Agreement - Van Dermyden Makus Law Corporation — Manhattan Beach City Council, November 4, 2025

CONTRACT APPROVAL ROUTING SLIP
Revised 8/2023
Department: City Staff:

Contractor/Consultant Information:

Contract with:

Name of Signer: Email:

Contract Details
Contract Type: Original Amendment Renewal Change Order Grant Other
Total Contract Amount: Amendment/Change Amount:

Budgeted: Yes No Line Item Account Number:

City Council Agenda Date: Staff Report No.:

Contract Start Date: Contract End Date:

Have services started? Yes No If yes, when did services begin:

Bidding Process: RFI RFP Bids (Public) Renewal (Amendments Only) Contract Description/Notes:

Required Documents (must be included when applicable)
Is W9 on file (MUNIS)? Yes; Vendor No: No; W9 attached Insurance Required? Yes No Insurance Waiver/Modification? Yes No Bonds Required? Yes No Verification of Authority to Sign? Yes No Verification of Corporate Entity? Yes No
Business License Required? Yes No If yes, number:

Is this a Sole Source Agreement? If yes, must attach justification. Yes No Notary for Management Services Signature Authority? Yes No If yes, which signatures? City Manager City Attorney City Co uncil Department, Legal, Risk Management, and Purchasing Review (please initial):

Department Manager Department Head
City Clerk’s Office Risk Manager Purchasing
If City Council approval is required, Clerk’s Office must initial after City Attorney signature.

City Clerk’s Office
Human Resources
Auvi Tonnu
Van Dermyden Makus Law Corporation
Eli Makus
[email protected]
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NTE $70,000
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10013200-52101
02/01/2024
06/30/2026
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To provide administrative investigative services on an "as-needed" basis ✔
12190
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DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2

2812839v1.doc City of MB Form

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is dated February 1, 2024 (“Effective Date”) and is between the City of Manhattan Beach, a California municipal corporation (“City”) and Van Dermyden Makus Law Corporation, a California professional corporation (“Firm”). City and Firm are sometimes referred to herein as the “Parties”, and individually as a “Party”.

RECITALS
A. City desires to utilize the services of Firm as an independent contractor to provide legal services in the form of administrative investigation services on an “as - needed” basis.

B. Firm represents that it is fully qualified to perform such services by virtue of its experience and the licensure, training, education and expertise of its principals and employees.

C. City desires to retain Firm and Firm desires to serve City to perform these services in accordance with the terms and conditions of this Agreement.

D. City and Firm desire to create an attorney client relationship, as further described in this Agreement.

The Parties therefore agree as follows:

1. Firm’s Services.

A. Scope of Services . Firm shall perform the services described in Section

1.C. of this Agreement (the “Services”) for administrative investigation services. City may request, in writing, changes in the Scope of Services to be performed. A ny changes to the scope or cost of work must be in writing and mutually agreed upon by the Parties.

B. Attorney-Client Relationship . The Firm will perform the Services as an attorney at law for the purpose of facilitating the rendering of legal advice to C ity by its counsel. The Firm’s communications, work product, and the final report will be protected from disclosure pursuant to the attorney-client privilege, unless waived by the City.

C. Limited Scope Agreement. The scope of this attorney-client representation is limited. The Firm will perform an investigation as an attorney at law for the purpose of facilitating the rendering of legal advice to the City by its counsel. The Firm will not render a legal determination whether there were violations of any law or statute. The Firm will not act as an advocate or provide advice to City with respect to what employment actions, if any, should be taken as a result of the findings. The Firm will not represent City in any legal action or proceeding. It is expressly agr eed that City will look to its regular legal counsel for such services, as well as for advice with respect to issues which may arise relating to the investigation. This includes, without limitation, the admonitions, if any, to be made to employees who are interviewed concerning confidentiality; the consequences DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2

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of employee failure to cooperate in the investigation; the accessing of electronic and other data; document retention; litigation holds; appropriate interim employment measures pending investigation ; compliance with the federal Fair Credit Reporting Act; and compliance with the California Investigative Consumer Reporting Agencies Act. City also agrees it will look to its regular outside counsel for advice with respect to issues of attorney-client privilege, scope of privilege, waiver, and work product in connection with the Firm’s services. City agrees it will comply with employer-required notice and consent rules to the extent applicable, including those under Civil Code sections 1786 et seq.

D. Party Representatives. For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the “City Representative”). For the purposes of this Agreement, the Firm Representative shall be Eli Makus, Managing Partner (the “Firm Representative”).

The Firm Representative shall directly manage Firm’s Services under this Agreement.

Firm shall not change the Firm Representative without City’s prior written consent.

E. Time for Performance. Firm shall commence the Services on the Effective Date and shall perform all Services by the deadline established by the City Representative or, if no deadline is established, with reasonable diligence.

F. Standard of Performance . Firm shall pe rform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.

G. Independence. As an independent contractor, the Firm has the right to determine the means, manner and findings related to the investigation. City agrees to allow the Firm full discretion to undertake the investigation and otherwise make findings without influencing or interfering with the outcome. City understands and acknowledges that the Firm will exercise its independent judgment to make whatever findings it deems are warranted based on the evidence developed in the investigation, and that this Agreement is not dependent on the Firm’s making or failing to ma ke any particular credibility determination, finding of fact, or conclusion.

H. Personnel. Firm has, or will secure at its own expense, all personnel required to perform the Services required under this Agreement. All of the Services required under this Agreement shall be performed by Firm or under its supervision, and all personnel engaged in the work shall be qualified to perform such Services.

I. Compliance with Laws. Firm shall comply with all applicable federal, state and local laws, ordinances, codes, regulations and requirements.

J. Permits and Licenses. Firm shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of Services under this Agreement, including a business license.

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K. No Warranty of Result . Firm cannot predict or represent that a particular result can be obtained. Firm can make no promises or guarantees regarding the outcome of the matter or matters that are the subject of the Firm’s services.

2. Term of Agreement. The term of this Agreement shall be from the Effective Date through June 30, 202 6, unless sooner terminated as provided in Section 12 of this Agreement or extended.

3. Compensation.

A. Compensation. As full compensation for Services satisfactorily rendered, City shall pay Firm at the hourly rates set forth in the Approved Fee Schedule attached hereto as Exhibit A. In no event shall Firm be paid more than $70,000 (the “Maximum Compensation”) for such Services.

B. Expenses. The amount set forth in paragraph 3.A. above includes reimbursement for all expenditures, including reasonable travel expenses, incurred in the performance of this Agreement.

C. Unauthorized Services and Unanticipated Expenses. City will not pay for any services not specified in the Scope of Services, unless the City Council or the City Representative, if applicable, and the Firm Representative authorize such services in writing prior to Firm’s performance of those services or incurrence of additional expenses.

Any additional services authorized by the City Council, or (where authorized) the City Manager shall be compensated at the rates set forth in Exhibit A, or, if not specified, at a rate mutually agreed to by the Parties. At the request of the Firm, the City Council may, in writing, reimburse Firm for an unanticipated expense at its actual cost. City shall make payment for additional services and expenses in accordance with Section 4 of this Agreement.

D. Post-Investigation Services . This engagement shall be considered concluded after the Firm has provided a final investigation report in this matter, whether oral or written. After the conclusion of this engagement, should a need arise for the Firm to respond to any subpoena or disco very, to provide testimony at deposition, trial or arbitration, or to otherwise perform services with respect to any matter relating to or arising out of this engagement, City shall compensate the Firm at its then applicable rates for time expended, including all required preparation time. C ity agrees to reimburse the Firm for all reasonable fees and costs incurred in obtaining necessary representation for such proceedings, including legal fees and costs that the Firm incurs in preparing for such proceedings. City shall also compensate the Firm at its then applicable rates for time expended in defending against any actual or threatened claim with respect to which the Firm is entitled to indemnification pursuant to this Agreement, below. If and when the Firm receives a request for documents or testimony related to Firm’s investigation, the Firm will retain counsel, who will timely contact City to coordinate an agreed -upon response.

Firm’s response will be guided by the work-product doctrine and City’s decision whether to waive all or part of the attorney-client privilege.

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4. Method of Payment.

A. Invoices. Firm shall submit to City an invoice, on a monthly basis, for the Services performed pursuant to this Agreement. Each invoice shall itemize the Services rendered during the billing period, hourly rates charged, if applicable, and the amount due. City shall review each invoice and notify Firm in writing within ten Business days of receipt of any disputed invoice amounts.

B. Payment. City shall pay all undisputed invoice amounts within 30 calendar days after receipt up to the Maximum Compensation set forth in Section 3 of this Agreement. City does not pay interest on past due amounts. City shall not withhold federal payroll, state pa yroll or other taxes, or other similar deductions, from payments made to Firm. Notwithstanding the preceding sentence, if Firm is a nonresident of California, City will withhold the amount required by the Franchise Tax Board pursuant to Revenue and Taxation Code Section 18662 and applicable regulations.

C. Audit of Records . Firm shall make all records, invoices, time cards, cost control sheets and other records maintained by Firm in connection with this Agreement available during Firm’s regular working hours to City for review and audit by City.

5. Independent contractor. Firm is, and shall at all times remain as to City, a wholly independent contractor. Firm shall have no power to incur any debt, obligation, or liability on behalf of City. Neither City nor an y of its agents shall have control over the conduct of Firm or any of Firm’s employees, except as set forth in this Agreement. Firm shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City.

6. Information and Documents.

A. Firm covenants that all data, reports, documents, discussion, or other information (collectively “Data”) developed or received by Firm or provided for performance of this Agreement are deemed confidential and s hall not be disclosed or released by Firm without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Firm, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. A response to a subpoena or court order shall not be considered “voluntary,” provided Firm gives City notice of such court order or subpoena.

B. Firm shall promptly notify City should Firm, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Firm or be present at any DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2

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deposition, hearing or similar proceeding. Firm agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Firm. However, City’s right to review any such response does not imply or mean the right by City to control, direct or rewrite the response.

C. All Data required to be furnished to City in connection with this Agreement shall become City’s property, and City may use all or any portion of the Data submitted by Firm as City deems appropriate. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the Services, surveys, notes, and other documents prepared in the course of providing the Services shall become City ’s sole property and may be used, reused or otherwise disposed of by City without Firm’s permission. Firm may take and retain copies of the written products as desired, but the written products shall not be the subject of a copyright application by Firm.

D. Firm’s covenants under this Section shall survive the expiration or termination of this Agreement.

7. Conflicts of Interest. Firm affirms that it presently has no interest and shall not have any interest, direct or indirect, w hich would conflict in any manne r with th e performance of the Services contemplated by this Agreement. Firm and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Firm’s Services un der this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Firm may perform similar Services for other clients, but Firm and its officers, employees, associates and subcontractors shall not, without the City Representative’s prior written approval, perform work for another person or entity for whom Firm is not currently performing work that would require Firm or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Firm shall incorporate a clause substantially similar to this Section into any subcontract that Firm executes in connection with the performance of this Agreement.

8. Indemnification, Hold Harmless, and Duty to Defend.

A. Indemnities.
1) To the fullest extent permitted by law, Firm shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the rol e of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2

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of Firm, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Firm shall bear the le gal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties. Firm shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Firm shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith.
2) Firm shall pay all required taxes on amounts paid to Firm under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement.
3) Firm shall fully comply with the workers’ compensation law regarding Firm and Firm’s employees. Firm shall indemnify and hold City harmless from any failure of Firm to comply with applicable workers’ compensation laws. 4) City may offset against the amount of any fees due to Firm under this Agreement any amount due to City from Firm as a result of Firm’s failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph A.2). 5) Firm shall obtain executed indemnity agreements with provisions identical to those in this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Firm in the performance of this Agreement.

If Firm fails to obtain such indemnity obligations, Firm shall be fully responsibl e and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities at law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions o f Firm’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, Firms or their officers, agents, servants or employees (or any entity or individual that Firm’s subcontractor shall bear the legal liability thereof) in the per formance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties.

B. Workers’ Compensation Acts not Limiting . Firm’s indemnifications and obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Firm expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.

C. Insurance Requirements not Limiting . City does not, and shall not, waive any rights that it may possess against Firm because of t he acceptance by City, or the DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2

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deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities, tax, assessment, penalty or interest asserted against City.

D. Survival of Terms . Firm’s indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement.

9. Insurance.

A. Minimum Scope and Limits of Insurance. Firm shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
1) Commercial General Liability Insurance with a minimum limit of $2,000,000.00 per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of $2,000,000.00 per project or location. If Firm is a limited liability company, the commercial general liability coverage shall be amended so that Firm and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability Insurance for any owned, non -owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of $2,000,000.00 per accident for bodily injury and property damage. If Firm does not use any owned, non -owned or hired vehicles in the performance of Services under this Agreement, Firm shall obtain a non -owned auto endorsement to the Commercial General Liability policy required under subparagraph A.1) of this Section. 3) Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of $1,000,000.00 per accident for bodily injury or disease. If Firm has no employees while performing Services under this Agreement, workers’ compensation policy is not required, but Firm shall execute a declaration that it has no employees.
4) Professional Liability/Errors and Omissions Insurance with minimum limits of $2,000,000.00 per claim and in aggregate.

B. Acceptability of Insurers. The insurance policies required under this Section shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self insurance shall not be considered to comply with the insurance requirements under this Section.

C. Additional Insured. The commercial general and automobile liability policies shall contain an endorsement naming City and its elected and appointed officials, officers, employees, agents and volunteers as additional insureds. This provision shall also apply to any excess/umbrella liability policies.

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D. Primary and Non-Contributing. The insurance policies required under this Section shall apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to City. Any insurance or self -insurance maintained by City, its elected and appointed officials, officers, employees, agents or volunteers, shall be in excess of Firm’s insurance and shall not contribute with it.

E. Firm’s Waiver of Subrogation . The insurance policies required under this Section shall not pr ohibit Firm and Firm’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Firm hereby waives all rights of subrogation against City.

F. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by City. At City’s option, Firm shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Firm shall procure a bond guaranteeing payment of losses and expenses.

G. Cancellations or Modifications to Coverage. Firm shall not cancel, reduce or otherwise modify the insurance policies required by this Section during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail 30 days’ prior written notice to City. If any insurance policy required under this Section is canceled or reduced in coverage or limits, Firm shall, within two Business Days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.

H. City Remedy for Noncompliance. If Firm does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Firm’s policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Firm’s expense, the premium thereon. Firm shall promptly reimburse City for any premium paid by City or City m ay withhold amounts sufficient to pay the premiums from payments due to Firm.

I. Evidence of Insurance . Prior to the performance of Services under this Agreement, Firm shall furnish City’s Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section. The endorsements are subject to City’s approval. Firm may provide complete, certified copies of all required insurance policies to City. Firm shall maintain current endorsements on file with City’s Risk Manager. Firm shall provide proof to City’s Risk Manager that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Firm shall furnish such proof at least two weeks prior to the expiration of the coverages.

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J. Indemnity Requirements not Limiting . Procurement of insurance by Firm shall not be construed as a limitation of Firm’s liability or as full performance of Firm’s duty to indemnify City under Section 8 of this Agreement.

K. Subcontractor Insurance Requirements . Firm shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section.

10. Mutual Cooperation.

A. City’s Cooperation . City shall provide Firm with all pertinent Data, documents and other requested information as is reasonably available for Firm’s proper performance of the Services required under this Agreement.

B. Firm’s Cooperation. In the event any claim or action is brought against City relating to Firm’s performance of Services rendered under this Agreement, Firm shall render any reasonable assistance that City requires.

11. Records and Inspections. Firm shall maintain complete and accurate records with respect to time, costs, expenses, receipts, correspondence, and other such information required by City that relate to the performance of the Services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Firm shall provide free access to City, its designees and representatives at reasonable times, and shall allow City to examine and audit the books and rec ords, to make transcripts therefrom as necessary, and to inspect all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three years after receipt of final payment.

12. Termination of Agreement.

A. Right to Terminate. City may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to Firm at least five calendar days before the termination is to be effective. Firm may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least 60 calendar days before the termination is to be effective.

B. Obligations upon Termination . Firm shall cease all work unde r this Agreement on or before the effective date of termination specified in the notice of termination. In the event of City’s termination of this Agreement due to no fault or failure of performance by Firm, City shall pay Firm based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Firm be entitled to receive more than the amount that would be paid to Firm for the full performance of the Services required by this Agreement. Firm shall have no o ther claim against City by reason of such termination, including any claim for compensation.

13. Force Majeure. Firm shall not be liable for any failure to perform its obligations under this Agreement if Firm presents acceptable evidence, in City’s sole judgment, that DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2

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such failure was due to acts of God, embargoes, inability to obtain labor or materials or reasonable substitutes for labor or materials , governmental restrictions , judicial orders, enemy or hostile governmental action, fire or other casualty, or other causes beyond Firm’s reasonable control and not due to any act by Firm.

14. Default.

A. Firm’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that Firm is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Firm for any work performed after the date of default.

B. In addition to the right to terminate pursuant to Section 12, if the City Manager determines that Firm is in default in the performan ce of any of the terms or conditions of this Agreement, City shall serve Firm with written notice of the default. Firm shall have ten calendar days after service upon it of the notice in which to cure the default by rendering a satisfactory performance. In the event that Firm fails to cure its default within such period of time, City may, notwithstanding any other provis ion of this Agreement, terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

15. Notices. Any notice, consent, request, demand, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by courier service during Firm’s and City’s regular business hours, or (c) three Bus iness Days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the Party to be notified as set forth below:

If to City: If to Firm:

Attn: Human Resources Eli Makus
City of Manhattan Beach Van Dermyden Makus Law Corporation 1400 Highland Avenue 2520 Ventura Oaks Way, Suite 450
Manhattan Beach, California 90266 Sacramento, CA 95833 Telephone: (310) 802-5258 Telephone: (916) 779-2402
Email: [email protected] Email: [email protected] With a courtesy copy to:

Quinn M. Barrow, City Attorney
1400 Highland Avenue
Manhattan Beach, California 90266
Telephone: (310) 802-5061
Email: [email protected]

16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Firm shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2

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identity, gender expression, mari tal status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law. Firm will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status , national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

17. Prohibition of Assignment and Delegation. Firm shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. City’s consent to an assignment of rights under this Agreement shall not release Firm from any of its obligations or alter any of its primary obligations to be performed unde r this Agreement. Any attempted assignment or delegation in violation of this Section shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.

18. No Third Party Beneficiaries Intended. This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.

19. Waiver. No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.

20. Final Payment Acceptance Constitutes Release. The acceptance by Firm of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Firm for anything done, furnished or relating to Firm’s work or services. Acceptance of payment shall be any negotiation of City’s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Firm, its employees, subcontracto rs and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Firm, its employees, subcontractors and agents.

21. Corrections. In addition to the above indemnification obligations, Firm shall correct, at its expense, all errors in the work which may be disclosed during City’s review of Firm’s report or plans. Should Firm fail to make such correction in a reasonably timely DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2

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manner, such correction may be made by City, and the cost thereof shall be charged to Firm. In addition to all other available remedies, City may deduct the cost of such correction from any retention am ount held by City or may withhold payment otherwise owed Firm under this Agreement up to the amount of the cost of correction.

22. Non-Appropriation of Funds. Payments to be made to Firm by City for services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Firm’s services beyond the current fiscal year, this Agreement shall cover payment for Firm’s services only t o the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.

23. Exhibit. Exhibit A constitutes a part of this Agreement and is incorporated into this Agreement b y this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, or between a provision of this Agreement and a provision of Firm’s proposal, the provisions of this Agreement shall control.

24. Entire Agreement and Modification of Agreement. This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the Parties. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation or warranty except those expressly set forth in this Agreement. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by both Parties.

25. Headings. The headings in this Agreement are included solely for convenience of reference and shal l not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the Parties to this Agreement.

26. Word Usage. Unless the context clearly requires otherwise, (a) the words “shall,” “will” and “agrees” are mandatory an d “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.

27. Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that t he foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.

28. Business Days. “Business days” means days Manhattan Beach City Hall is open for business.

29. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the Parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that amb iguities are to be resolved against the drafting party DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2

-13-
2812839v1.doc City of MB Form
shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Manhattan Beach.

30. Attorneys’ Fees. In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to recover all attorneys’ fees, experts’ fees, and other costs actually incurred in connection with such litigation or other proceeding, in addition to all other relief to which that Party may be entitled.

31. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the remaining provisions of this Agreement shall not be affec ted and continue in full force and effect.

32. Counterparts. This Agreement may be executed in multiple counterparts, all of which shall be deemed an original, and all of which will constitute one and the same instrument.

33. Corporate Authority. Each person executing this Agreement on behalf of his or her Party warrants that he or she is duly authorized to execute this Agreement on behalf of that Party and that by such execution, that Party is formally bound to the provisions of this Agreement.
[SIGNATURE PAGE FOLLOWS]
DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2

-14-
2812839v1.doc City of MB Form
The Parties, through their duly authorized representatives are signing this Agreement on the date stated in the introductory clause.

City:

City of Manhattan Beach,
a California municipal corporation

By:

Name: Bruce Moe
Title: City Manager
ATTEST:

By:

Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:

By:

Name: Quinn M. Barrow
Title: City Attorney
APPROVED AS TO FISCAL IMPACT:

By:

Name: Steve Charelian
Title: Finance Director
APPROVED AS TO CONTENT:

By:

Name: Lisa Jenkins
Title: Human Resources Director

Firm:

Van Dermyden Makus Law Corporation,
a California professional corporation

By:

Name: Eli Makus
Title: Managing Partner
DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2 2/7/2024
2/13/2024
2/16/2024
2/20/2024
2/20/2024
2/20/2024

EXHIBIT A

APPROVED FEE SCHEDULE

Staff

2024 Hourly
Rates

2025 Hourly
Rates

2026 Hourly
Rates
Senior Partner $545 $570 $600
Partner $460 $485 $510
Senior Attorney Investigator $385 $405 $425
Attorney Investigator $340 $355 $375
Law Clerk $220 $230 $240
Editor/Paralegal $170 $175 $195
DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?

INSR ADDLSUBRLTR INSDWVD
PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS:INSURER A :INSURED INSURER B :INSURER C :INSURER D :INSURER E :INSURER F :

POLICY NUMBERPOLICY EFFPOLICY EXPTYPE OF INSURANCELIMITS(MM/DD/YYYY)(MM/DD/YYYY)

AUTOMOBILE LIABILITY

UMBRELLA LIABEXCESS LIABWORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE$DAMAGE TO RENTEDCLAIMS-MADEOCCUR $PREMISES (Ea occurrence)MED EXP (Any one person)$PERSONAL & ADV INJURY$GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$PRO-POLICYLOC PRODUCTS - COMP/OP AGGJECT OTHER: $COMBINED SINGLE LIMIT$(Ea accident)ANY AUTO BODILY INJURY (Per person)$OWNEDSCHEDULEDBODILY INJURY (Per accident)$AUTOS ONLYAUTOSHIREDNON-OWNEDPROPERTY DAMAGE$AUTOS ONLYAUTOS ONLY(Per accident)$OCCUR EACH OCCURRENCECLAIMS-MADEAGGREGATE$DEDRETENTION$ PEROTH-STATUTEERE.L. EACH ACCIDENTE.L. DISEASE - EA EMPLOYEE$If yes, describe underE.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGENAIC #

COMMERCIAL GENERAL LIABILITY
Y / NN / A(Mandatory in NH)
SHOULDANYOFTHEABOVEDESCRIBEDPOLICIESBECANCELLEDBEFORETHEEXPIRATIONDATETHEREOF,NOTICEWILLBEDELIVEREDINACCORDANCE WITH THE POLICY PROVISIONS.

THISISTOCERTIFYTHATTHEPOLICIESOFINSURANCELISTEDBELOWHAVEBEENISSUEDTOTHEINSUREDNAMEDABOVEFORTHEPOLICYPERIODINDICATED.NOTWITHSTANDINGANYREQUIREMENT,TERMORCONDITIONOFANYCONTRACTOROTHERDOCUMENTWITHRESPECTTOWHICHTHISCERTIFICATEMAYBEISSUEDORMAYPERTAIN,THEINSURANCEAFFORDEDBYTHEPOLICIESDESCRIBEDHEREINISSUBJECTTOALLTHETERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

THISCERTIFICATEISISSUEDASAMATTEROFINFORMATIONONLYANDCONFERSNORIGHTSUPONTHECERTIFICATEHOLDER.THISCERTIFICATEDOESNOTAFFIRMATIVELYORNEGATIVELYAMEND,EXTENDORALTERTHECOVERAGEAFFORDEDBYTHEPOLICIESBELOW.THISCERTIFICATEOFINSURANCEDOESNOTCONSTITUTEACONTRACTBETWEENTHEISSUINGINSURER(S),AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.IMPORTANT:IfthecertificateholderisanADDITIONALINSURED,thepolicy(ies)musthaveADDITIONALINSUREDprovisionsorbeendorsed.IfSUBROGATIONISWAIVED,subjecttothetermsandconditionsofthepolicy,certainpoliciesmayrequireanendorsement.Astatementonthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGESCERTIFICATE NUMBER:REVISION NUMBER:

CERTIFICATE HOLDERCANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03)

CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
$
$$$$
The ACORD name and logo are registered marks of ACORD
VANDE-1OP ID: CP01/05/2024
Sue VanDermydenRiver Valley Insurance Assoc.11335 Gold Express Dr., #135Gold River, CA 95670Chris D. Parod [email protected] Forge Insurance CompanyEmployers Preferred Ins. Co.VanDermyden Makus Law Corp2520 Venture Oaks Way,Suite 450Sacramento, CA 95833 Continental Casualty CompanyCoalition Insurance Services CX 2,000,000X XX402436169612/22/202312/22/2024300,00010,0002,000,0004,000,000X 4,000,0001,000,000CX XX703855921611/23/202311/23/2024X XX 1,000,000A CUP604320213812/22/202312/22/20241,000,000XB XEIG2440245-0701/03/202401/03/20251,000,0001,000,0001,000,000D C-4LQP-088716-CYBER-202312/20/202312/20/2024Per Claim5,000,000Aggregate5,000,000The City of Manhattan Beach and its elected and appointed officials, officers, employees, agents and volunteers are additional insured per the attached company form. Insurance is primary and non-contributory. Waiver of Subrogation applies. CITYMA-City of Manhattan Beach1400 Highland Ave.Manhattan Beach, CA 90266 916-779-2402205081034620443
Cyber Liability
DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?

INSR ADDLSUBRLTR INSDWVD
PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS:INSURER A :INSURED INSURER B :INSURER C :INSURER D :INSURER E :INSURER F :

POLICY NUMBERPOLICY EFFPOLICY EXPTYPE OF INSURANCELIMITS(MM/DD/YYYY)(MM/DD/YYYY)

AUTOMOBILE LIABILITY

COMMERCIAL GENERAL LIABILITY
Y / NN / A(Mandatory in NH)
SHOULDANYOFTHEABOVEDESCRIBEDPOLICIESBECANCELLEDBEFORETHEEXPIRATIONDATETHEREOF,NOTICEWILLBEDELIVEREDINACCORDANCE WITH THE POLICY PROVISIONS.

COVERAGESCERTIFICATE NUMBER:REVISION NUMBER:

CERTIFICATE HOLDERCANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03)

CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
$
$$$$
The ACORD name and logo are registered marks of ACORD
VANDE-1OP ID: CP01/05/2024
Sue VanDermydenRiver Valley Insurance Assoc.11335 Gold Express Dr., #135Gold River, CA 95670Chris D. Parod [email protected] American Ins. Co.VanDermyden Makus Law Corp2520 Venture Oaks Way,Suite 450Sacramento, CA 95833 X
A LPP003254-0710/15/202310/15/2024Per Claim3,000,000$10,000 retentionRETRO DATE . 10-15-2006Aggregate3,000,000 CITYMA-City of Manhattan Beach1400 Highland Ave.Manhattan Beach, CA 90266 916-779-240243460
Professional Liab
DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2 Policy #4024361696
DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2 DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2 DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2 DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2 DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2 DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2 DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2 DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2 Form W-9
(Rev. October 2018)
Department of the Treasury
Internal Revenue Service
Request for Taxpayer
Identification Number and Certification
▶ Go to www.irs.gov/FormW9 for instructions and the latest information.

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

Print or type.

See Specific Instructions on page 3.
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 of the person whose name is entered on line 1. 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: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its 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.) 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. Also see 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.

Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid)
• Form 1099-DIV (dividends, including those from stocks or mutual funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)
• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later.

Cat. No. 10231X Form W-9 (Rev. 10-2018)
Van Dermyden Makus Law Corporation
2520 Venture Oaks Way, Suite 450
Sacramento, CA 95833
2 7 3 5 2 0 7 1 1
January 2, 2024
DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2 Form W-9 (Rev. 10-2018) Page 2
By signing the filled-out form, you:

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

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

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and

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

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

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:
• An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or
• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States.
• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;
• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and
• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

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

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

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

2. The treaty article addressing the income.

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

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

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

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

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

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

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

Payments you receive will be subject to backup withholding if:

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

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

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

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

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding.

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

Also see Special rules for partnerships, earlier.

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

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

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

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

DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2 Form W-9 (Rev. 10-2018) Page 3
Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

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

Specific Instructions
Line 1
You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.
a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 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.

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

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

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

THEN check the box for . . .
• Corporation Corporation
• Individual
• Sole proprietorship, or
• Single-member limited liability
company (LLC) owned by an
individual and disregarded for U.S.
federal tax purposes.

Individual/sole proprietor or single-
member LLC
• LLC treated as a partnership for
U.S. federal tax purposes,
• LLC that has filed Form 8832 or
2553 to be taxed as a corporation,
or
• LLC that is disregarded as an
entity separate from its owner but
the owner is another LLC that is
not disregarded for U.S. federal tax
purposes.

Limited liability company and enter
the appropriate tax classification.
(P= Partnership; C= C corporation;
or S= S corporation)
• Partnership Partnership
• Trust/estate Trust/estate
Line 4, Exemptions
If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.

Exempt payee code.
• Generally, individuals (including sole proprietors) are not exempt from backup withholding.
• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)
2—The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities
5—A corporation
6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession
7—A futures commission merchant registered with the Commodity Futures Trading Commission
8—A real estate investment trust
9—An entity registered at all times during the tax year under the Investment Company Act of 1940
10—A common trust fund operated by a bank under section 584(a) 11—A financial institution
12—A middleman known in the investment community as a nominee or custodian
13—A trust exempt from tax under section 664 or described in section 4947
DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2 Form W-9 (Rev. 10-2018) Page 4
The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

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

Interest and dividend payments All exempt payees except for 7
Broker transactions Exempt payees 1 through 4 and 6
through 11 and all C corporations.

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

Barter exchange transactions and
patronage dividends
Exempt payees 1 through 4
Payments over $600 required to be
reported and direct sales over
$5,000
1 Generally, exempt payees
1 through 5
2 Payments made in settlement of
payment card or third party network
transactions
Exempt payees 1 through 4
1 See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

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

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)
E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i) F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state
G—A real estate investment trust
H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940
I—A common trust fund as defined in section 584(a)
J—A bank as defined in section 581
K—A broker
L—A trust exempt from tax under section 664 or described in section 4947(a)(1)
M—A tax exempt trust under a section 403(b) plan or section 457(g) plan
Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5
Enter your address (number, street, and apartment or suite number).

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

Line 6
Enter your city, state, and ZIP code.

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

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

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

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

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

To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213.

Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days.

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

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

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

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

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

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

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

DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2 Form W-9 (Rev. 10-2018) Page 5

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

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

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

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

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

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

What Name and Number To Give the Requester
For this type of account: 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 account
1 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)
b. So-called trust account that is not
a legal or valid trust under state law
The grantor-trustee1
The actual owner1

6. Sole proprietorship or disregarded
entity owned by an individual
The owner3

7. 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:

8. Disregarded entity not owned by an
individual
The owner

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

10. Corporation or LLC electing
corporate status on Form 8832 or
Form 2553
The corporation

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

12. Partnership or multi-member LLC The partnership

13. A broker or registered nominee The broker or nominee For this type of account: Give name and EIN of:

14. Account with the Department of
Agriculture in the name of a public
entity (such as a state or local
government, school district, or
prison) that receives agricultural
program payments
The public entity

15. Grantor trust filing under the Form
1041 Filing Method or the Optional
Form 1099 Filing Method 2 (see
Regulations section 1.671-4(b)(2)(i)(B))
The trust
1 List first and circle the name of the person whose number you furnish.

If only one person on a joint account has an SSN, that person’s number must be furnished.
2 Circle the minor’s name and furnish the minor’s SSN.
3 You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.
4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier.
*Note: The grantor also must provide a Form W-9 to trustee of trust.

Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records From Identity Theft
Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:
• Protect your SSN,
• Ensure your employer is protecting your SSN, and
• Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Pub. 5027, Identity Theft Information for Taxpayers.

Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes.

Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2 Form W-9 (Rev. 10-2018) Page 6
The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to [email protected]. 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 [email protected] or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338).

If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027.

Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk.

Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information.

Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and 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.

DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2 12/27/23, 4:06 PM Search | California Secretary of State https://bizfileonline.sos.ca.gov/search/business 1/1
Business Search
The California Business Search provides access to available information for corporations, limited liabilitycompanies and limited partnerships of record with the California Secretary of State, with free PDF copies ofover 17 million imaged business entity documents, including the most recent imaged Statements of Informationled for Corporations and Limited Liability Companies.

Currently, information for Limited Liability Partnerships (e.g. law rms, architecture rms, engineering rms,public accountancy rms, and land survey rms), General Partnerships, and other entity types are notcontained in the California Business Search. If you wish to obtain information about LLPs and GPs, submit aBusiness Entities Order paper form to request copies of lings for these entity types. Note: This search is notintended to serve as a name reservation search. To reserve an entity name, select Forms on the left panel andselect Entity Name Reservation ? Corporation, LLC, LP.

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Disclaimer:Search results are limited to the 500 entities closest matching the entered search criteria. If yourdesired search result is not found within the 500 entities provided, please rene the search criteria using theAdvanced search function for additional results/entities. The California Business Search is updated asdocuments are approved. The data provided is not a complete or certied record.

Although every attempt has been made to ensure that the information contained in the database is accurate,the Secretary of State's oce is not responsible for any loss, consequence, or damage resulting directly orindirectly from reliance on the accuracy, reliability, or timeliness of the information that is provided. All suchinformation is provided "as is." To order certied copies or certicates of status, (1) locate an entity using thesearch; (2)select Request Certicate in the right-hand detail drawer; and (3) complete your request online.

A Basic search can be performed using an entity name or entity number. When conducting a search by an entitynumber, where applicable, remove "C" from the entity number. Note, a basic search will search only ACTIVEentities (Corporations, Limited Liability Companies, Limited Partnerships, Cooperatives, Name Reservations,Foreign Name Reservations, Unincorporated Common Interest Developments, and Out of State Associations). Thebasic search performs a contains ?keyword? search. The Advanced search allows for a ?starts with? lter. Tosearch entities that have a status other than active or to rene search criteria, use the Advanced search feature.

An Advanced search is required when searching for publicly traded disclosure information or a status other thanactive.

An Advanced search allows for searching by specic entity types (e.g., Nonprot Mutual Benet Corporation) or byentity groups (e.g., All Corporations) as well as searching by ?begins with? specic search criteria.

Results: 1
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van dermyden makus 
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VAN DERMYDENMAKUS LAWCORPORATION(3320708) 09/15/2010Active StockCorporation -CA - General CALIFORNIASUE ANN VANDERMYDEN VAN DERMYDEN MAKUS LAWCORPORATION (3320708)
RequestCerticate
09/15/2010
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CALIFORNIA
Stock Corporation - CA -General
2520 VENTURE OAKS WAYSTE 450SACRAMENTO, CA 95833
2520 VENTURE OAKS WAYSTE 450SACRAMENTO,CA95833
09/30/2023
IndividualSUE ANN VAN DERMYDEN2520 VENTURE OAKS WAYSTE 450SACRAMENTO, CA 95833 Initial Filing Date
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Standing - SOS
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DocuSign Envelope ID: D931D7DA-D5D9-4563-BE5A-F46B06BC5CC2

Manhattan Beach City CouncilNovember 4, 2025

Manhattan Beach City Council
November 4, 2025