce its rights there under.

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Indemnification

Each party shall be acting as independent contractors in the performance of this work, and shall be responsible for the payment of claims for loss, personal injury, death, property damage or otherwise arising out of any act or omission of their respective employees or agents in connection with the performance of this work for which they may be held liable under applicable law. Each party shall maintain at its sole expense adequate insurance or self-insurance coverage to satisfy its obligations under this contract. Nothing contained herein shall be deemed an express or implied waiver of the sovereign immunity of the Buyer or the Vendor.

GoverningLaws

This Order shall be governed by and construed in accordance with the laws of the District of Columbia, U.S.A., without regard to its conflict or choice of law provisions.

DisputeResolution

In case of a dispute regarding the interpretation of any part of this Order, the parties shall use their best efforts to arrive at a mutually acceptable resolution. The Vendor shall proceed diligently with its performance of the work under this Order pending the final resolution of any dispute arising or relating to this Order. The Buyer shall continue to pay the Vendor for its performance under the Order except for those items related to the dispute.

OrderofPrecedence

In the event of an inconsistency or conflict between provisions of this Order, the inconsistency or conflict shall be resolved by giving precedence in the following order:

1. Purchase Order and any purchase descriptions contained therein. 2. Purchase Order Standard Terms and Conditions and Exhibits thereto. 3. Specifications and/or drawings. 4. Other provisions when attached

CompliancewithPolicies

Vendor has access to, read and agrees to abide by ICMA’s Code of Conduct. Vendor agrees that any and all violations of this provision shall constitute a material breach of this Agreement.

CompliancewithUSExecutiveOrders

U.S. law prohibits transactions with, and the provisions of resources and support to, individuals and organizations associated with terrorism. By signing this purchase order, you agree that you are in compliance with the US Executive Order prohibiting terrorism financing.

18

EntireAgreement

This Order, including all documents incorporated herein by reference, shall constitute the entire agreement and understanding between the parties hereto and shall supersede and replace any and all prior or contemporaneous representations, agreements or understandings of any kind, whether written or oral, relating to the subject matter hereof.

19

REQUIRED FORMS

Vendor Information

Vendor Name: TIN/SSN:

Address:

State: Zip Code: Phone: Fax:

Contact: Email: Invoice Remittance Address same as above

Address:

State: Zip Code:

Phone: Fax:

Contact: Email:

Corporation Partnership

Medical Corporation Non-Resident

Sole Proprietorship/Independent Contractor Government Entity

Tax Exempt Organization under IRS (501) Rules 1099

American Indian Owned Veteran Owned Business

HUB Zone Firm* Service Disabled Veteran Owned

Small Business Disabled

Large Business (500+) Nonprofit Organization

Disadvantaged Business** Sheltered

Woman Owned Business Foreign Supplier

Limited Liability Company Historically Black College/University

* FAR Clause 52.219-1(d) (2) Under 15 U.S.C 645(d), any person who misrepresents a firm’s status as a small, HUBZone small, small disadvantaged, or women-owned small business concern in order to obtain a contract to be awarded under the preference programs established pursuant to section 8(a), 8(d), 9 or 15 of the Small Business Act or any other provision of Federal law that specifically references sections 8(d) for a definition of program eligibility, shall: (i) Be punished by imposition of fine, imprisonment or both; (ii) Be subject to administrative remedies, including suspension and debarment and (iii) Be ineligible for participation in programs conducted under the authority of the Act. **Hub Zone and Small Disadvantaged Business must provide a copy of their certificate with this form.

Form W-9(Rev. December 2014)Department of the Treasury Internal Revenue Service

Request for Taxpayer Identification Number and Certification

Give Form to the

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2.

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

2 Business name/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification; check only one of the following seven boxes:

Individual/sole proprietor or single-member LLC

C Corporation S Corporation Partnership Trust/estate

Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership)

Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner.

Other (see instructions)

4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):Exempt payee code (if any)

Exemption from FATCA reporting

code (if any)(Applies to accounts maintained outside the U.S.)

5 Address (number, street, and apt. or suite no.)

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 Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter.

Social security number

– –

orEmployer 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 on page 3.

Sign Here

Signature of

U.S. person Date

General InstructionsSection references are to the Internal Revenue Code unless otherwise noted.

Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.

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? on 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? on page 2 for further information.

Cat. No. 10231X Form W-9 (Rev. 12-2014)

Form W-9 (Rev. 12-2014) Page 2

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 Publication 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 28% 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 Part II instructions on page 3 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 on page 3 and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships above.

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 on page 3 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.

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, list first, and then circle, the name of the person or entity whose number you entered in Part I of 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 1a. 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.

Form W-9 (Rev. 12-2014) Page 3

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 in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3.

Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the “Limited Liability Company” box and enter “P” in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the “Limited Liability Company” box and in the space provided enter “C” for C corporation or “S” for S corporation. If it is a single-member LLC that is a disregarded entity, do not check the “Limited Liability Company” box; instead check the first box in line 3 “Individual/sole proprietor or single-member LLC.”

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in 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

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

1 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.

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. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on this page), 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 the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local 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. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, 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.

Form W-9 (Rev. 12-2014) Page 4

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate 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), 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 individual2. Two or more individuals (joint

account)The actual owner of the account or, if combined funds, the first individual on the account1

3. Custodian account of a minor (Uniform Gift to Minors Act)

The minor2

4. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law

The grantor-trustee1

The actual owner1

5. Sole proprietorship or disregarded entity owned by an individual

The owner3

6. Grantor trust filing under Optional Form 1099 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:

7. Disregarded entity not owned by an individual

The owner

8. A valid trust, estate, or pension trust Legal entity4

9. Corporation or LLC electing corporate status on Form 8832 or Form 2553

The corporation

10. Association, club, religious, charitable, educational, or other tax-exempt organization

The organization

11. Partnership or multi-member LLC The partnership12. A broker or registered nominee The broker or nominee

13. 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

14. 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 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 on page 2.

*Note. 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 Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system 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.

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 contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

Visit IRS.gov 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.