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Kosmont & Associates, Inc. - Evaluation of Public Safety Services Provided to the Port of San Diego - 2025
Docusign Envelope ID: D091582A-A9E3-4149-AADB-2898725BDC1F AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND KOSMONT &ASSOCIATES,INC.DBA KOSMONT COMPANIES THIS AGREEMENT is entered into by and between the CITY OF NATIONAL CITY, a municipal corporation ("CITY"), and KOSMONT & ASSOCIATES, INC. dba KOSMONT COMPANIES, California corporation(the"CONSULTANT"). RECITALS WHEREAS,the CITY desires to employ a CONSULTANT to provide real estate advisory services to the CITY in connection with the evaluation of the CITY's cost of providing public safety services to the Port of San Diego(the"Port"). including assistance in evaluating the CITY's actual costs of maintaining response capacity and services pursuant to the Municipal Services Agreement("MSA")between the CITY and the Port. WHEREAS, the CITY has determined that the CONSULTANT is an industry leader in economic development and real estate advisory services, serving the needs of cities, counties, quasi-governmental agencies, private companies, developers and non-profit organizations including education institutions across California, and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide real estate advisory services to the CITY in connection with the evaluation of the CITY's cost of providing public safety services to the Port, including assistance in evaluating the CITY's actual costs of maintaining response capacity and services pursuant to the MSA,and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement shall not become effective and binding until fully executed by both the CITY and CONSULTANT.The duration of this Agreement is from the effective date through January 29,2026. Completion dates or time durations for specific portions of the project are set forth in the attached Exhibit"A". This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one(1)year term. Any extension of this Agreement must be approved in writing by the City Manager. Standard Agreement Page 1 of 12 City of National City and Revised January 2024 Kosmont&Associates,Inc.dba Kosmont Companies Docusign Envelope ID:D091582A-A9E3-4149-AADB-2898725BDC1F 3. SCOPE OF SERVICES. The CONSULTANT will perform the services set forth in the attached Exhibit"A". To the extent the provisions of Exhibit"A"are ambiguous in relation to the provisions of this Agreement,inconsistent with the provisions of this Agreement,or expand upon the provisions of this Agreement,the provisions of this Agreement shall take precedence and the provisions of Exhibit"A"shall not apply. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services,except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit"A"to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Benjamin A. Martinez hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement.The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Wil Soholt thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed.Billings shall include labor classifications, respective rates, hours worked and, also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $40,000. The compensation for the CONSULTANT's work shall not exceed the rates set forth in Exhibit"A". Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit"A", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3)years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance,the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work,the manner of performance,and/or the compensation payable to the CONSULTANT in this Agreement,the CITY or the CONSULTANT shall give to the other written notice.Within ten(10) business days,the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance, and/or the compensation payable to the CONSULTANT. Standard Agreement Page 2 of 12 City of National City and Revised January 2024 Kosmont&Associates,Inc.dba Kosmont Companies Docusign Envelope ID:D091582A-A9E3-4149-AADB-2898725BDC1 F 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this project, whether paper or electronic, shall: (1) be free from defects; (2) become the property of the CITY for use with respect to this project; and(3) shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY's prior authorization regarding reproduction,which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use,reuse,alter,reproduce,modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT's written work product for the CITY's purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 15, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT's employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY's employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT's employees,and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement, nor any interest herein, may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY, nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT's employees, except as set forth in this Agreement. The CONSULTANT, or the CONSULTANT's agents, servants, or employees are not in any manner agents, servants, or employees of the CITY. The Standard Agreement Page 3 of 12 City of National City and Revised January 2024 Kosmont&Associates,Inc.dba Kosmont Companies Docusign Envelope ID: D091582A-A9E3-4149-AADB-2898725BDC1F CONSULTANT and its agents, servants, and employees are wholly independent from the CITY and CONSULTANT's obligations to the CITY are solely prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein,shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City,whether now in force or subsequently enacted.The CONSULTANT and each of its SUBCONSULTANT(S),shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. CONSULTANT must promptly produce a copy of any such license,permit,or approval to CITY upon request. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT's trade or profession currently practicing under similar conditions and in similar locations.The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT's employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now,nor has it for the five(5)years preceding, been debarred by a governmental agency or involved in debarment, arbitration, or litigation proceedings concerning the CONSULTANT's professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes, or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform,within the time requirements of the CITY,or,when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise,the CONSULTANT warrants that all products, materials, processes, or treatments identified in the project documents prepared for the CITY are reasonably commercially available.Any failure by the CONSULTANT to use due diligence under this sub-section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified,then within a commercially reasonable time. 13. DRUG FREE WORKPLACE. The CONSULTANT agrees to comply with the CITY's Drug-Free Workplace requirements.Every person awarded a contract by the CITY for the provision of services shall certify to the CITY that it will provide a drug-free workplace. Any subcontract entered into by the CONSULTANT pursuant to this Agreement shall contain this provision. Standard Agreement Page 4 of 12 City of National City and Revised January 2024 Kosmont&Associates,Inc.dba Kosmont Companies Docusign Envelope ID: D091582A-A9E3-4149-AADB-2898725BDC1F 14. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age,race,color,ancestry,religion,sex,sexual orientation,marital status,national origin,physical handicap, or medical condition. Such action shall include,but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training,including apprenticeship.The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 15. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 15, however, shall not apply to any part of the information that(i)has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports,recommendations,conclusions, or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY.In its performance hereunder,the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm, or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition,pursuant to the provisions of Section 16. 16. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 16.1 PERS Eligibility Indemnification. If CONSULTANT's employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System("PERS")to be eligible for enrollment in PERS of the CITY, CONSULTANT shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. CONSULTANT'S employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid by CITY for PERS benefits;or(5)be entitled to any other PERS-related benefit that would accrue Standard Agreement Page 5 of 12 City of National City and Revised January 2024 Kosmont&Associates,Inc.dba Kosmont Companies Docusign Envelope ID:D091582A-A9E3-4149-AADB-2898725BDC1F to a CITY employee. CONSULTANT's employees hereby waive any claims to benefits or compensation described in this Section 17. This Section 17 applies to CONSULTANT notwithstanding any other agency, state, or federal policy, rule, regulation, law, or ordinance to the contrary. 16.2 Limitation of CITY Liability. The payment made to CONSULTANT under this Agreement shall be the full and complete compensation to which CONSULTANT and CONSULTANT's officers,employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONSULTANT nor CONSULTANT's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave,or other fringe benefits applicable to CITY employees.The CITY will not make any federal or state tax withholdings on behalf of CONSULTANT. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONSULTANT. 16.3 Indemnification for Employee Payments. CONSULTANT agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution.to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) CONSULTANT, (2) any employee of CONSULTANT, or(3) any employee of CONSULTANT construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 17. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code, and all amendments thereto; and all similar state or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented,brought,or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 18. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement,the following insurance policies: A. El If checked, Professional Liability Insurance (errors and omissions)with minimum limits of$1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non-owned, and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds,and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance,with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a$2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations,work,or performance under this Agreement. The policy shall Standard Agreement Page 6 of 12 City of National City and Revised January 2024 Kosmont&Associates,Inc.dba Kosmont Companies Docusign Envelope ID: D091582A-A9E3-4149-AADB-2898725BDC1F name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this"project"or"location". The"project"or"location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT's employees and employers' liability insurance with limits of at least$1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers,officials,employees,and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a"claims made" rather than "occurrence"form,the CONSULTANT shall maintain such insurance coverage for three(3)years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City,CA 91950-4397 H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide,or a company of equal financial stability that is approved by the CITY's Risk Manager. In the event coverage is provided by non- admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers("LASLI")and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONSULTANT does not keep all insurance policies required by this Section 19 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self-insured retentions in excess of ten-thousand dollars ($10,000)must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Section 19, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. K. If the CONSULTANT maintains broader coverage or higher limits(or both) than the minimum limits shown above,the CITY shall be entitled to the broader coverage or higher Standard Agreement Page 7 of 12 City of National City and Revised January 2024 Kosmont&Associates,Inc.dba Kosmont Companies Docusign Envelope ID:D091582A-A9E3-4149-AADB-2898725BDC1F limits(or both)maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 19. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event,the prevailing party in such action or dispute,whether by fmal judgment or out-of-court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition,be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon sixty (60) day's written notice to the CONSULTANT.During said sixty(60)day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination,not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT's breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors;or(3)a business reorganization, change in business name, or change in business status of the CONSULTANT. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile, or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail,the business day following its deposit in such overnight mail facility,(iii)if mailed Standard Agreement Page 8 of 12 City of National City and Revised January 2024 Kosmont&Associates,Inc.dba Kosmont Companies Docusign Envelope ID:D091582A-A9E3-4149-AADB-2898725BDC1F by registered, certified, or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service,(iv)if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or(v) if given by telex, telecopy, facsimile, or fax, when sent. Any notice, request, demand, direction, or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Benjamin A. Martinez City Manager City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Wil Soholt Senior Vice President Kosmont&Associates, Inc. dba Kosmont Companies 1601 N Sepulveda Blvd.#382 Manhattan Beach, CA 90266 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice,demand, request, or communication sent. Any notice, request, demand, direction, or other communication sent by cable,telex,telecopy,facsimile,or fax must be confirmed within forty-eight(48)hours by letter mailed or delivered as specified in this Section. 23. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process, or material for the project in which the CONSULTANT has a material fmancial interest, either direct or indirect,without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code.The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as deemed in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically,the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs, or expenses the CITY may suffer by virtue of any violation of this Section 23 by the CONSULTANT. Standard Agreement Page 9 of 12 City of National City and Revised January 2024 Kosmont&Associates,Inc,dba Kosmont Companies Docusign Envelope ID:D091582A-A9E3-4149-AADB-2898725BDC1F 24. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wage rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3, 1720.4,and 1771.Consultant is solely responsible to determine if state prevailing wage rates apply and, if applicable,pay such rates in accordance with all laws,ordinances, rules, and regulations. 25. ADMINISTRATIVE PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday,or federal, state,or legal holiday,then such date shall automatically.be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday, or federal, state,or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original,but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein,the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto,to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes.To the extent any exhibits,schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement,the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Assignment&Assumption of Rights. CONSULTANT shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. H. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. I. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. J. Audit. If this Agreement exceeds ten-thousand dollars($10,000),the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement,per Government Code Section 8546.7. K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations, and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof.No subsequent agreement,representation, or promise made by either party hereto,or by or to an employee,officer,agent,or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. Standard Agreement Page 10 of 12 City of National City and Revised January 2024 Kosmont&Associates,Inc.dba Kosmont Companies Docusign Envelope ID: D091582A-A9E3-4149-AADB-2898725BDC1 F M. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work,unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY,both the insurance provisions in Section 19 and the indemnification and hold harmless provision of Section 16 of this Agreement. N. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii)each party has actively participated in the drafting,preparation, and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and(vi)any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and year written below. CITY OF NATIONAL CITY KOSMONT&ASSOCIATES,INC. (Corporation—signatures of two corporate officers required) (Partnership or Sole proprietorship—one signature) r—DocuSign.d by: By: B k lkira F b4 amin A. artinez, y Ken ntira t." City Manager President Date: //26 - Date: 1/29/2025 APPROVED AS TO FORM: By: 0, cf, Barry J. ScIA1 City Attorney/ Date: //2/!ZJ� Standard Agreement Page 11 of 12 City of National City and Revised January 2024 Kosmont&Associates,Inc.dba Kosmont Companies Docusign Envelope ID:D091582A-A9E3-4149-AADB-2898725BDC1F CONTACT INFORMATION CITY OF NATIONAL CITY KOSMONT&ASSOCIATES,INC.DBA 1243 National City Boulevard KOSMONT COMPANIES National City, CA 91950-4397 Phone: (619) 336-4523 Phone: 424-297-1070 Contact: Benjamin A. Martinez Contact: Ken K. Hira Title: City Manager Title: President Dept.: City Manager's Office Email: khira@kosmont.com Email: bmartinez@nationalcityca.gov Taxpayer I.D.No.: 95-4257431 Standard Agreement Page 12 of 12 City of National City and Revised January 2024 Kosmont&Associates,Inc.dba Kosmont Companies Docusign Envelope ID:D091582A-A9E3-4149-AADB-2898725BDC1F Exhibit "A" kosmon . companies since 1986 January 16, 2025 Benjamin Martinez City Manager City of National City 1253 National City Boulevard National City, CA 91950 Re: Proposal for Services to Evaluate City Costs for Municipal Services Agreement with the Port of San Diego Dear Mr. Martinez: Kosmont &Associates, Inc. doing business as Kosmont Companies ("Consultant" or"Kosmont") is pleased to present this proposal for real estate advisory services to the City of National City ("Client", or "City") in connection with the evaluation of the City's cost of providing public safety services to the port of San Diego ("Analysis"). This proposal serves as an Agreement when executed and returned by Client to Kosmont. I. BACKGROUND AND OBJECTIVE The City currently provides public safety services to the Port of San Diego ("Port") under a Municipal Service Agreement/reimbursement agreement("MSA"). The City desires Consultant's assistance in evaluating the City's actual costs of maintaining response capacity and services pursuant to the MSA. II. SCOPE OF SERVICES Approach to Tasks: The prospective assignment and consulting services that Kosmont will provide will be of a relatively limited scope and duration, and advisory in nature. Kosmont will be making recommendations only, which advise the Client and jurisdictions, including their elected officials, appointed officials, and staff, which they can either accept or reject. None of Kosmont's staff will act in a capacity as an elected official, nor appointed official, nor as staff, nor as serving in a "designated" position. Task 1: Review of City's Current MSA Consultant will review the City's current MSA, as well as supporting documentation provided by Client. Kosmont Companies Mailing Address:1601 N.Sepulveda Blvd.,#382 (424)297-1070 Physical Address:2301 Rosecrans Ave,Ste.4140 Manhattan Beach,CA 90266 www.kosmont.com El Segundo,CA 90245 Docusign Envelope ID:D091582A-A9E3-4149-AADB-2898725BDC1F kosmon City of National City Proposal For Services to Evaluate City Costs for Municipal Services Agreement ni January 16,2025 . companies Task 2: Review of Other Area MSAs Consultant will review MSAs between other proximate municipalities and the Port if available for review by Consultant. Task 3: Research of City's Public Safety Costs Consultant will research the City's cost of maintaining public safety response capacity and services to the Port pursuant to the MSA. As part of this task consultant will seek to discuss public safety services and costs with leadership of the City's police and fire services. Consultant will also review available City budgetary information related to the same. Task 4: Analysis & Cost Model Based on the findings from Task 1 though Task 3 Consultant will prepare and provide to Client a summary of Consultant's Analysis and estimate of the City's costs associated with providing services pursuant to the MSA with the Port. Meeting(s)associated with presenting information will be virtual (Zoom or Teams) unless otherwise agreed upon between Client and Consultant. Task 5: As Needed Service Consultant is available to provide as needed real estate advisory services as requested by Client and mutually agreed upon by Consultant so long as sufficient budget remains. III. SCHEDULE AND REQUIRED DATA Consultant is prepared to commence work upon receipt of executed Agreement. Client will provide Consultant with relevant existing project data. IV. COMPENSATION Compensation for Tasks 1 through 5 is estimated at $40,000 for professional services (hourly) fees at Consultant's billing rates as shown on Attachment A. The budget is considered to be sufficient to complete Tasks 1 through 4, though given the potential iterative and uncertain nature of the Analysis and potential for requests for follow-on analyses and negotiation support, additional budget may ultimately be requested by Consultant. Future increases in budget will require approval by Client in advance. Budget may be increased by Client at any time. Consultant anticipates a single consolidated round of Client comments and revisions to draft work product before Kosmont provides a final version of work product. If necessary, additional rounds of comments and revisions can be accommodated on an hourly basis. Consultant's attendance or participation at any publicly noticed meeting, whether such participation is in person, digital, video and/or telephonic (e.g., City Council, Planning Commission, Public Agency Board, other), as requested by Client is in addition to compensation for Tasks 1 through 5 and will be billed at the professional services (hourly) fees as shown on Attachment A. Services will be invoiced monthly at Consultant's standard billing rates, as shown on Attachment A. In addition to professional services (hourly) fees, invoices will include reimbursement for out- of-pocket expenses such as travel and mileage (provided that there shall be no overnight travel Kosmont Companies 2 I P a g e (424)297-1070 www.kosmont.com Docusign Envelope ID:D091582A-A9E3-4149-AADB-2898725BDC1F City of National City Proposal For Services to Evaluate City Costs for Municipal Services Agreement January 16,2025 kosmon . companies without the Client's prior approval and that mileage shall be reimbursed at the current IRS mileage reimbursement rate), professional printing, conference calls, and delivery charges for messenger and overnight packages at actual cost. Unless otherwise agreed to in advance, out-of-area travel, if any, requires advance funding of flights and hotel accommodations. Consultant will also include in each invoice an administrative services fee to cover in-house copy, fax, telephone and postage costs equal to four percent (4.0%) of Consultant's monthly professional service fees incurred. Any unpaid invoices after 30 days shall accrue interest at the rate of 10% per annum. For the convenience of Kosmont's clients, we offer a secure credit card payment service. The credit card payment link is: https://kosmont.paidyet.com and there are two ways to make a secure credit card payment: 1. Fill in the "Make a Payment' form when you go to the link (https://kosmont.paidyet.com), or 2. Call Kosmont Companies' accounting desk(424)297-1072 to make a credit card payment Consultant is prepared to commence work upon receipt of executed Agreement. DISCLOSURE: Compensation for possible future transaction-based services or brokerage services. The following is being provided solely as an advance disclosure of possible real estate brokerage and finance services and potential compensation for such services.This disclosure is not intended to commit the Client. When assignments involve real estate/property brokerage services, such transaction-based services are typically provided by Kosmont Real Estate Services, Inc. dba Kosmont Realty("KR"), which is licensed by the State of California Department of Real Estate (License# 02058445). Compensation to KR is typically paid through commissions for property sale transactions, lease transactions and success/broker fees. KR also provides Broker Opinions of Value ("BOV") services on a fixed fee basis. When assignments involve public finance services on behalf of a public agency, such municipal advisory services are provided by Kosmont Financial Services (KFS). KFS is an independent Registered Municipal Advisor with the Securities and Exchange Commission and the Municipal Securities Rulemaking Board. SEC registration does not constitute an endorsement of the firm by the Commission or state securities regulators. Kosmont Companies 3 I P a g e (424)297-1070 www.kosmont.com Docusign Envelope ID:D091582A-A9E3-4149-AADB-2898725BDC1F kosmon City of National City Proposal For Services to Evaluate City Costs for Municipal Services Agreement January 16,2025 . companies V. OTHER PROVISIONS A. Termination. Client or Consultant shall have the right to terminate this Agreement at any time upon written notification to the other party. Payment for fees accrued through the date of termination shall be remitted in full. B. Arbitration.Any controversy or claim arising out of or in relation to this Agreement, or the making, performance, interpretation or breach thereof, shall be settled by arbitration at JAMS in Los Angeles, California. Each of the parties to such arbitration proceeding shall be entitled to take up to five depositions with document requests. The provisions of Section 1283.05 (except subdivision (e) thereof) of the California Code of Civil Procedure are incorporated by reference herein, except to the extent they conflict with this Agreement, in which case this Agreement is controlling. If the matter is heard by only one arbitrator, such arbitrator shall be a member of the State Bar of California or a retired judge. If the matter is heard by an arbitration panel, at least one member of such panel shall be a member of the State Bar of California or a retired judge. The arbitrator or arbitrators shall decide all questions of law, and all mixed questions of law and fact, in accordance with the substantive law of the State of California to the end that all rights and defenses which either party may have asserted in a court of competent jurisdiction shall be fully available to such party in the arbitration proceeding contemplated hereby. The arbitrator and arbitrators shall set forth and deliver their findings of fact and conclusions of law with the delivery of the arbitration award. Judgment upon the award rendered shall be final and non-appealable and may be entered in any court having jurisdiction. C. Attorneys' Fees. In the event of any legal action, arbitration, or proceeding arising out of an alleged breach of this Agreement, the party prevailing in such legal action, arbitration, or proceeding shall be entitled to recover reasonable attorneys' fees, expenses and costs, as well as all actual attorneys'fees, expenses and cost incurred in enforcing any judgment entered. D. Authority. Each of the parties executing this Agreement warrants that persons duly authorized to bind each such party to its terms execute this Agreement. E. Further Actions. The parties agree to execute such additional documents and take such further actions as may be necessary to carry out the provisions and intent of this Agreement. F. Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party without the prior written consent of the other party. G. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. H. Entire Agreement; Amendments and Waivers. This Agreement contains the entire agreement between the parties relating to the transactions contemplated hereby and any and all prior discussions, negotiations, commitments and understanding, whether written or oral, related hereto are superseded hereby. No addition or modification of any term or provision of this Agreement shall be effective unless set forth in writing signed by both parties. No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver of such Kosmont Companies 4 1 P a g e (424)297-1070 www.kosmont.com Docusign Envelope ID:D091582A-A9E3-4149-AADB-2898725BDC1F kosmon City of National City Proposal For Services to Evaluate City Costs for Municipal Services Agreement January 16,2025 . companies provisions unless otherwise expressly provided. Each party to this Agreement has participated in its drafting and, therefore, ambiguities in this Agreement will not be construed against any party to this Agreement. I. Severability. If any term or provision of this Agreement shall be deemed invalid or unenforceable,the remainder of this Agreement shall not be affected thereby, and each remaining term and provision of this Agreement shall be valid and in force to the fullest extent permitted by law. J. Notices. All notices, requests, demands and other communications which may be required under this Agreement shall be in writing and shall be deemed to have been received when transmitted; if personally delivered, if transmitted by telecopier, electronic or digital transmission method, upon transmission; if sent by next day delivery to a domestic address by a recognized overnight delivery service (e.g., Federal Express), the day after it is sent; and if sent by certified or registered mail, return receipt requested, upon receipt. In each case, notice shall be sent to the principal place of business of the respective party. Either party may change its address by giving written notice thereof to the other in accordance with the provisions of this paragraph. K. Titles and Captions. Titles and captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision herein. L. Governing Law. The statutory, administrative and judicial law of the State of California (without reference to choice of law provisions of California law) shall govern the execution and performance of this Agreement. M. Confidentiality. Each of the parties agrees not to disclose this Agreement or any information concerning this Agreement to any persons or entities, other than to their attorneys and accountants, or as otherwise may be required by law. N. Counterparts. This Agreement may be executed in one or more counterparts, each of which constitutes an original, and all of which together constitute one and the same instrument. The signature of any person on a telecopy of this Agreement, or any notice, action or consent taken pursuant to this Agreement shall have the same full force and effect as such person's original signature. O. Disclaimer. Consultant's financial analysis activities and work product, which may include but is not limited to pro forma analysis and tax projections, are projections only. Actual results may differ materially from those expressed in the analysis performed by Consultant due to the integrity of data received, market conditions, economic events and conditions, and a variety of factors that could materially affect the data and conclusions. Client's reliance on Consultant's analysis must consider the foregoing. Consultant services outlined and described herein are advisory services only. Any decisions or actions taken or not taken by Client and affiliates, are deemed to be based on Client's understanding and by execution of this Agreement, acknowledgement that Consultant's services Kosmont Companies 5 I P a g e (424)297-1070 www.kosmont.com Docusign Envelope ID:D091582A-A9E3-4149-AADB-2898725BDC1F kosmon City of National City Proposal For Services to Evaluate City Costs for Municipal Services Agreement January 16,2025 . companies are advisory only and as such, cannot be relied on as to the results, performance and conclusions of any investment or project that Client may or may not undertake as related to the services provided including any verbal or written communications by and between the Client and Consultant. Client acknowledges that Consultant's use of work product is limited to the purposes contemplated within this Agreement. Consultant makes no representation of the work product's application to, or suitability for use in, circumstances not contemplated by the scope of work under this Agreement. P. Limitation of Damages. In the event Consultant is found liable for any violation of duty, whether in tort or in contract, damages shall be limited to the amount Consultant has received from Client. Q. Force Majeure. Consultant shall not be liable for failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by significant circumstances beyond its reasonable control, including, without limitation: epidemic; acts of God; earthquakes; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage; strikes; riots; wide-spread power failures and wide-spread internet failure. Contractual performance and deadline(s) shall be extended for a period equal to the time lost by reason of the delay. R. Expiration of Proposal for Services. If this Agreement is not fully executed by the parties within thirty (30)days from the date of this letter, this proposal shall expire. S. Not an agreement for Legal Services or Legal Advice. This Agreement does not constitute an agreement for the performance of legal services or the provision of legal advice, or legal opinion. Client should seek independent legal counsel on matters for which Client is seeking legal advice. [ signature page follows ] Kosmont Companies 6 ' Page (424(297-1070 www.kosmont.com Docusign Envelope ID:D091582A-A9E3-4149-AADB-2898725BDC1F City of National City Proposal For Services to Evaluate City Costs for Municipal Services Agreement January 16,2025 kosmon . companies VI.ACCEPTANCE AND AUTHORIZATION If this Agreement is acceptable to Client, please execute two copies of the Agreement and return both originals to Kosmont Companies. Upon receipt of both signed contracts, we will return one fully executed original for your files. Kosmont will commence work upon receipt of executed Agreement. Read, understood, and agreed to this Day of 2025 City of National City Kosmont &Associates, Inc. doing business as "Kosmont Companies" By: By: (Signature) (Signature) Name: Name: Ken K. Hira (Print Name) Its: Its: President (Title) Kosmont Companies 7 I P a g e (424)297-1070 www.kosmont.com Docusign Envelope ID:D091582A-A9E3-4149-AADB-2898725BDC1F kosmon companiesCity of National City Proposal For Services to Evaluate City Costs for Municipal Services Agreement January 16,2025 ATTACHMENT A Kosmont Companies 2025 Public Agency Fee Schedule Professional Services Chairman & CEO $525.00/hour President $425.00/hour Sr. Vice President/Sr. Advisor/Sr. Managing Director $395.00/hour Vice President/Project Advisor $295.00/hour Senior Project Analyst $195.00/hour Project Analyst/Project Research $195.00/hour Assistant Project Analyst/Assistant Project Manager $165.00/hour Project Promotion/Graphics/GIS Mapping Services $ 95.00/hour Clerical Support $ 80.00/hour Additional Expenses In addition to professional services (labor fees): 1) An administrative fee for in-house copy, fax, phone, postage costs, digital/technological support and related administrative expenses will be charged, which will be computed at four percent (4.0 %) of monthly Kosmont Companies professional service fees incurred; plus 2) Out-of-pocket expenditures,such as travel and mileage, professional printing, and delivery charges for messenger and overnight packages will be charged at cost. 3) Project/Market data sources for support of evaluation and analysis e.g., ESRI, Placer.ai, CoStar/STR, IMPLAN, ParcelQuest and other based on quoted project cost. 4) If Kosmont retains Third Party Vendor(s) for Client (with Client's advance approval), fees and cost will be billed to Client at 1.1X (times)fees and costs. 5) Consultant's attendance or participation at any public meeting, whether such participation is in person, digital, video and/or telephonic (e.g., City Council, Planning Commission, Public Agency Board, other) requested by Client and are beyond those specifically identified in the Scope of Work will be billed at the professional services (hourly) fees as shown on this Attachment A. • Charges for Court/Deposition/Expert Witness-Related Appearances Court-related (non-preparation)activities, such as court appearances, depositions, mediation, arbitration, dispute resolution and other expert witness activities, will be charged at a court rate of 1.5 times scheduled rates, with a 4-hour minimum. Rates shall remain in effect until December 31, 2025. Kosmont Companies Wage (424)297-1070 www.kosmont.com AC� DATE(MM/DD/YYYY) ��. CERTIFICATE OF LIABILITY INSURANCE Acct# 1171322 01/28/2025 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 POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT LOCKTON COMPANIES,LLC PHOE: FAX 3657 Briarpark Dr.,Suite 700 PHONE No.Ext): 888 828 8365 A/C.No): EDAIL DRE ins eri certs locktonaffinit com Houston,TX 77042 ADDRESS: P h/ @ Y• INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Indemnity Insurance Company of North America 43575 INSURED INSURER B: KOSMONT&ASSOCIATES,INC. 2301 ROSECRANS AVE STE 4140 INSURER C: EL SEGUNDO,CA 90245-4966 INSURER D: 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 PERIOD 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTRJNSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCEDAMAGE TO RENTED $ CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATIOPER N AND EMPLOYERS'LIABILITY STATUTE ERH ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.X L.EACH ACCIDENT $ 1000000 A OFFICER/MEMBER EXCLUDED? n N/A X C72293551 10/01/2024 10/01/2025 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1000000 If Yes,describe under 100000° DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) WAIVER OF SUBROGATION IN FAVOR OF CERTIFICATE HOLDER WHERE REQUIRED BY WRITTEN CONTRACT. CERTIFICATE HOLDER CANCELLATION City of National City SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTN:c/o Risk Manager THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1243 National City Boulevard National City CA 91950-4397 AUTHORIZED REPRESENTATIVE ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Workers' Compensation and Employers'Liability Policy Named Insured Endorsement Number KOSMONT&ASSOCIATES,INC. 2301 ROSECRANS AVE STE 4140 EL SEGUNDO,CA 90245-4966 Policy Number Symbol:WLR Number: C72293551 Policy Period Effective Date of Endorsement 10/01/2024 TO 10/01/2025 01/28/2025 Issued By(Name of Insurance Company) Indemnity Insurance Company of North America Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. ( X ) Specific Waiver Name of person or organization: City of National City 1243 National City Boulevard National City, CA 91950-4397 ( ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be INCLUDED percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. �' n 4. Minimum Premium: INCLUDED Authorized Agent WC 90 03 75 (05/18) KOSM&AS-01 BSTERNBERG AC-ORO CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD YYYY) 1/28/2025 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 POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#0C36891 CONTACT Brett R Sternberg NAME: Lyddy Martin Company PHONE 5021 Verdugo Way (A/C,No,Ext):(310)478-2625 317 I FAX (A/C,No): Ste. 105#414 ADDRESS:brett@lyddymartin.com Camarillo,CA 93012 INSURER(S)AFFORDING COVERAGE NAIC& INSURER A:Sentinel Insurance Company,Ltd 11000 INSURED INSURER B: _ Kosmont&Associates,Inc. INSURER C. Dba: Kosmont Companies 1601 N.Sepulveda Blvd.#382 INSURER D: _ Manhattan Beach,CA 90266 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 192 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MM/DD/YYYYI (MM/DDIYYW) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR 72SBABC3942 6/27/2024 6/27/2025 DAMAGETORENTED 1,000,000 XPREMISES(Ea occurrence) $ 10,000 MED EXP(Any one person) $ PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY[ PRO- JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED en SINGLE LIMIT $ 1,000,000 ANY AUTO 72SBABC3942 6/27/2024 6/27/2025 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY _ AUTOS pBOORDILY INJURY(Per accident) $ X AUTOS ONLY X AUTOS ONLYY (Perr axideent)AMAGE A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 3,000,000 EXCESS LIAB CLAIMS-MADE 72SBABC3942 6/27/2024 6/27/2025 AGGREGATE $ 3,000,000 DED X RETENTIONS 10,000 $ WORKERS COMPENSATION PER AND EMPLOYERS'LIABILITY YIN STATUTE ERH ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ FFICER/MEMBER EXCLUDED? N/A Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate holder is included as additional insured per written contract/agreement as respects to general liability-See attached business liability endorsement #SS00080405 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of National CityTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y ACCORDANCE WITH THE POLICY PROVISIONS. do Risk Manager 1243 National City Boulevard National City,CA 91950-4397 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred;or "employees", "volunteer workers", any partner or member(if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person(other than your"employee"or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization Any person or organization having proper responsible for the conduct of such person is also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment,and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property;and However,no person or organization is an insured (2) Until your legal representative has with respect to: ii been appointed. a. "Bodily injury" to a co-"employee" of the 'j d. Legal Representative If You Die person driving the equipment;or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge,any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with respect to liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no other injury or damage with respect to which an insured under this insurance is also an insurance of any kind is available to that person or organization for this liability. insured under another policy or would be an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft;or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract.sWr'itfett `Agreertnt `Or- available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) Identified in only until the 180th day after you acquire Paragraphs a. through f. betow are additional or form the organization or the end of the insureds when you have agreed, In a written policy period,whichever is earlier;and Form SS 00 08 04 05 Page 11of24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision,that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement,or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises inconnection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made-a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor;or a. Vendors (h) "Bodily injury" or "property Any person(s)or organization(s)(referred to damage" arising out of the sole below as vendor), but only with respect to negligence of the vendor for its own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of"your products" which are distributed acting on its behalf. However,this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs(d)or(f);or "products-completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of liability in a contract or agreement. whom you have acquired such products, This exclusion does not apply to or any ingredient, part or container, entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for"bodily (c) Any physical or chemical change in the product made intentionally injury", "property damage" or by the vendor; "personal and advertising injury" caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance;and operations, for which you have been as an additional insured by that (2) The total of all deductible and self- added insured amounts under all that other insurance;or insurance. (7) When You Add Others As An We will share the remaining loss,if any,with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares,we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method,each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or permitpart of any payment, including that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs(a)and (b)do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. When this insurance is excess, we will If the insured has waived any rights of recovery against any person or have no duty under this Coverage Part to part of a organization defend the insured against any"suit"if any Wall orrt� yment, other insurer has a duty to defend the including Supplementary Payments,. we- insuredhe insurer t hat "suitduty". If other have made under this Coverage Part, we noalso waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's rights against all those other insurers. such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 ACCPREP DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 1/28/2025 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 POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONI ACT NAME: Rick Powell Rick Powell Insurance Agency,LLC (NC, Ext): (818)861-7440 FAX No): E-MAIL rick@insurance4ca.com 3500 West Olive Ave.Suite 300 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Burbank CA 91505 INSURER A: HISCOX INS CO INC 10200 INSURED INSURER B: Kosmont&Associates,Inc.dba Kosmont Companies INSURER C: 1601 N SEPULVEDA BLVD#382 INSURER D: INSURER E: MANHATTAN BEACH CA 90266 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 PERIOD 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. INSR W LTR TYPE OF INSURANCE NSD W (MM/DD/YYYY) (MMIDD/YY VD POLICY NUMBER UISK POLICY POLICY LIMITS YY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY n PROT- I I I�I JECLOC PRODUCTS-COMP/OPAGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED -SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPER IY DAMAGE $ AUTOS ONLY _AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE _ $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE n NIA E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Per Claim 2,000,000 A Errors and Omissions MPL1425837.24 03/15/2024 03/15/2025 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of National City ACCORDANCE WITH THE POLICY PROVISIONS. c/o Risk Manager AUTHORIZED REPRESENTATIVE 1243 National City Blvd Rink.PoweU- National City CA 91950 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Form W-9 Request for Taxpayer Give form to the (Rev.March2024) Identification Number and Certification requester. Do not Department of the reasury Go to www.irs.gov/FormW9 for instructions and the latest information. send to the IRS. Internal Revenue Service Service Before you begin.For guidance related to the purpose of Form W-9,see Purpose of Form,below. 1 Name of entity/individual.An entry is required.(For a sole proprietor or disregarded entity,enter the owner's name on line 1,and enter the business/disregarded entity's name on line 2.) Kosmont & Associates, Inc. 2 Business name/disregarded entity name,if different from above. Kosmont Companies 3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1.Check 4 Exemptions(codes apply only to monly one of the following seven boxes. certain entities,not individuals; o. see instructions on page 3): c ❑ Individual/sole proprietor ❑ C corporation ® S corporation ❑ Partnership ❑ Trust/estate ai ❑ LLC.Enter the tax classification(C=C corporation,S=S corporation,P =Partnership) . . . . Exempt payee code(if any) o. Note:Check the"LLC"box above and,in the entry space,enter the appropriate code(C,S,or P)for the tax classification of the LLC,unless it is a disregarded entity.A disregarded entity should instead check the appropriate Exemption from Foreign Account Tax o le) � box for the tax classification of its owner. Compliance Act(FATCA)reporting 48 ❑ Other(see instructions) code(if any) O.• V 54 3b If on line 3a you checked"Partnership"or"Trust/estate,"or checked"LLC"and entered"P"as its tax classification, (Applies to accounts maintained C, and you are providing this form to a partnership,trust,or estate in which you have an ownership interest, check outside the United States.) N this box if you have any foreign partners,owners,or beneficiaries.See instructions ❑ aa) 5 Address(number,street,and apt.or suite no.).See instructions. Requester's name and address(optional) ci' 1601 N Sepulveda Blvd., #382 6 City,state,and ZIP code Manhattan Beach, CA 90266 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 Social security number 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 or TIN,later. Employer identification number Note: If the account is in more than one name,see the instructions for line 1.See also What Name and Number To Give the Requester for guidelines on whose number to enter. 9 5 — 4 2 5 7 4 3 1 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 ar t required to sign the certification,but you must provide your correct TIN.See the instructions for Part II,later. Sign Signature of Here U.S.person Js� Date May 22, 2024 General Instructions New line 3b has been added to this form.A flow-through entity is required to complete this line to indicate that it has direct or indirect Section references are to the Internal Revenue Code unless otherwise foreign partners,owners,or beneficiaries when it provides the Form W-9 noted. to another flow-through entity in which it has an ownership interest.This Future developments.For the latest information about developments change is intended to provide a flow-through entity with information related to Form W-9 and its instructions,such as legislation enacted regarding the status of its indirect foreign partners,owners,or after they were published,go to www.irs.gov/FormW9. beneficiaries,so that it can satisfy any applicable reporting requirements.For example,a partnership that has any indirect foreign What's New partners may be required to complete Schedules K-2 and K-3.See the Partnership Instructions for Schedules K-2 and K-3(Form 1065). Line 3a has been modified to clarify how a disregarded entity completes this line.An LLC that is a disregarded entity should check the Purpose of Form appropriate box for the tax classification of its owner.Otherwise,it should check the"LLC"box and enter its appropriate tax classification. An individual or entity(Form W-9 requester)who is required to file an information retum with the IRS is giving you this form because they Cat.No.10231X Form W-9(Rev.3-2024) Form W-9(Rev.3-2024) Page 2 must obtain your correct taxpayer identification number(TIN),which Foreign person.If you are a foreign person or the U.S.branch of a may be your social security number(SSN),individual taxpayer foreign bank that has elected to be treated as a U.S.person(under identification number(ITIN),adoption taxpayer identification number Regulations section 1.1441-1(bX2Xiv)or other applicable section for (ATIN),or employer identification number(EIN),to report on an chapter 3 or 4 purposes),do not use Form W-9.Instead,use the information return the amount paid to you,or other amount reportable appropriate Form W-8 or Form 8233(see Pub.515).If you are a on an information return.Examples of information returns include,but qualified foreign pension fund under Regulations section 1.897(I)-1(d),or are not limited to,the following. a partnership that is wholly owned by qualified foreign pension funds, -Form 1099-INT(interest earned or paid). that is treated as a non-foreign person for purposes of section 1445 -Form 1099-DIV(dividends,including those from stocks or mutual withholding,do not use Form W-9.Instead,use Form W-8EXP(or other certification of non-foreign status). funds). Nonresident alien who becomes a resident alien.Generally,only a -Form 1099-MISC(various types of income,prizes,awards,or gross nonresident alien individual may use the terms of a tax treaty to reduce proceeds). or eliminate U.S.tax on certain types of income.However,most tax •Form 1099-NEC(nonemployee compensation). treaties contain a provision known as a saving clause.Exceptions -Form 1099-B(stock or mutual fund sales and certain other specified in the saving clause may permit an exemption from tax to transactions by brokers). continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. - Form 1099-S(proceeds from real estate transactions). If you are a U.S.resident alien who is relying on an exception -Form 1099-K(merchant card and third-party network transactions). contained in the saving clause of a tax treaty to claim an exemption • Form 1098(home mortgage interest), 1098-E(student loan interest), from U.S.tax on certain types of income,you must attach a statement and 1098-T(tuition). to Form W-9 that specifies the following five items. • Form 1099-C(canceled debt). 1. The treaty country.Generally,this must be the same treaty under - Form 1099-A(acquisition or abandonment of secured property). which you claimed exemption from tax as a nonresident alien. Use Form W-9 only if you are a U.S.person(including a resident 2. The treaty article addressing the income. alien),to provide your correct TIN. 3. The article number(or location)in the tax treaty that contains the Caution:If you don't return Form W-9 to the requester with a TIN,you saving clause and its exceptions. might be subject to backup withholding.See What is backup 4. The type and amount of income that qualifies for the exemption withholding,later. from tax. By signing the filled-out form,you: 5. Sufficient facts to justify the exemption from tax under the terms of 1. Certify that the TIN you are giving is correct(or you are waiting for a the treaty article. number to be issued); Example.Article 20 of the U.S.-China income tax treaty allows an 2 Certify that you are not subject to backup withholding;or exemption from tax for scholarship income received by a Chinese Claim exemption from backup withholding if you are a U.S.exempt student temporarily present in the United States.Under U.S.law,this 3. student will become a resident alien for tax purposes if their stay in the payee;3. Cl and United States exceeds 5 calendar years.However,paragraph 2 of the 4. Certify to your non-foreign status for purposes of withholding under first Protocol to the U.S.-China treaty(dated April 30, 1984)allows the chapter 3 or 4 of the Code(if applicable);and provisions of Article 20 to continue to apply even after the Chinese 5. Certify that FATCA code(s)entered on this form(if any)indicating student becomes a resident alien of the United States.A Chinese that you are exempt from the FATCA reporting is correct.See What Is student who qualifies for this exception(under paragraph 2 of the first FATCA Reporting,later,for further information. Protocol)and is relying on this exception to claim an exemption from tax on their scholarship or fellowship income would attach to Form W-9 a Note: If you are a U.S.person and a requester gives you a form other statement that includes the information described above to support that than Form W-9 to request your TIN,you must use the requester's form if exemption. it is substantially similar to this Form W-9. If you are a nonresident alien or a foreign entity,give the requester the Definition of a U.S.person.For federal tax purposes,you are appropriate completed Form W-8 or Form 8233. considered a U.S.person if you are: •An individual who is a U.S.citizen or U.S.resident alien; Backup Withholding •A partnership,corporation,company,or association created or What is backup withholding?Persons making certain payments to you organized in the United States or under the laws of the United States; must under certain conditions withhold and pay to the IRS 24%of such •An estate(other than a foreign estate);or payments.This is called"backup withholding."Payments that may be •A domestic trust(as defined in Regulations section 301.7701-7). subject to backup withholding include,but are not limited to,interest,tax- exempt interest,dividends,broker and barter exchange transactions, Establishing U.S.status for purposes of chapter 3 and chapter 4 rents,royalties,nonemployee pay,payments made in settlement of withholding.Payments made to foreign persons,including certain payment card and third-party network transactions,and certain distributions,allocations of income,or transfers of sales proceeds,may payments from fishing boat operators. Real estate transactions are not be subject to withholding under chapter 3 or chapter 4 of the Code subject to backup withholding. (sections 1441-1474).Under those rules,if a Form W-9 or other You will not be subject to backup withholding on payments you receive certification of non-foreign status has not been received,a withholding if you give the requester your correct TIN,make the proper certifications, agent,transferee,or partnership(payor)generally applies presumption and report all your taxable interest and dividends on your tax return. rules that may require the payor to withhold applicable tax from the recipient,owner,transferor,or partner(payee).See Pub.515, Payments you receive will be subject to backup withholding if: Withholding of Tax on Nonresident Aliens and Foreign Entities. 1.You do not furnish your TIN to the requester; The following persons must provide Form W-9 to the payor for 2.You do not certify your TIN when required(see the instructions for purposes of establishing its non-foreign status. Part II for details); - In the case of a disregarded entity with a U.S.owner,the U.S. owner 3.The IRS tells the requester that you furnished an incorrect TIN; of the disregarded entity and not the disregarded entity. 4. The IRS tells you that you are subject to backup withholding • In the case of a grantor trust with a U.S.grantor or other U.S. owner, because you did not report all your interest and dividends on your tax generally,the U.S.grantor or other U.S.owner of the grantor trust and return(for reportable interest and dividends only);or not the grantor trust. 5.You do not certify to the requester that you are not subject to - In the case of a U.S.trust(other than a grantor trust),the U.S.trust backup withholding,as described in item 4 under"By signing the filled- and not the beneficiaries of the trust. out form"above(for reportable interest and dividend accounts opened See Pub.515 for more information on providing a Form W-9 or a after 1983 only). certification of non-foreign status to avoid withholding. Form W-9(Rev.3-2024) Page 3 Certain payees and payments are exempt from backup withholding. example,if a foreign LLC that is treated as a disregarded entity for U.S. See Exempt payee code,later,and the separate Instructions for the federal tax purposes has a single owner that is a U.S.person,the U.S. Requester of Form W-9 for more information. owner's name is required to be provided on line 1.If the direct owner of See also Establishing U.S.status for purposes of chapter 3 and the entity is also a disregarded entity,enter the first owner that is not chapter 4 withholding,earlier. disregarded for federal tax purposes.Enter the disregarded entity's name on line 2.If the owner of the disregarded entity is a foreign person, What Is FATCA Reporting? 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. The Foreign Account Tax Compliance Act(FATCA)requires a participating foreign financial institution to report all U.S.account Line 2 holders that are specified U.S.persons.Certain payees are exempt from If you have a business name,trade name,DBA name,or disregarded FATCA reporting.See Exemption from FATCA reporting code,later,and entity name,enter it on line 2. the Instructions for the Requester of Form W-9 for more information. Line 3a Updating Your Information Check the appropriate box on line 3a for the U.S.federal tax You must provide updated information to any person to whom you classification of the person whose name is entered on line 1.Check only claimed to be an exempt payee if you are no longer an exempt payee one box on line 3a. and anticipate receiving reportable payments in the future from this IF the entity/individual on line 1 THEN check the box for... person.For example,you may need to provide updated information if you are a C corporation that elects to be an S corporation,or if you are is a(n)... no longer tax exempt. In addition,you must furnish a new Form W-9 if • Corporation Corporation. the name or TIN changes for the account,for example,if the grantor of a • Individual or Individual/sole proprietor. grantor trust dies. - Sole proprietorship Penalties - LLC classified as a partnership Limited liability company and Failure to furnish TIN.If you fail to furnish your correct TIN to a for U.S.federal tax purposes or enter the appropriate tax requester,you are subject to a penalty of$50 for each such failure • LLC that has filed Form 8832 or classification: unless your failure is due to reasonable cause and not to willful neglect. 2553 electing to be taxed as a P=Partnership, Civil penalty for false information with respect to withholding.If you corporation C=C corporation,or make a false statement with no reasonable basis that results in no S=S corporation. backup withholding,you are subject to a$500 penalty. - Partnership Partnership. Criminal penalty for falsifying information.Willfully falsifying • Trust/estate Trust/estate. certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Line 3b Misuse of TINs.If the requester discloses or uses TINs in violation of Check this box if you are a partnership(including an LLC classified as a federal law,the requester may be subject to civil and criminal penalties. partnership for U.S.federal tax purposes),trust,or estate that has any foreign partners,owners,or beneficiaries,and you are providing this Specific Instructions form to a partnership,trust,or estate,in which you have an ownership interest.You must check the box on line 3b if you receive a Form W-8 Line 1 (or documentary evidence)from any partner,owner,or beneficiary establishing foreign status or if you receive a Form W-9 from any You must enter one of the following on this line;do not leave this line partner,owner,or beneficiary that has checked the box on line 3b. blank.The name should match the name on your tax return. Note: A partnership that provides a Form W-9 and checks box 3b may If this Form W-9 is for a joint account(other than an account be required to complete Schedules K-2 and K-3(Form 1065). For more maintained by a foreign financial institution(FFI)),list first,and then information,see the Partnership Instructions for Schedules K-2 and K-3 circle,the name of the person or entity whose number you entered in (Form 1065). 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 If you are required to complete line 3b but fail to do so,you may not provide a Form W-9. receive the information necessary to file a correct information return with the IRS or furnish a correct payee statement to your partners or -Individual.Generally,enter the name shown on your tax return. If you beneficiaries.See,for example,sections 6698,6722,and 6724 for have changed your last name without informing the Social Security penalties that may apply. 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. Line 4 Exemptions Note for ITIN applicant:Enter your individual name as it was entered If you are exempt from backup withholding and/or FATCA reporting, on your Form W-7 application,line la.This should also be the same as enter in the appropriate space on line 4 any code(s)that may apply to the name you entered on the Form 1040 you filed with your application. you. •Sole proprietor.Enter your individual name as shown on your Form Exempt payee code. 1040 on line 1.Enter your business,trade,or"doing business as"(DBA) - Generally,individuals(including sole proprietors)are not exempt from name on line 2. backup withholding. •Partnership,C corporation,S corporation,or LLC,other than a • Except as provided below,corporations are exempt from backup disregarded entity.Enter the entity's name as shown on the entity's tax withholding for certain payments, including interest and dividends. return on line 1 and any business,trade,or DBA name on line 2. •Other entities.Enter your name as shown on required U.S.federal tax • Corporations are not exempt from backup withholding for payments documents on line 1.This name should match the name shown on the made in settlement of payment card or third party network transactions. charter or other legal document creating the entity.Enter any business, • Corporations are not exempt from backup withholding with respect to trade,or DBA name on line 2. attorneys'fees or gross proceeds paid to attorneys,and corporations •Disregarded entity.In general,a business entity that has a single that provide medical or health care services are not exempt with respect to payments reportable on Form 1099 MISC. owner,including an LLC,and is not a corporation,is disregarded as an entity separate from its owner(a disregarded entity).See Regulations The following codes identify payees that are exempt from backup section 301.7701-2(c)(2).A disregarded entity should check the withholding.Enter the appropriate code in the space on line 4. appropriate box for the tax classification of its owner.Enter the owner's 1—An organization exempt from tax under section 501(a),any IRA,or name on line 1.The name of the owner entered on line 1 should never a custodial account under section 403(b)(7)if the account satisfies the be a disregarded entity.The name on line 1 should be the name shown requirements of section 401(f)(2). on the income tax return on which the income should be reported. For Form W-9(Rev.3-2024) Page 4 2—The United States or any of its agencies or instrumentalities. F—A dealer in securities,commodities,or derivative financial 3—A state,the District of Columbia,a U.S.commonwealth or territory, instruments(including notional principal contracts,futures,forwards, or any of their political subdivisions or instrumentalities. and options)that is registered as such under the laws of the United 4—A foreign govemment or any of its political subdivisions,agencies, States or any state. or instrumentalities. G—A real estate investment trust. 5—A corporation. H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment 6—A dealer in securities or commodities required to register in the Company Act of 1940. United States, the District of Columbia, or a U.S. commonwealth or territory. I—A common trust fund as defined in section 584(a).J- 7—A futures commission merchant registered with the Commodity A bank as defined in section 581. Futures Trading Commission. K—A broker. 8—A real estate investment trust. L—A trust exempt from tax under section 664 or described in section 9—An entity registered at all times during the tax year under the 4947(a)(1). Investment Company Act of 1940. M—A tax-exempt trust under a section 403(b)plan or section 457(g) 10—A common trust fund operated by a bank under section 584(a). plan. 11—A financial institution as defined under section 581. Note:You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee 12—A middleman known in the investment community as a nominee or code should be completed. custodian. 13—A trust exempt from tax under section 664 or described in section Line 5 4947. Enter your address(number,street,and apartment or suite number). The following chart shows types of payments that may be exempt This is where the requester of this Form W-9 will mail your information from backup withholding.The chart applies to the exempt payees listed returns.If this address differs from the one the requester already has on above, 1 through 13. file,enter"NEW'at the top.If a new address is provided,there is still a chance the old address will be used until the payor changes your IF the payment is for... THEN the payment is exempt address in their records. for... • Interest and dividend payments All exempt payees except Line 6 for 7. Enter your city,state,and ZIP code. • Broker transactions Exempt payees 1 through 4 and 6 Part I. Taxpayer Identification Number (TIN) through 11 and all C corporations. S corporations must not enter an Enter your TIN in the appropriate box.If you are a resident alien and exempt payee code because they you do not have,and are not eligible to get,an SSN,your TIN is your are exempt only for sales of IRS ITIN.Enter it in the entry space for the Social security number. If you noncovered securities acquired do not have an ITIN,see How to get a TIN below. prior to 2012. If you are a sole proprietor and you have an EIN,you may enter either - Barter exchange transactions Exempt payees 1 through 4. your SSN or EIN. and patronage dividends If you are a single-member LLC that is disregarded as an entity - Payments over$600 required to Generally,exempt payees separate from its owner,enter the owner's SSN(or EIN,if the owner has be reported and direct sales over 1 through 5.2 one). If the LLC is classified as a corporation or partnership,enter the $5,000' entity's EIN. • Payments made in settlement of Exempt payees 1 through 4. Note:See What Name and Number To Give the Requester,later,for payment card or third party further clarification of name and TIN combinations. network transactions How to get a TIN.If you do not have a TIN,apply for one immediately. 1 See Form 1099-MISC,Miscellaneous Information,and its instructions. 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 2 However,the following payments made to a corporation and www.SSA.gov.You may also get this form by calling 800-772-1213. Use reportable on Form 1099-MISC are not exempt from backup Form W-7,Application for IRS Individual Taxpayer Identification withholding:medical and health care payments,attorneys'fees,gross Number,to apply for an ITIN,or Form SS-4,Application for Employer proceeds paid to an attorney reportable under section 6045(f),and Identification Number,to apply for an EIN.You can apply for an EIN payments for services paid by a federal executive agency. online by accessing the IRS website at www.irs.gov/EIN.Go to Exemption from FATCA reporting code.The following codes identify www.irs.gov/Forms to view,download,or print Form W-7 and/or Form payees that are exempt from reporting under FATCA.These codes SS-4.Or,you can go to www.irs.gov/OrderForms to place an order and apply to persons submitting this form for accounts maintained outside have Form W-7 and/or Form SS-4 mailed to you within 15 business of the United States by certain foreign financial institutions.Therefore,if days. you are only submitting this form for an account you hold in the United If you are asked to complete Form W-9 but do not have a TIN,apply States,you may leave this field blank.Consult with the person for a TIN and enter"Applied For"in the space for the TIN,sign and date requesting this form if you are uncertain if the financial institution is the form,and give it to the requester.For interest and dividend subject to these requirements.A requester may indicate that a code is payments,and certain payments made with respect to readily tradable not required by providing you with a Form W-9 with"Not Applicable"(or instruments,you will generally have 60 days to get a TIN and give it to any similar indication)entered on the line for a FATCA exemption code. the requester before you are subject to backup withholding on A—An organization exempt from tax under section 501(a)or any payments.The 60-day rule does not apply to other types of payments. individual retirement plan as defined in section 7701(a)(37). You will be subject to backup withholding on all such payments until B—The United States or any of its agencies or instrumentalities. you provide your TIN to the requester. C—A state,the District of Columbia,a U.S.commonwealth or Note:Entering"Applied For"means that you have already applied for a territory,or any of their political subdivisions or instrumentalities. TIN or that you intend to apply for one soon.See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding,earlier,for D—A corporation the stock of which is regularly traded on one or when you may instead be subject to withholding under chapter 3 or 4 of more established securities markets,as described in Regulations the Code. section 1.1472-1(c)(1)(i). Caution:A disregarded U.S.entity that has a foreign owner must use E—A corporation that is a member of the same expanded affiliated the appropriate Form W-8. group as a corporation described in Regulations section 1.1472-1(c)(1)(i). Form W-9(Rev.3-2024) Page 5 Part II. Certification For this type of account: Give name and EIN of: To establish to the withholding agent that you are a U.S. person,or 8.Disregarded entity not owned by an The owner resident alien,sign Form W-9.You may be requested to sign by the individual withholding agent even if item 1,4,or 5 below indicates otherwise. 9.A valid trust,estate,or pension trust Legal entity' For a joint account,only the person whose TIN is shown in Part I 10.Corporation or LLC electing corporate The corporation should sign(when required). In the case of a disregarded entity,the status on Form 8832 or Form 2553 person identified on line 1 must sign. Exempt payees,see Exempt payee 11.Association,club,religious,charitable, The organization code,earlier. educational,or other tax-exempt Signature requirements.Complete the certification as indicated in organization items 1 through 5 below. 12.Partnership or multi-member LLC The partnership 1.Interest,dividend,and barter exchange accounts opened 13.A broker or registered nominee The broker or nominee before 1984 and broker accounts considered active during 1983. 14.Account with the Department of The public entity You must give your correct TIN,but you do not have to sign the Agriculture in the name of a public certification. entity(such as a state or local 2.Interest,dividend,broker,and barter exchange accounts governments, district,or prison) g that receivess agricultural program opened after 1983 and broker accounts considered inactive during payments 1983.You must sign the certification or backup withholding will apply. If 15.Grantor trust filing Form 1041 or The trust you are subject to backup withholding and you are merely providing under the Optional Filing Method 2, your correct TIN to the requester,you must cross out item 2 in the requiring Form 1099(see Regulations certification before signing the form. section 1.671-4(b)(2)(i)(B))" 3.Real estate transactions.You must sign the certification.You may List first and circle the name of the person whose number you furnish. cross out item 2 of the certification. If only one person on a joint account has an SSN,that person's number 4.Other payments.You must give your correct TIN, but you do not must be furnished. have to sign the certification unless you have been notified that you 2 have previously given an incorrect TIN."Other payments"include Circle the minor's name and furnish the minor's SSN. payments made in the course of the requester's trade or business for 3You must show your individual name on line 1,and enter your business rents,royalties,goods(other than bills for merchandise),medical and or DBA name,if any,on line 2.You may use either your SSN or EIN(if health care services(including payments to corporations),payments to you have one),but the IRS encourages you to use your SSN. a nonemployee for services,payments made in settlement of payment 4 List first and circle the name of the trust, estate,or pension trust.(Do card and third-party network transactions,payments to certain fishing not furnish the TIN of the personal representative or trustee unless the boat crew members and fishermen,and gross proceeds paid to legal entity itself is not designated in the account title.) attorneys(including payments to corporations). *Note:The grantor must also provide a Form W-9 to the trustee of the 5.Mortgage interest paid by you,acquisition or abandonment of trust. secured property,cancellation of debt,qualified tuition program payments(under section 529),ABLE accounts(under section 529A), **For more information on optional filing methods for grantor trusts,see IRA,Coverdell ESA,Archer MSA or HSA contributions or the Instructions for Form 1041. distributions,and pension distributions.You must give your correct Note: If no name is circled when more than one name is listed,the TIN,but you do not have to sign the certification. number will be considered to be that of the first name listed. What Name and Number To Give the Requester Secure Your Tax Records From Identity Theft For this type of account: Give name and SSN of: Identity theft occurs when someone uses your personal information, 1.Individual The individual such as your name,SSN,or other identifying information,without your 2.Two or more individuals(joint account) The actual owner of the account or, permission to commit fraud or other crimes.An identity thief may use other than an account maintained by if combined funds,the first individual your SSN to get a job or may file a tax return using your SSN to receive an FFI on the account' a refund. 3.Two or more U.S.persons Each holder of the account To reduce your risk: (joint account maintained by an FFI) •Protect your SSN, 4.Custodial account of a minor The minor2 •Ensure your employer is protecting your SSN,and (Uniform Gift to Minors Act) •Be careful when choosing a tax return preparer. 5.a.The usual revocable savings trust The grantor-trustees (grantor is also trustee) If your tax records are affected by identity theft and you receive a b.So-called trust account that is not The actual owner' notice from the IRS,respond right away to the name and phone number a legal or valid trust under state law printed on the IRS notice or letter. 6.Sole proprietorship or disregarded The owner, If your tax records are not currently affected by identity theft but you entity owned by an individual think you are at risk due to a lost or stolen purse or wallet,questionable 7. trust filing under Optional The grantor* credit card activity,or a questionable credit report,contact the IRS Filing Grantor trust li(see under ions Identity Theft Hotline at 800-908-4490 or submit Form 14039. ions section 1.671-4(b)(2)(i)(A))" For more information,see Pub.5027, Identity Theft Information for Taxpayers. Form W-9(Rev.3-2024) Page 6 Victims of identity theft who are experiencing economic harm or a Privacy Act Notice systemic problem,or are seeking help in resolving tax problems that have not been resolved through normal channels,may be eligible for Section 6109 of the Internal Revenue Code requires you to provide your Taxpayer Advocate Service(TAS)assistance.You can reach TAS by correct TIN to persons(including federal agencies)who are required to calling the TAS toll-free case intake line at 877-777-4778 or TTY/TDD file information returns with the IRS to report interest,dividends,or 800-829-4059. certain other income paid to you;mortgage interest you paid;the Protect yourself from suspicious emails or phishing schemes. acquisition or abandonment of secured property;the cancellation of Phishing is the creation and use of email and websites designed to debt;or contributions you made to an IRA,Archer MSA,or HSA.The mimic legitimate business emails and websites.The most common act person collecting this form uses the information on the form to file is sending an email to a user falsely claiming to be an established informationoutineuses returns informationh the IRS includereporting the above information. legitimate enterprise in an attempt to scam the user into surrendering JusticRoutine civilo this rimin tionn giving it the Department of private information that will be used for identity theft. Columbia,for d andU.S criminal litigation and to cities,states,the District of and U.S.commonwealths and territories for use in The IRS does not initiate contacts with taxpayers via emails.Also,the administering their laws.The information may also be disclosed to other IRS does not request personal detailed information through email or ask countries under a treaty,to federal and state agencies to enforce civil taxpayers for the PIN numbers,passwords,or similar secret access and criminal laws,or to federal law enforcement and intelligence information for their credit card,bank,or other financial accounts. agencies to combat terrorism.You must provide your TIN whether or not If you receive an unsolicited email claiming to be from the IRS, you are required to file a tax return.Under section 3406,payors must forward this message to phishing@irs.gov.You may also report misuse generally withhold a percentage of taxable interest,dividends,and of the IRS name,logo,or other IRS property to the Treasury Inspector certain other payments to a payee who does not give a TIN to the payor. General for Tax Administration(TIGTA)at 800-366-4484.You can Certain penalties may also apply for providing false or fraudulent forward suspicious emails to the Federal Trade Commission at information. spam@uce.gov or report them at www.ftc.gov/complaint.You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT(877-438-4338). If you have been the victim of identity theft,see www.IdentityTheft.gov and Pub.5027. Go to www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk.