ESBD_563856_1790723259501_RFP 26-1400 Primary Depository Services final.pdf

Brazos River Authority • 4600 Cobbs Drive • Waco, Texas 76710

REQUEST FOR PROPOSALS

PRIMARY DEPOSITORY SERVICES

RFP No. 26-1400

RFP Issued September 29, 2026

Pre-Proposal Zoom Conference

October 7, 2026, at 11:00 AM https://us06web.zoom.us/j/84245985514?p wd=JYsOrKiBau0y4DRfZh7s2vDBlYip5h.1

Questions Due October 14, 2026

Addendum / Responses October 22, 2026

Proposals Due November 3, 2026, at 10:00 AM

Proposal Opening

November 3, 2026, at 11:30 AM / Proposals will be opened virtually at the link below:

https://youtube.com/live/1hcElGuD9i0?feat ure=share

Submission Method BidNet Direct / Drop Box Submission / Mail- In Delivery

All qualified firms, including service-disabled veterans are encouraged to submit proposals in response to this request.

Valley View Consulting, L.L.C. is assisting the Authority with the preparation of this RFP and the evaluation of Proposals received.

https://us06web.zoom.us/j/84245985514?pwd=JYsOrKiBau0y4DRfZh7s2vDBlYip5h.1 https://us06web.zoom.us/j/84245985514?pwd=JYsOrKiBau0y4DRfZh7s2vDBlYip5h.1 https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fyoutube.com%2Flive%2F1hcElGuD9i0%3Ffeature%3Dshare&data=05%7C02%7Cbryan.gray%40Brazos.org%7C83710b87421944bb7bf608df1da299f0%7C1d162e7ed166431ab98df88aadc1368d%7C0%7C0%7C639262256364602580%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=BXpimBvMN6MuXk0sliDjxgSncm0gUtNMwpqxg%2F73DQQ%3D&reserved=0 https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fyoutube.com%2Flive%2F1hcElGuD9i0%3Ffeature%3Dshare&data=05%7C02%7Cbryan.gray%40Brazos.org%7C83710b87421944bb7bf608df1da299f0%7C1d162e7ed166431ab98df88aadc1368d%7C0%7C0%7C639262256364602580%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=BXpimBvMN6MuXk0sliDjxgSncm0gUtNMwpqxg%2F73DQQ%3D&reserved=0

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TABLE OF CONTENTS

TITLE PAGE

Request for Proposal Cover Page

General

Current Conditions

Proposal Requirements

Evaluation Procedures

Administrative Requirements

Procurement Schedule………………………………………………………………………10

Proposal Forms………………………………………………………………………………11

Acknowledgement of Request for Proposals and Receipt of Addenda 12

W-9 13

Conflicts of Interest Questionnaire [CIQ] form 19

Non-Collusion Affidavit Form 21

Proposed Depository Services Contract 22

1. General

The Brazos River Authority (BRA) is requesting Proposals from qualified financial institutions, to provide the BRA with primary depository services. ☐

The BRA desires to enter into a depository services contract of mutual party benefit and reserves the right to contact and negotiate with all proposers regarding their Proposals prior to award, to clarify, verify, or request information regarding any Proposal.

2. Current Conditions

The BRA currently uses Wells Fargo Bank as its depository bank.

Transactions by Account

BRA utilizes ADP’s fully‑funded payroll service. ADP withdraws the total payroll amount directly from BRA’s account and handles all payroll‑related disbursements, including employee direct deposits, tax withholdings, and third‑party payments. As a result, BRA does not originate or transmit ACH payroll files to the depository bank.

Average Monthly Balances

BRA has averaged approximately $4.7M for the last 12 months in the sweep balances, but the balance can exceed $25 million during certain times of the month.

NUMBER AMOUNT NUMBER AMOUNT

Brazos River Authority Disbursement Account $192,484 87 $8,475,496 32 $8,666,093 $1,987 Money Market Fund Sweep $7,100,783 $2,314,014 $5,844,825 $3,569,971

TOTAL $192,484 87 $8,475,496 32 $8,666,093 $1,987

Brazos River Authority Bank Accounts

Based on July 2026 Transactions

CREDITS DEBITS

DESCRIPTION

BEGINNING

BALANCE

ENDING

BALANCE

Month Ledger Collected Aug-25 $104,510 $0 Sep-25 $495,025 $0 Oct-25 $78,997 $0 Nov-25 $11,272 $0 Dec-25 $100,633 $0 Jan-26 $55,555 $0 Feb-26 $46,290 $0 Mar-26 $72,320 $0 Apr-26 $87,688 $0 May-26 $136,270 $0 Jun-26 $55,995 $2,697 Jul-26 $12,001 $0

Average $104,713 $225

Brazos River Authority Average Monthly Balances

Bank Services Fee Schedule – See included Excel Spreadsheet

Brazos River Authority Fee Schedule

Responding Bank:

Service Description Volume Price Monthly Charges

Balance & Compensation Information Recoupment Monthly 4700 -

General Account Services Desktop Deposit- Deposit Credited 29 - Acct Maintenance 1 - Debits Posted 32 -

Depository Services Desktop Deposit-Deposited Item 98 - Return Item Service Mthly Base 1 -

Paper Disbursement Services Positive Pay Monthly Base 1 - OTC Debit Block Monthly Base 1 - DDA Checks Paid 146 - Payee Validation Standard-Item 145 -

Paper Disbursement Recon Services Online Check Issues - Item 135 - ARP Monthly Base - Full 1 - ARP Full Recon - Item 135 - ARP Optional Reports 1 - ARP Aged Issue Records On File - Item 1 - Online ARP STMT & RPTS Monthly Base 1 -

General ACH Services Electronic Credits Posted 87 - ACH Monthly Base 1 - ACH Future Dated Item 3 - ACH Received Item 35 - ACH Received Addenda 66 - ACH Transmission Charge 3 - ACH Fraud Filter Review Mo Base 1 -

EDI Payment Services Payment Mgr Inbound Transmission 5 - Payment Mgr Rpt Subscription Mo Base 1 -

Integrated Payables & Receivables Payment Mgr Rpt Subscription Mo Base 1 -

Wire & Other Funds Transfer Service Wire In to USA Acct- USA Domestic 1 -

Wire In Drawdown Response - USA Acct 2 - Wire Out Domestic Vantage/API 2 -

Information Services Wire Template Online 13 - Desktop Deposit Report Per Item 16 - Desktop Deposit Discretionary Data 162 - Desktop Deposit Monthly Base 1 - Premium Info Rptg Base Per Acct 1 - Reporting Items Loaded 276 -

Investment/Custody Services Sweep Stagecoach Mutual Fnd Mo Base 1 - Sweep Account Position Report 1 - Sweep Stagecoach Mutual Fnd Electnic 1 -

TOTAL $0.00

3. Proposal Requirements

All qualified financial institutions must have a main office or a branch office operation within the municipal boundaries of Waco, Texas.

The BRA specifically requests succinct submittals tailored to the general and discipline-specific scopes of services. All submittals become the property of the BRA.

FAILURE TO SUBMIT ANY OF THE REQUESTED INFORMATION WILL BE

GROUNDS FOR REJECTION OF PROPOSAL OR DELAY ISSUANCE OF A

PURCHASE ORDER/CONTRACT.

Include the following:

(1) Provide name, title and office location of person who will be the principal contact for the BRA and the billing location if different.

(2) Please provide a list of at least three (3) comparable references of Texas Public Funds clients, preferably primary depository relationships in the table below.

Please provide a list of at three (3) comparable references of Texas public funds clients, preferably primary depository relationships, in the table below:

Entity & Length of relationship Contact Name & Title Phone

Include the following completed and signed forms. Failure to submit the required forms will result in rejection of the proposal as non-responsive.

(1) Complete and submit the attached W-9 form, or if foreign entity submit the appropriate tax document information.

(2) Complete and submit the attached “Conflicts of Interest Questionnaire [CIQ]” form.

(3) Complete and submit the “Acknowledgment of Request for Proposals and Receipt of Addenda” form. Respondent is required to complete, sign and submit this form with Respondent’s Proposal. Failure to complete, sign and submit this form with Respondent’s Proposal will disqualify the entire Proposal as non-responsive.

(4) Complete and submit the Non-Collusion Affidavit form.

(5) The MS-Excel Bank Service Fee Schedule. Please include the bank name in the name of the Excel file, as in BRA Fee Schedule – ABC Bank.

(6) The Expected Bank Services Questionnaire.

(7) Pro-Forma Account Analysis statement using your format and service descriptions that reflect your proposed fees based on the volumes provided in this RFP and indicate any capability to provide the information electronically.

4. Evaluation Procedures Proposals will be evaluated on the factors listed below.

• Ability of proposer to perform and provide the required and requested services;

• References provided and quality of services;

• Cost of services;

• Transition cost, retention and transition offers, and incentives;

• Interest rates on interest bearing accounts and deposits;

• Earnings credit rate on compensating balances;

• Previous service relationship with the BRA;

• Convenience of location(s);

• Completeness of Proposal;

• Financial strength and stability of the institution

Phase 1: Evaluation of the services provided and financial impact of each Proposal to the BRA.

Phase 2: Favorable Proposals may be invited to provide additional information and demonstrate their banking services and platforms.

Phase 3: The references provided will be contacted for additional information regarding the bank’s performance.

DISCUSSIONS/NEGOTIATIONS

Discussions/negotiations may be conducted with offerors who are deemed to be within the final competitive range; however, the BRA reserves the right to award a contract without discussions / negotiations. The competitive range will be determined by the BRA and will include only those initial offers that the BRA determines have a reasonable chance of being awarded a contract. If discussions/negotiations are conducted, respondents will be required to submit a best and final offer.

• Best and Final Offers. If discussions/negotiations are conducted, respondents will be required to submit a best and final offer if price/delivery is changed from the originally submitted proposal. Best and final offers must be received by the date/time provided during discussions/negotiations or the originally submitted proposal will be used for further evaluation and award recommendation.

The Final Recommendation will be based on the most advantageous overall submittal as determined by the BRA.

5. Administrative Requirements

5.1 RFP Inquiries

All communication related to this RFP shall only be directed to the Purchasing Manager via https://www.bidnetdirect.com/texas/brazosriverauthority The Purchasing Manager will direct any inquiries to the appropriate BRA staff, a response will be issued and if warranted, an Addendum will be posted on the BidNet Direct site.

5.2 Respondent’s Past Performance

“BRA may consider the Respondent’s past performance in providing banking or financial services to governmental entities, including references and documented service-level history.”

5.3 Conflict of Interest

Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local government entity (i.e., Brazos River Authority) must disclose in the Conflicts of Interest Questionnaire Form ("CIQ") the person's affiliation or business relationship that might cause a conflict of interest with the local government entity. By law, the CIQ must be filed with the BRA Records Management Officer no later than seven (7) days after the date the person begins contract discussions or negotiations with the BRA, or submits an application or response to a Request for Proposals, correspondence, or another writing related to a potential agreement with the BRA. Updated Questionnaires must be filed in conformance with Chapter 176.

A copy of the CIQ is attached. If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 carries a penalty up to a Class A misdemeanor. For your convenience, the current BRA Board of Directors can be found here: https://brazos.org/about-us/about-the-bra/board-of-directors.

https://www.bidnetdirect.com/texas/brazosriverauthority https://brazos.org/about-us/about-the-bra/board-of-directors https://brazos.org/about-us/about-the-bra/board-of-directors

5.4 Disclosure of Interested Parties

The selected firm must comply with Section 2252.908 of the Texas Government Code (Disclosure of Interested Parties – Form 1295), if applicable. Publicly traded companies and wholly owned subsidiaries of publicly traded companies are exempt under Texas Ethics Commission rules.

https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm

5.5 Term of Agreement

The term of this Contract shall be for a period of two (2) years, commencing on May 1, 2027, and may be renewed by subsequent agreement of the parties for up to two (2) additional two (2) year periods, for a total potential term of six (6) years.

5.6 Contract

BRA anticipates using the provided Depository Services Agreement for the resulting contract. BRA may award a contract without negotiation; however, the selected financial institution may request modifications necessary to comply with regulatory, collateral, custodial, or security requirements. Submission of a proposal does not confer any right to award. BRA reserves the right to evaluate proposals in accordance with its procurement policies and to waive minor administrative irregularities.

5.7 Governing Statutes

• Chapter 176, Texas Local Government Code

• Chapter 2256, Texas Government Code, “Public Funds Investment Act” as amended

• Chapter 2257, Texas Government Code, “Public Funds Collateral Act” as amended.

• Brazos River Authority adopted Investment Policy.

• Chapter 131, Sub-chapter Z, Sec. 131.903, Conflict of Interest, Texas Local

Government Code, “Finances

5.8 Delivery of Proposal Submittals

Proposals may be submitted in one of the following manners:

Electronic Transmission. Electronic Transmission. Electronic submittals will be received on the following platform. BidNet Direct requires you to register at no charge.

Drop Box Submission Prior to Proposal Submission Deadline: Hand delivery of one sealed, clearly identified original signed paper copy submission may be received up to the proposal submission deadline contained in the solicitation at the Brazos River Authority Waco Central Office, 4600 Cobbs Dr. Waco, Texas 76710, utilizing the secure drop box located at the entrance of the office building. The BRA shall not be responsible for submissions that are not properly identified. Proper identification of Respondent’s proposal is the sole responsibility of the Respondent and failure to do so may result in the submission not being included in the proposal opening.

https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm

Mail-In Delivery: Mailed by commercial carrier, overnight or express mail, one sealed clearly identified original signed paper copy submission may be accepted by the Purchasing Agent or other designee up to the proposal submission deadline contained in the solicitation at the Brazos River Authority Waco Central Office, 4600 Cobbs Drive, Waco, Tx. 76710. The BRA shall not be responsible for submissions that are not properly identified. Proper identification of Respondent’s proposal is the sole responsibility of the Respondent and failure to do so may result in the submission not being included in the proposal opening.

PROCUREMENT SCHEDULE

Thursday, October 1, 2026 RFP available to prospective financial institutions ☐

Wednesday, October 7, 2026 Non-mandatory Pre-Proposal Conference via Zoom (11:00 A.M.)

https://us06web.zoom.us/j/84245985514?pwd=JYsOr KiBau0y4DRfZh7s2vDBlYip5h.1

Wednesday, October 14, 2026 Deadline for Questions/Requests for Additional

Information (4:00 P.M. via BidNet Direct) https://www.bidnetdirect.com/texas/brazosriverauthori ty

Thursday, October 22, 2026 Deadline for the BRA Responses to Questions (4:00

P.M.), Addendum to be posted on the BidNet Direct site.

https://www.bidnetdirect.com/texas/brazosriverauthori ty

Tuesday, November 3 , 2026 Responses due via https://www.bidnetdirect.com/texas/brazosriverau thority

10:00 AM

Week of December 14, 2026 Bank Presentation/Demonstrations (if necessary)

Monday, January 25, 2027 Anticipated Board of Directors consideration of award

(10:30 AM)

Saturday, May 1, 2027 New Depository Services Contract period begins https://us06web.zoom.us/j/84245985514?pwd=JYsOrKiBau0y4DRfZh7s2vDBlYip5h.1 https://us06web.zoom.us/j/84245985514?pwd=JYsOrKiBau0y4DRfZh7s2vDBlYip5h.1

6. Proposal Forms Include the following completed and signed forms. Failure to submit the required forms will result in rejection of the proposal as non-responsive.

• Acknowledgment of Request for Proposals and Receipt of Addenda form. Failure to complete, sign and submit this form with Respondent’s Proposal will disqualify the entire Proposal as non-responsive.

• W-9 form, or if foreign entity submit the appropriate tax document information.

• Conflicts of Interest Questionnaire [CIQ] form. .

• Complete and submit the Non-Collusion Affidavit form.

SEPARATE ATTACHMENTS LISTED IN BIDNET

• The MS-Excel Bank Service Fee Schedule Please include the bank name in the name of the Excel file, as in BRA Fee Schedule

– ABC Bank.

• The Expected Bank Services Questionnaire.

• Pro-Forma Account Analysis statement

REQUEST FOR PROPOSALS

PRIMARY DEPOSITORY SERVICES

RFP NO. 26-1400

ACKNOWLEDGMENT OF REQUEST FOR PROPOSALS AND

RECEIPT OF ADDENDA

RESPONDENT MUST ACKNOWLEDGE RECEIPT OF THIS REQUEST FOR

PROPOSALS AND ADDENDA BY SIGNING BELOW AND SUBMITTING THIS

ACKNOWLEDGEMENT WITH YOUR PROPOSAL. FAILURE TO SIGN THIS

ACKNOWLEDGEMENT WILL DISQUALIFY THE PROPOSAL AS NON-RESPONSIVE.

SIGNATURE MAY BE DIGITAL, ELECTRONIC OR HANDWRITTEN.

This acknowledgement shall become part of your response and the subsequent contract documents if applicable.

ACKNOWLEDGMENT OF REQUEST FOR PROPOSALS:

Respondent hereby acknowledges that it has received and read the Request for Proposals and all Addenda, and that this Proposal is made in accordance with the provisions thereof.

Respondent acknowledges that this Proposal meets or exceeds all terms, requirements, conditions, and/or specifications set forth in the Request for Proposals and Addenda, and exceptions or deviations from such terms, requirements, conditions, and/or specifications, if any, have been clearly and conspicuously identified as such in the Proposal.

Does your company have ten (10) or more full-time employees? Check one box only.

YES NO

Name of Financial Institution (Respondent)

Address of Financial Institution

FDIC or NCUA Certificate #

Printed Name of Officer and Title

Signature

Form W-9 (Rev. March 2024)

Request for Taxpayer Identification Number and Certification

Department of the Treasury

Internal Revenue Service Go to www.irs.gov/FormW9 for instructions and the latest information.

Give form to the requester. Do not send to the IRS.

Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below.

P ri n t o r ty p e

S e e S p ec if ic

In st ru ct io n s o n p a g e

1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner’s name on line 1, and enter the business/disregarded entity’s name on line 2.)

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

3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check only one of the following seven boxes.

Individual/sole proprietor C corporation S corporation Partnership Trust/estate

LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership)

Note: Check the “LLC” box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate box for the tax classification of its owner.

Other (see instructions)

3b If on line 3a you checked “Partnership” or “Trust/estate,” or checked “LLC” and entered “P” as its tax classification, and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check this box if you have any foreign partners, owners, or beneficiaries. See instructions

4 Exemptions (codes apply only to certain entities, not individuals;

see instructions on page 3):

Exempt payee code (if any)

Exemption from Foreign Account Tax

Compliance Act (FATCA) reporting code (if any)

(Applies to accounts maintained outside the United States.)

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

6 City, state, and ZIP code

Requester’s name and address (optional)

7 List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a

TIN, later.

Note: If the account is in more than one name, see the instructions for line 1. See also What Name and

Number To Give the Requester for guidelines on whose number to enter.

Social security number or Employer identification number

Part II Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue

Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3. I am a U.S. citizen or other U.S. person (defined below); and

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

Sign Here

Signature of

U.S. person Date

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

Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.

What’s New Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the “LLC” box and enter its appropriate tax classification.

New line 3b has been added to this form. A flow-through entity is required to complete this line to indicate that it has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow-through entity in which it has an ownership interest. This change is intended to provide a flow-through entity with information regarding the status of its indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065).

Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS is giving you this form because they

Cat. No. 10231X Form W-9 (Rev. 3-2024)

Form W-9 (Rev. 3-2024) Page 2 must obtain your correct taxpayer identification number (TIN), which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following.

• Form 1099-INT (interest earned or paid).

• Form 1099-DIV (dividends, including those from stocks or mutual funds).

• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds).

• Form 1099-NEC (nonemployee compensation).

• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers).

• Form 1099-S (proceeds from real estate transactions).

• Form 1099-K (merchant card and third-party network transactions).

• Form 1098 (home mortgage interest), 1098-E (student loan interest), and 1098-T (tuition).

• Form 1099-C (canceled debt).

• Form 1099-A (acquisition or abandonment of secured property).

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

Caution: If you don’t return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later.

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued);

2. Certify that you are not subject to backup withholding; or

3. Claim exemption from backup withholding if you are a U.S. exempt payee; and

4. Certify to your non-foreign status for purposes of withholding under chapter 3 or 4 of the Code (if applicable); and

5. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting is correct. See What Is FATCA Reporting, later, for further information.

Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien;

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

• An estate (other than a foreign estate); or

• A domestic trust (as defined in Regulations section 301.7701-7).

Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding. Payments made to foreign persons, including certain distributions, allocations of income, or transfers of sales proceeds, may be subject to withholding under chapter 3 or chapter 4 of the Code (sections 1441–1474). Under those rules, if a Form W-9 or other certification of non-foreign status has not been received, a withholding agent, transferee, or partnership (payor) generally applies presumption rules that may require the payor to withhold applicable tax from the recipient, owner, transferor, or partner (payee). See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities.

The following persons must provide Form W-9 to the payor for purposes of establishing its non-foreign status.

• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the disregarded entity.

• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the grantor trust.

• In the case of a U.S. trust (other than a grantor trust), the U.S. trust and not the beneficiaries of the trust.

See Pub. 515 for more information on providing a Form W-9 or a certification of non-foreign status to avoid withholding.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person (under Regulations section 1.1441-1(b)(2)(iv) or other applicable section for chapter 3 or 4 purposes), do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a qualified foreign pension fund under Regulations section 1.897(l)-1(d), or a partnership that is wholly owned by qualified foreign pension funds, that is treated as a non-foreign person for purposes of section 1445 withholding, do not use Form W-9. Instead, use Form W-8EXP (or other certification of non-foreign status).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items.

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if their stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first Protocol) and is relying on this exception to claim an exemption from tax on their scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include, but are not limited to, interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third-party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester;

2. You do not certify your TIN when required (see the instructions for Part II for details);

3. The IRS tells the requester that you furnished an incorrect TIN;

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only); or

5. You do not certify to the requester that you are not subject to backup withholding, as described in item 4 under “By signing the filled-out form” above (for reportable interest and dividend accounts opened after 1983 only).

Form W-9 (Rev. 3-2024) Page 3

Certain payees and payments are exempt from backup withholding.

See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.

See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier.

What Is FATCA Reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you are no longer tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.

• Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note for ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040 you filed with your application.

• Sole proprietor. Enter your individual name as shown on your Form 1040 on line 1. Enter your business, trade, or “doing business as” (DBA) name on line 2.

• Partnership, C corporation, S corporation, or LLC, other than a disregarded entity. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.

• Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. Enter any business, trade, or DBA name on line 2.

• Disregarded entity. In general, a business entity that has a single owner, including an LLC, and is not a corporation, is disregarded as an entity separate from its owner (a disregarded entity). See Regulations section 301.7701-2(c)(2). A disregarded entity should check the appropriate box for the tax classification of its owner. Enter the owner’s name on line 1. The name of the owner entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S.

federal tax purposes has a single owner that is a U.S. person, the U.S.

owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, enter it on line 2.

Line 3a

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

IF the entity/individual on line 1 is a(n) . . .

THEN check the box for . . .

• Corporation Corporation.

• Individual or

• Sole proprietorship

Individual/sole proprietor.

• LLC classified as a partnership for U.S. federal tax purposes or

• LLC that has filed Form 8832 or 2553 electing to be taxed as a corporation

Limited liability company and enter the appropriate tax classification:

P = Partnership, C = C corporation, or S = S corporation.

• Partnership Partnership.

• Trust/estate Trust/estate.

Line 3b

Check this box if you are a partnership (including an LLC classified as a partnership for U.S. federal tax purposes), trust, or estate that has any foreign partners, owners, or beneficiaries, and you are providing this form to a partnership, trust, or estate, in which you have an ownership interest. You must check the box on line 3b if you receive a Form W-8 (or documentary evidence) from any partner, owner, or beneficiary establishing foreign status or if you receive a Form W-9 from any partner, owner, or beneficiary that has checked the box on line 3b.

Note: A partnership that provides a Form W-9 and checks box 3b may be required to complete Schedules K-2 and K-3 (Form 1065). For more information, see the Partnership Instructions for Schedules K-2 and K-3 (Form 1065).

If you are required to complete line 3b but fail to do so, you may not receive the information necessary to file a correct information return with the IRS or furnish a correct payee statement to your partners or beneficiaries. See, for example, sections 6698, 6722, and 6724 for penalties that may apply.

Line 4 Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.

Exempt payee code.

• Generally, individuals (including sole proprietors) are not exempt from backup withholding.

• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

• Corporations are not exempt from backup withholding for payments made in settlement of payment card or third-party network transactions.

• Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space on line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

Form W-9 (Rev. 3-2024) Page 4

2—The United States or any of its agencies or instrumentalities.

3—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities.

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities.

5—A corporation.

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or territory.

7—A futures commission merchant registered with the Commodity Futures Trading Commission.

8—A real estate investment trust.

9—An entity registered at all times during the tax year under the Investment Company Act of 1940.

10—A common trust fund operated by a bank under section 584(a).

11—A financial institution as defined under section 581.

12—A middleman known in the investment community as a nominee or custodian.

13—A trust exempt from tax under section 664 or described in section 4947.

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

IF the payment is for . . . THEN the payment is exempt for . . .

• Interest and dividend payments All exempt payees except for 7.

• Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations.

S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.

• Barter exchange transactions and patronage dividends

Exempt payees 1 through 4.

• Payments over $600 required to be reported and direct sales over

$5,000

Generally, exempt payees

1 through 5.

• Payments made in settlement of payment card or third-party network transactions

Exempt payees 1 through 4.

1 See Form 1099-MISC, Miscellaneous Information, and its instructions.

2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) entered on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37).

B—The United States or any of its agencies or instrumentalities.

C—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities.

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i).

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i).

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state.

G—A real estate investment trust.

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940.

I—A common trust fund as defined in section 584(a).

J—A bank as defined in section 581.

K—A broker.

L—A trust exempt from tax under section 664 or described in section 4947(a)(1).

M—A tax-exempt trust under a section 403(b) plan or section 457(g) plan.

Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number).

This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, enter “NEW” at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have, and are not eligible to get, an SSN, your TIN is your IRS ITIN. Enter it in the entry space for the Social security number. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN.

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately.

To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/EIN. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or Form SS-4 mailed to you within 15 business days.

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and enter “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments.

You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. See also Establishing U.S.

status for purposes of chapter 3 and chapter 4 withholding, earlier, for when you may instead be subject to withholding under chapter 3 or 4 of the Code.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Form W-9 (Rev. 3-2024) Page 5

Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983.

You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third-party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester For this type of account: Give name and SSN of:

1. Individual The individual

2. Two or more individuals (joint account) other than an account maintained by an FFI

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

3. Two or more U.S. persons (joint account maintained by an FFI)

Each holder of the account

4. Custodial account of a minor (Uniform Gift to Minors Act)

The minor2

5. a. The usual revocable savings trust (grantor is also trustee)

The grantor-trustee1

b. So-called trust account that is not a legal or valid trust under state law

The actual owner

6. Sole proprietorship or disregarded entity owned by an individual

The owner3

7. Grantor trust filing under Optional Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))**

The grantor*

For this type of account: Give name and EIN of:

8. Disregarded entity not owned by an individual

The owner

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

10.…