PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
TRIPEPI SMITH AND ASSOCIATES
FOR
ON-CALL VIDEO SERVICES
THIS AGREEMENT ("Agreement" is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and TRIPEPI SMITH AND ASSOCIATES, hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide On-Call Video Services for HBTV Channel 3; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and
CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT."
CONSULTANT hereby designates Ryder Todd Smith who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement.
CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement.
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TERM; TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT are to commence on July 1, 2023 (the "Commencement Date"). This Agreement shall automatically terminate two (2) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than two (2) years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT.
In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein.
4. COMPENSATION
In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed One Hundred Thirty Thousand Dollars ($130,000).
5. EXTRA WORK
In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained.
METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 23-12924/312100 2 of 11
DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit.
HOLD HARMLESS
A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT.
To the extent that CONSULTANT performs "Design Professional Services" within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above:
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"CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind of nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8.
C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation.
This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT.
PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance 23-12924/312100 4 of 11
policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that:
A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements).
B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims.
CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement.
If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY.
10. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall:
A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and
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shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium.
CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. :
The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required.
11. INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder.
12. TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and workmanlike manner.
CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the 23-12924/312100 6of 11
event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT.
13. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove.
14. COPYRIGHTS/PATENTS
CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement.
15. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code.
16. NOTICES
Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U, S. certified mail-return receipt requested:
23-12924/312100 7of11
TO CITY: TO CONSULTANT:
City of Huntington Beach ripepi Smith and Associate
ATTN: City Manager TTN: Ryder Todd Smitl
2000 Main Street 9 Weldon Hts
Huntington Beach, CA 92648 Ladera Ranch, CA 92694
17. CONSENT
When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event.
18. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid unless in waiting and duly executed by both parties.
19. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement.
20. INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or 23-12924/312100 8 of 11
:
neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law.
21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it.
22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification.
23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntingion Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT.
23-12924/312100 9 of 11
24. ATTORNEY'S FEES
In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party.
25. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive.
26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of California.
27. SIGNATORIES
Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
28. ENTIRETY
The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral of otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this 23-12924/312100 10 of 11
Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof.
29. EFFECTIVE DATE
This Agreement shall be effective on the date of its approval by the City Council.
This Agreement shall expire when terminated as provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers.
CONSULTANT, CITY OF HUNTINGTON BEACH, a
TRIPEPI SMITH AND ASSOCIATES municipal corporation of the State of California
Ride to fath Mayor
By:_
Ryder Todd Smith
City Clerk
print name
ITS: (circle one) Chairman/Presidentyice President
INITIATED AND APPROVED:
AND
By: Nicole D. Smith Assistant City Manager
Nicole D. Smith
print name REVIEWED AND APPROVED:
ITS: (circle one) Secretiv/Chief Financial Oficer Asst.
Secretary - Treasurer
City Manager
APPROVED AS TO FORM:
City Attorney pu
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EXHIBIT "A"
A. STATEMENT OF WORK: (Narrative of work to be performed) Provide On-Call Video Services for HBTV Channel 3
B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:
Videos will include:
Live Streaming monthly/bi-weekly City Council and Planning Commission Meetings
Other videos as needed.
C. CITY'S DUTIES AND RESPONSIBILITIES:
City shall provide Consultant with no less than 72 hours notice of need for scheduled video support, with the exception of Emergency or Special Meetings, of which the City shall provide Consultant with as much notice as possible.. City shall provide Consultant with no less than 48 hours notice of cancellation of scheduled video support. If notice of cancellation is given less than 48 hours before event, Consultant may request reimbursement for planning and travel time spent D. WORK PROGRAM/PROJECT SCHEDULE:
EXHIBIT "B"
Payment Schedule (Fixed Fee Payment)
CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules.
Principal $326.00
Director/Art Director $229.00
Senior Business Analyst $178.00
Business Analyst $126.00
Junior Business Analyst $98.00
Senior Videographer/Animator $178.00
Videographer/Photographer $126.00
Senior Graphic Designer $157.00
Graphic Designer $126.00
Junior Graphic Designer $98.00
Web Developer $178.00
Drone Operator $155.00
A/V Operator $89.00
Senior A/V Technician $269.00
Video Equipment Fees
Tripepi Smith offers some services that require equipment, such as drone operations and video production. As such, in those cases, the following rates apply (as seen above):
• Full-day Equipment Fee: Five-hundred-fifty dollars ($550) for a full day of video equipment use (includes full-set of video equipment). "Full-day" is defined as a shoot lasting more than four (4) hours.
• Half-day Equipment Fee: Three-hundred-fifty dollars ($350) for a half day of video equipment use. "Half day" is defined as anything up to four (4) hours of video production.
Lo Facebook Live are sep or he can dian (soles al video cone related.
Broadcast Camera Equipment Fee: One-hundred-fifty dollars ($150) fee per Eve roadcast Camera needed for large-scale even
Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion.
3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall:
A) Reference this Agreement;
B)
C)
D)
the work has been performed in accordance with the provisions of this E) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein.
4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld.
Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement.
TRIPSMI-01 TAUGUSTUS
ACORD CERTIFICATE OF LIABILITY INSURANCE DATE (MM/ODIYYY) 6/7/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE:
THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. this certificate does not confer rights to the certificate holder in lieu of such endorsements).
PRODUCER License # 0H18131 CONTACT Trevar Augustus, MLIS Momentous Insurance Brokerage, A Marsh & McLennan Agency LLC (H: 818) 380-5806 FA, No): (818) 933-2285 Company
5990 Sepulveda Blvd., #550 ADDREss: [email protected] Van Nuys, CA 91411
INSURERS) AFFORDING COVERAGE NAIC #
INSURERA: Lloyd's of London Underwriters
INSURED
INSURER B:
Tripepi Smith & Associates INSURER C :
P.O. Box 52152 INSURER D:
Irvine, CA 92619
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOC INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
TYPE OF INSURANCE POLICY NUMBER LIMITS
COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE
CLAIMS-MADE OCCUR
=a occutrence
MED EXP (Any one person)
PERSONAL & ADV INJURY
GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE
POLICY SECT LOC
PRODUCTS - COMP/OP AGG
OTHER:
AUTOMOBILE LIABILITY OMBINED SINGLE LIM
a acciden
ANY AUTO BODILY INJURY (Per person)
QUE ONLY BODILY INJURY (Per accident) s
HUES ONLY
UMBRELLA LIAB OCCUR EACH OCCURRENCE
EXCESS LIAB CLAIMS-MADE AGGREGATE
DED RETENTIONS
PETITE
YIN
'NIA EL. EACH ACCIDENT
EL. DISEASE - EA EMPLOYEE S
ES RUSTON OF OPERATIONS below EL. DISEASE - POLICY LIMIT A Errors & Omissions (E&O) W226EE230601 [4/1/2023 4/1/2024 TEach Loss/Aggregate 2,000,000/3,000,000 Retention/Deductible 2,500
Retractive Dates: Ful Prior Acts to 1.00,000 Each LOSs 1 2,000,00 Aggregatule, may beatached if more space is required This /20 to 1, 0 do i repos rolly. Detona costs and train expenses are paid from the policy limit and subject to the retentioh amount.
APPROVED AS TO FORM
/
By: -
MICHAEL E. GATES
CERTIFICATE HOLDER CANCELLATION CITY ATTORNEY
SHOULD ANY OF THE ABOVE DESCRIBED POUCES BE CARLED BEFORE City of Huntington Beach NOTICE WILL BE DELIVERED IN
2000 Main Street
Huntington Beach, CA 92648
AUTHORIZED REPRESENTATIVE
7. ACORD 25(2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD
Fom W-9 Request for Taxpayer Give Form to the
(Rev. October 2018) Identification Number and Certification requester. Do not Department of the Treasur send to the IRS.
nema Revenue Service • Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
Tripepi, Smith & Associates, Inc.
2 Business name/disregarded entity name, if different from above Tripepi Smith
3 Check appropriate box for federal tax classification of the person whose name Is entered on line 1. Check only one of the 4 Exemptions (codes apply only to certain entities, not Individuals; see
ndividual/sole proprietor o C Corporation • S Corporation L Partnership • Trust/ostate single-member LLO Exempt payee code (if any)
Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) » Print or type. See Specific Instructions on page 3. LL i Che L G is clasied as a single- member L that is alregarded from the owner unes the owner of the ic Exemption from FATA reporting LLC If the LLC is classi
nother LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC tha code (if any) disregarded from the owner should check the appropriate box for the tax classification of its owne _ Other (see instructions) • (Appias to accounts maintaind outside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions. Requester's name and address (optiona) PO Box 52152
6 City, state, and ZIP code
Irvine, CA 92619
7 List account number(s) here (optional)
Part 1 Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals, this is generally your social security number (SSN). However, for a esident 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 & TIN, later. or
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Employer identification number Number To Give the Requester for guidelines on whose number to enter. 7 3 - 1642 :6 1 4
Part Il Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or 1 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 Revenu 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 an 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 1 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, quisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payme her than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part li, lat Sign Signature of
Here sis. poon Nicok D. Smith Date * 01/24/2023
General Instructions *nds) 1099-DIV (lividends, including those from stocks or mutual Sectlon references are to the Internal Revenue Code unless otherwise noted. procee 99- MISC (various types of income, prizos, awards, or gross Future developments. For the latest information about developments • Form 1099-B (stock or mutual fund sales and certain other related to Form W-9 and its instructions, such as legislation enacted transactions by brokers after they were published, go to www.irs.gov/FormW9. • Form 1099-S (proceeds from real estate transactions) Purpose of Form • Form 1099-K (merchant card and third party network transactions) An individual or entity (Form W-9 requester) who is required to file an • Form 1098 (home mortgage interest), 1098-E (student loan interest), information retur with the IRS must obtain your correct taxpayer 1098-T (tuition) identification number (TIN) which may be your social security number • Form 1099-C (canceled debt) (SSN), individual taxpayer identification number (ITIN), adoption • Form 1099-A (acquisition or abandonment of secured property) taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount pald to you, or other Ise Form W-9 only if you are a U.S. person including a resider amount reportable on an information return. Examples of Information ien), to provide your correct TIl retums include, but are not limited to, the following. If you do not return Form W-9 to the requester with a TIN, you might • Form 1099-INT (interest earned or pald) be subject to backup withholding. See What is backup withholding Cat. No. 10231X Form W-9 (Rev. 10-2018)