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12-0209_GRENIER, CAMERON & PIERRE_General Release and Settlement AgreementGENERAL RELEASE AND SETTLEMENT AGREEMENT This general release and settlement agreement (hereinafter "Agreement") is entered into between CAMERON and PIERRE GRENIER (hereinafter collectively "The Greniers") and the City of San Juan Capistrano (the "City"). The Greniers and the City are sometimes collectively referred to herein as the "Parties." 1. RECITALS (a) On August 9, 2011, the Greniers filed a Petition For Writ Of Mandate And Complaint For Injunctive Relief To Abate Nuisance And For Damages in Orange County Superior Court Case No. 30-2011-00498316 (hereinafter the "Petition"). The petition for writ of mandate, set forth in the first cause of action of the Petition, sought an order to compel the City to revoke a conditional use permit issued to Defendants Phillip S. Charis, Maryanne L. Charis and The Charis Family Trust, and Real Parties in Interest Arpi Evans and Apri Evans doing business as the Forster Mansion. (b) The City has since revoked the challenged conditional use permit, mooting the Petition as to the City. (c) The Greniers assert that the Petition was the catalyst that caused the City to revoke the conditional use permit, and have asserted a claim for attorneys' fees. (d) The parties wish to resolve their dispute regarding the Greiner's claimed entitlement to attorneys' fees without the need for additional costly litigation, and therefore enter into this Agreement. 2. CONSIDERATION In exchange for the release and dismissal provided for herein, the City shall pay the total consideration of Twenty Four Thousand Dollars ($24,000.00) to the Greniers by check made payable to the "Wilcox and Benumof Client Trust Fund." The payment shall be made within 15 business days after the execution of this Agreement. As additional consideration, the City hereby assigns to The Greniers any and all rights the City might have to recover attorneys' fees from Defendants Phillip S. Charis, Maryanne L. Charis and The Charts Family Trust, and/or Real Parties in Interest Arpi Evans and Apri Evans doing business as the Forster Mansion, including but not limited to any rights arising under condition no. 4 of the conditional use permit issued to said defendants/real parties in interest. This assignment includes all fees incurred by the City in the defense of the Petition together with the fees paid pursuant to this Agreement. This assignment shall not act as a waiver of the attorney client privilege between the City and its legal counsel. Upon request, the City will provide redacted legal bills showing the fees incurred in connection with the Petition. At this time, the City's attorneys' fees are approximately $5,000.00. This release shall be reflected in a separate document in the form attached hereto as Exhibit A. 829738.1 U The Greniers, by their signatures on this Agreement, specifically represent and authorize the City to rely on said representation, that no attorneys' fee lien(s) have been, or will be, placed upon this settlement except as to their attorneys Wilcox and Benumof. 3. RELEASE AND INDEMNITY a) In consideration of the payment referred to herein, The Greniers hereby fully and forever completely release, acquit and discharge the City and its officers, employees, agents and representatives from any and all claims, costs, demands, damages, attorneys' fees, and rights which arise from, or are directly or indirectly related to, or are connected with the claims that were or that could have been asserted in the Petition. b) The Greniers specifically agree to hold the City harmless, and to indemnify the City and its officers, employees, agents and representatives from and against any lien made by any lienholder or its agents, officers, directors, shareholders, attorneys, servants, representatives, employees, subsidiaries, partners, predecessors, successors in interest, assignees, firms, or corporations which arise from, or are directly or indirectly related to, or are connected with the claims that were or that could have been asserted in the Petition. c) The Greniers agree to hold the City and its officers, employees, agents and representatives harmless and to indemnify the City and its officers, employees, agents and representatives from and against any claim made by the Greniers and/or their agents, attorneys, servants, employees, representatives, and successors in interest against the City and its officers, employees, agents and/or representatives relating to the claims that were or could have been asserted in the Petition. The Greniers also agree to defend and indemnify the City and its officers, employees, agents and representatives against any and all cross-claims that might be asserted by Defendants Phillip S. Charis, Maryanne L. Charis and The Charis Family Trust, and/or Real Parties in Interest Arpi Evans and Apri Evans doing business as the Forster Mansion, or their respective successors, assigns or authorized representatives, in connection with the fees assigned to The Greniers by this Agreement. 4. DISMISSAL Within 3 business days after receipt of settlement check from the City, The Greniers shall file a properly executed Request for Dismissal dismissing Case No. 30- 2011-00498316 with prejudice as to the City. S. WAIVER OF SECTION 1542 There is a risk that, after the execution of this Agreement, The Greniers will manifest new damage, the scope, location, and character of which is unknown and/or not discovered at the time this Agreement is signed. There is a risk that the damage of which the Greniers and their attorney presently are aware may become more serious or otherwise increase in magnitude (qualitatively and/or quantitatively). The Greniers shall, 829738.1 U and hereby do, assume the above-mentioned risks. This release is expressly intended to cover and include all future damages, defects and discoveries, including all rights and causes of action arising against the City therefrom. The Greniers are aware of the provisions of California Civil Code section 1542, which provide: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. The Greniers hereby expressly waive the provisions of said Section 1542 as to all matters within the scope of the claims released hereby. The Greniers hereby warrant and guarantee that they have full and complete authority to release all such claims on behalf of themselves and their respective heirs, assigns, and successors in interest. 6. NO ADMISSION OF LIABILITY It is expressly understood, acknowledged and agreed to by the Parties, that by reason of entering into this Agreement, no party admits, expressly or impliedly, any fact or liability of any type or nature with respect to any matter, whether or not referred to herein, or the sufficiency of any claims, allegations, assertions, or positions of any party; no party has made any such admissions; and this Agreement is entered into solely by way of compromise and settlement. 7. NO PRIOR ASSIGNMENT OR TRANSFER Each party to this Agreement represents and warrants there has been no assignment or other transfer of any claims or causes of action which they are releasing or assigning pursuant to the terms of this Agreement. 8. MISCELLANEOUS PROVISIONS 8.1 Entire Agreement: This Agreement constitutes the full and entire Agreement between the Parties hereto and such Parties acknowledge that there is no other Agreement, oral and/or written, between the Parties hereto. 8.2 Authority to Enter Agreement: This Agreement is the result of arms -length negotiations. 8.3 Final Agreement: The Greniers acknowledge that (1) this Agreement and its reduction to final form is the result of extensive good faith negotiations between the Parties through their respective counsel; (2) any statute or rule of construction that ambiguities are to be resolved against the drafting party should not be employed in the interpretation of this Agreement. 3 829738.1 U 8.4 Binding Agreement: This Agreement is and shall be binding upon and shall inure to the benefit of the predecessors, subsidiaries, successors, assigns, parties, agents, officers, employees, associates, legal representatives, heirs, executors and/or administrators of each of the Parties hereto. 8.5 Interpretative Law: This Agreement is made and entered into in the State of California and shall, in all respects, be interpreted, enforced and governed by and under the laws of the State of California. 8.6 Modifications: This Agreement may be amended or modified only by a writing signed by all Parties to this Agreement. 8.7 Paragraph Headings: Paragraph headings are for reference only and shall not affect the interpretation of any paragraph hereto. 8.8 No Inducement: The Greniers warrant that no promise or inducement has been made or offered by any of the Parties, except as set forth herein, and that this Agreement is not executed in reliance upon any statement or representation of any of the Parties or their representatives, concerning the nature and extent of the injuries, damages or legal liability thereof. The Greniers further represent that they have been represented by legal counsel during the course of the negotiations leading to the signing of this Agreement, and that they have been advised by legal counsel with respect to the meaning of this Agreement and its legal effect. 8.9 Attorneys Fees and Costs in this Action: Except as otherwise provided herein, each Party shall bear its own attorney's fees and costs incurred in connection with the prosecution and defense of the Petition. Should any action be necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorneys fees. 8.10 Counterparts: This Agreement may be executed in counter -parts with the same effect as if all original signatures were placed on one document and all of which together shall be one and the same Agreement. 8.11 Effective Date: This Agreement to be effective as of the date all signatures are obtained. IN WITNESS WHEREOF, the undersigned have executed this Settlement Agreement and mutual release on the date affixed by their signature. PLAINTIFFS/PETITIONERS Cameron and Pierre Greiner Dated: January, 2012 (signatures continued on the next page) 829738.1 1 CAMERON GREINER 4 Dated: January, 2012 Approved as to form: Dated: January e , 2012 RESPONDENT/DEFENDANT City of San Juan Capistrano Dated: JakwApy _,2012 Approved as to form: Dated: dNA-w—,2012 829]38.1 PIERRE GRENIER WILCOX & BENUMOF jBEFMIN �Es IRKAWN-P. BRUST City Manager OMAR SANDOVAL, City Attorney ASSIGNMENT OF INDEMNITY RIGHTS This Assignment of Indemnity Rights ("Assignment") is made by the City of San Juan Capistrano (the "City") in favor of Cameron and Pierre Greiner (hereinafter collectively "The Greniers") on this 9t' day of February 2012. 1. RECITALS (a) On August 9, 2011, the Greniers filed a Petition For Writ Of Mandate And Complaint For Injunctive Relief To Abate Nuisance And For Damages in Orange County Superior Court Case No. 30-2011-00498316 (hereinafter the "Petition"). The petition for writ of mandate, set forth in the first cause of action of the Petition, sought an order to compel the City to revoke a conditional use permit issued to Defendants Phillip S. Charis, Maryanne L. Charis and The Charis Family Trust, and Real Parties in Interest Arpi Evans and Apri Evans doing business as the Forster Mansion. (b) The City has since revoked the challenged conditional use permit, mooting the Petition as to the City. (c) The Greniers assert that the Petition was the catalyst that caused the City to revoke the conditional use permit, and have asserted a claim for attorneys' fees. (d) Wishing to resolve the dispute regarding the Greiner's claimed entitlement to attorneys' fees without the need for additional costly litigation, the City paid The Greniers $24,000.00 in attorneys' fees. 2. ASSIGNMENT The City hereby assigns to The Greniers any and all rights the City might have to recover attorneys' fees from Defendants Phillip S. Charis, Maryanne L. Charis and The Charis Family Trust, and/or Real Parties in Interest Arpi Evans and Apri Evans doing business as the Forster Mansion, including but not limited to any rights arising under condition no. 4 of the conditional use permit issued to said defendants/real parties in interest. This assignment includes all fees incurred by the City in the defense of the Petition together with the $24,000.00 in fees paid by the City to The Greniers. This assignment shall not act as a waiver of the attorney client Lit privilege between the City and its legal counsel. Upon request, the City will provide redacted legal bills showing the fees incurred in connection with the Petition. At this time, the City's attorneys' fees are approximately $5,000.00. City of San Juan Capistrano Dated: February , 2012 Approved as to form: Dated: February _q_, 2012 City Manager OMAR SAN OVAL, Esq. City Attorney Forrn w-9 (Rev. December 2011) Depertmem of the Treasury !Memel Revenue Service Name (as shown an your U Request for Taxpayer Give Form to the Identification Number and Certification requester. Do not send to the IRS. N t3usTrtess nameldisregarded entity name, it ainerent from aaove °m Wilcox Benumof C Check appropriate box for federal tax classification: ° ❑ IndividuaVaole proprietor ❑ C Corporation ❑ S Corporation ✓❑ Partnership ❑ Trustlestate 2 a❑ Exempt payee ,, �i ❑ Limited liability company. Enter the tax classification (C=Ccorporation, S=S corporation, P=partnership) 01- o e u ❑ other (see Instructions) 10 - Address Address (number, street, and apt. or suite no.) Requester's name and address (optional) 1520 N. EI Camino Real, Unit 4 City of San Juan Capistrano to city, state, and ZIP code 32400 Paseo Adelanto San Clemente, 92672 San Juan Capistrano, CA 92675 kt account number(s) hero Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line to avoid backup withholding. For Individuals, this Is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I Instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account Is In more than one name, see the chart on page 4 for guidelines on whose 1 rmproyer toonmrcaucn numour number to enter.F] 21 71 F- 5 1 3 1 0 8 1 0 1 6 3 Kimm 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. 1 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 ORS) 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. 1 am a U.S. citizen or other U.S. person (defined below). 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 ORA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4. Alyn Signature of Here I us. person ► Date OP - General General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an Information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, Income paid to you, real estate transactions, mortgage Interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only If you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving Is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form If It is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person If you are: • An individual who Is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, In certain cases where a Farm W-9 has not been received, a partnership Is required to presume that a partner Is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that Is a i hi d tin a trade or business In the United 3. Claim exemption from backup withholding if you are a U.S. exempt Partner n a patn rers p con.. g payee. If applicable, you are also certifying that as a U.S. person, your States, provide Form W-9 to the partnership to establish your U.S. allocable share of any partnership Income from a U.S. trade or business status and avoid withholding on your share of partnership income. Is not subject to the withholding tax on foreign partners' share of effectively connected income. Cat. No. t o231 X Forth W-9 (Rev. 12-2011) U Form W-9 (Rev. 12-2011) Page 2 The person who gives Form W-9 to the partnership for purposes of establishing Its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business In the United States is In the following cases: • The U.S. owner of a disregarded entity and not the entity, • The U.S. grantor or other owner of a grantor trust and not the trust, and • The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. FoMgn person. If you are a foreign person, do not use Forth W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien Individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of Income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified In the saving clause may permit an exemption from tax to continue for certain types of Income oven after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who Is relying on an exception contained In the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five Items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the Income. 3. The article number (or location) in the tax treaty that contains the saving clause and Its exceptions. 4. The type and amount of Income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Ekampla. Article 20 of the U.S: China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present In the United States. Under U.S. law, this strident will become a resident ellen for tax purposes If his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocoq and Is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship Income would attach to Form W-9 a statement that includes the Information described above to support that exemption. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8. What Is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This Is called "backup withholding." Payments that may be subject to backup withholding Include interest, tax-exempt Interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive If you give the requester your correct TIN, make the proper codifications, and report all your taxable Interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do riot certify your TIN when required (see the Part II Instructions on page 3 for details), 3. The IRS tells the requester that you furnished an Incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable Interest and dividends only), or S. You do rat certify to the requester that you are not subject to backup withholding under 4 above (for reportable Interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9. Also see Spedal rules for partnerships on page 1. Updating Your Information You must provide updated Information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments In the future from this person. For example, you may need to provide updated Information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 If the name or TIN changes for the account, for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penally of $50 for each such failure unless your failure Is due to reasonable cause and not to willful neglect. Civil penalty for false Information with respect to withholding. If you make a false statement with no reasonable basis that results In no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties Including fines and/or Imprisonment. Misuse of TINs. If the requester discloses or uses TINS in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Name If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for Instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account Is in joint names, list first, and then circle, the name of the person or entity whose number you entered In Part 1 of the form. Sole proprietor. Enter your Individual name as shown on your income tax return on the "Name" fume. You may enter your business, trade, or "doing business as (DBA)' name on the 'Business name/disregarded entity name" line. Partnership, C Corporation, or S Corporation. Enter the entity's name on the "Name" line and any business, trade, or "doing business as (DBA) name" on the "Business nameldisregarded entity name" line. Disregarded entity. Enter the owner's name on the "Name" line. The name of the entity entered on the "Name" line should never be a disregarded entity. The name on the "Name" line must be the name shown on the income tax return on which the Income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner's name is required to be provided on the "Name" line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on the "Business nametdisregarded entity name" line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8. Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the "Name" line pndlAduallsole proprietor, Partnership, C Corporation, S Corporation, Trustlestate). Limited Liability Company (LLC). If the person Identified on the "Name" line is an LLC, check the "Limited liability company" box only and enter the appropriate code for the tax classification In the space provided. If you are an LLC that Is treated as a partnership for federal tax purposes, enter "P" for partnership. If you are an LLC that has flied a Form $832 or a Form 2553 to be taxed as a corporation, enter "C" for C corporation or "S' for S corporation. If you are an LLC that Is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be Identified on the "Name line) Is another LLC that Is not disregarded for federal tax purposes. It the LLC is disregarded as an entity separate from Its owner, enter the appropriate tax classification of the owner Identified on the "Name" line. Form W-9 (Rev. 12-2011) Page 3 Other entities. Enter your business name as shown on required federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name/ disregarded entity name line. Exempt Payee If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the 'Exempt payee' box In the line following the 'Business name/ disregarded entity name; sign and date the form. Generally, Individuals (Including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as Interest and dividends. Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. The following payees are exempt from backup withholding: 1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2), 2. The United States or any of its agencies or Instrumentalities, 3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities, 4. A foreign government or any of Its political subdivisions, agencies, or instrumentalities, or 5. An International organization or any of Its agencies or Instrumentalities. Other payees that may be exempt from backup withholding Include: 6. A corporation, 7. A foreign central bank of Issue, S. A dealer In securities or commodities required to register In the United States, the District of Columbia, or a possession of the United States, 9. A futures commission merchant registered with the Commodity Futures Trading Commission, 10. A real estate Investment trust, 11. An entity registered at all times during the tax year under the Investment Company Act of 1940, 12. A common trust fund operated by a bank under section 584(x), 13. A financial Institution, 14. A middleman known in the Investment community as a nominee or custodian, or 15. A trust exempt from tax under section 664 or described in section 4947. The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above,1 through 15. IF the payment Is for ... THEN the payment Is exempt for... Interest and dividend payments All exempt payees except for 9 Broker transactions Exempt payees 1 through 5 and 7 through 13. Also, C corporations. Barter exchange transactions and Exempt payees 1 through 5 patronage dividends Payments over $600 required to be Generally, exempt payees reported and direct sales over 1 through 7' 55,000, 'So Form 1099-MISC. MboeUarteoes ft me. and Its Mstructiats. 'How~. the following payments made to a corporation and reportable on Fore 1o94MISC are not exempt from baclatp wM ttokling: medical and healthcare payments, attorneys' fees, gross proceeds paid to an amomey, and payments for services paid by a federal executive agency. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN Is your IRS individual taxpayer Identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a 77N below. It you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. if you are a single -member LLC that Is disregarded as an entity separate from its owner (see Umited UaW ity Company (LLC) on page 2), enter the owner's SSN (or EIN, If the owner has one). Do not enter the disregarded entity's EIN. It the LLC Is classified as a corporation or partnership, enter the entity's EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TiN, apply for one Immediately. To apply for an SSN, get Form SS -5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.sse.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS -4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.lrs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS -4 from the IRS by visiting IRS.gov or by calling 1 -8110 -TAX -FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a TiN. write "Applied For" In the space for the TIN, sign and date the form, and give It to the requester. For interest and dividend payments, and oertaln payments made with respect to readily tradable Instruments, generally you will have 60 days to get a TIN and give It to the requester before you are subject to backup withholding on payments. The 60 -day rule does not apply to other types of payments. You vn'll be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Entering "Applied For" means that you have already applied for a TIN or that you Intend to apply for one soon. Caution: A dsregarded domestic entity that has a foreign ownermust use the appropriate Form W-8. Part 11. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even If Item 1, below, and items 4 and 5 on page 4 Indicate otherwise. For a joint account, only the person whose TIN is shown In Part 1 should sign (when required). In the case of a disregarded entity, the person Identified on the "Name" line must sign. Exempt payees, see Exempt Payee on page 3. Signature requirements. Complete the certification as Indicated In Items 1 through 3, below, and Items 4 and 5 on page 4. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered Inactive during 1983. You must sign the certification or backup withholding will apply. if you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 In the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. VI Y Form W-9 (Rev. 12-2011) Page 4 4. Other payments. You must give your correct TIN, but you do not have to sign the certificatksn unless you have been notified that you have previously given an incorrect TIN. 'Other payments" include payments made In the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (Including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage Interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Dive the Requester For tills type of account: Give norm and SSN at: 1. Individual The 4Wivtdual 2. Two or more Individuals (Joint The actual owner of the account or. account) If oomblr a funds, the first Individual on the account ' 3. Custodian account of a minor The minor' (Uniform Gift to Minors Act) 4. a The usual revocable savings The grantor -trustee ' UW (grantor Is also trustee) b. So-called lost account that Is The actual owner' not a legal or valid trust under state law 6. Sole proprietorship or disregarded The owner' entity owned by an indlvklual 6. Grantor trust filing under optional The grantor' Form 1099 Filing Method 1(sea Regulation section 1.671.4(b)(2)(i)A) For this" of account: Give name and EIN of: 7. Disregarded entity not owned by an The owner Individual S. A valid trust, estate, or pension trust Legal entity' 9. Corporation or LLC electing The corporation corporate status on Form 8832 or Form 2553 10. Am)cWb% club. refigkws, The organization charitable, educational. or other tax-exempt organl:atbn 11. Partnership or mufti -member LLC The partnership 12. A broker or registered nominee The broker or nominee 13. Aooaad with the Department of The public entity Agriculture in the name of a public entity (such as a state or local government, school district or prisorh) that recehres agricultural pram payments 14. Grantor trust OV under the Form The that 1041 Filing Method or the Optional Forth 1099 FWQ Method 2 (see Regulation section 1.871-41OX2)(0)) ' List Brat and dude the name of Ire Pasco vdtase mrnber You b nl$k It only oda parsanon a loW account has an SSN. that persaWs monbor must be fumhhe& rCklo Via minors rnme and brrrah the rrrrtora 8SN. 'You mwt dhow your kWivi" nomo and you moy also enter your basinm or -0W ram on the'Bwinosa narn&W=gvdod crW na= km You nay un dinar your SSN or EIN Qf you have ane)6 but do IRS enoawgai You to n50 your SSN. ' List to and cWo the nano of fie vw% estate6 or pardon that. Mo not burnish da TIN of the p nor.W reprosatasve or incl a union the "d aunty bads Is not deWpnated Irina =court VW Also see Spec►o► non &wpmmerrh 7s on pope 1. -Note. Grantor also must provWe a Forth W-9 to trwtea of trust. Note. If no name Is circled when more than one name Is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personal Information such as your name, social security number (SSN), or other Identifying Information, without your permission, to commit fraud or other crimes. An Identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax preparer. If your tax records are affected by Identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. if your tax records are not currently affected by Identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more Information, see Publication 4535, Identity Theft Prevention and Victim Assistance. Victims of Identity theft who are experiencing economic harm or a system problem, or are seeking help In resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emalls or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emalls and websites. The most common act Is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user Into surrendering private information that will be used for Identity theft. The IRS does not Initiate contacts with taxpayers via emalls. Also, the IRS does not request personal detailed Information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access Information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishingfdirs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-3884484. You can forward suspicious smalls to the Federal Trade Commission at: sparnOuce.gov or contact them at wwW.1tc.gov/ldtheff or 1-877-IDTHEFT (1-877-438-4338). Visit IRS.gov to learn more about Identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file Information returns with the IRS to report Interest, dlvIdends, of certain other income paid to you; mortgage Interest you paid; the acquisition of abandonment of secured property; the ran0811atlon of debt; or contribudom you made to an IRA, Archer MSA, or HSA The person collecting this form uses the Information on the form to file Information returns with the IRS, reporting the above Information. Routine uses of this Information Include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Coiumbla, and U.S. possessions for use In administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and Intelligence agencies to combat terrorism. You must provide your TIN whether or not you are requlred to file a tax return. Under section 3408, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent Information.