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HomeMy WebLinkAboutItem III (D) Approval and Authorization for Mayor and City Clerk to execute SunTrust Overnight Sweep Agreement for Special Pooled Checking Account Agenda 9-01-98 Item III D "CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" MAYOR•COMMISSIONER S.SCOTT VANDERGRIFT Ocoee COMMISSIONERS CITY OF OCOEE.r>; •\O DANNY HOWELL • ` 150 N. LAKESHORE DRIVE SCOTT ANDERSON a SCOTT A.GLASS v p OCOEE,FLORIDA 34761-2258 NANCY J.PARKER (407)656-2322 CITY MANAGER jE4 OF G 00°N`J ELLIS SHAPIRO MEMORANDUM TO: The Honorable Mayor and City Commissioners FROM: Wanda Horton, Finance Director DATE: August 26, 1998 RE: Master Repurchase Agreement- Special Pooled Account The Special Pooled bank account consists primarily of funds earmarked for debt service payments which are transferred to this account monthly from other funds. The attached agreement between SunTrust and the City of Ocoee authorizes investment services utilizing the master account sweep. This service would afford the City another means of investing these funds, while accumulating for quarterly or semi-annual payments, by permitting the bank to invest them overnight. The funds are returned to the account the next morning with interest earned. The overnight repurchase investment is an approved investment type in the City's investment policy. The interest rate for this type of overnight investment has fluctuated between 5.00% and 5.40% during the last three months while checking account interest earnings have fluctuated between 4.40% and 5.00%. We are currently utilizing this service (as approved by the City Commission in 1994) for our regular operating account. This agreement has been reviewed by the City's attorneys. Action Requested Staff respectfully request the City Commission approve the Master Repurchase Agreement between the City and SunTrust and authorize execution thereof by the Mayor and City Clerk. CHIC E� I �S�" SUNTRUST Appendix A MASTER REPURCHASE AGREEMENT This is the Master Repurchase Agreement(Agreement)entered into between the Customer named below and the SunTrust Bank named below and dated as of the Agreement Date below. Customer City of Ocoee (Name/Company): Special Pooled Cash SunTrust Bank: Central Florida N.A. Agreement Date: September 1, 1998 1. Applicability From time to time the parties hereto may enter into transactions in which one party("Seller")agrees to transfer to the other(Buyer)securities or financial instruments(Securities)against the transfer of funds by Buyer,with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on demand,against the transfer of funds by Seller.Each such transaction shall be referred to herein as a Transactionand shall be governed by this Agreement,unless otherwise agreed in writing. 2. Definitions (a)Act of Insolvency with respect to any party,(i)the commencement by such party as debtor of any case or proceeding under any bankruptcy,insolvency,reorganisation,liquidation,dissolution or similar law,or such party seeking the appointment of a receiver,trustee,custodian or similar official for such party or any substantial part of its property,or(ii)the commencement of any such case or proceeding against such party,or another seeking such an appointment,or the filing against a party of an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970,which(A)is consented to or not timely contested by such party,(B) results in the entry of an order for relief,such an appointment,the issuance of such a protective decree or the entry of an order having a similar effect,or(C)is not dismissed within 15 days,(iii)the making by a party of a general assignment for the benefit of creditors,or(iv)the admission in writing by a party of such party's inability to pay such party's debts as they become due;or(v)the reasonable belief of the other party to this Agreement that such party is insolvent or has ceased or is about to cease to do business. (b)Additional Purchased&Securities provided by Seller to Buyer pursuant to Paragraph 4(a)hereof; (c)Buyer's Margin Amount,with respect to any Transaction as of any date,the amount obtained by application of a percentage(which may be equal to the percentage that is agreed to as the Seller's Margin Amount under subparagraph(q)of this Paragraph),agreed to by Buyer and Seller prior to entering into the Transaction,to the Repurchase Price for such Transaction as of such date; (d)Confirmation,the meaning specified in Paragraph 3(b)hereof; (e)Income,with respect to any Security at any time,any principal thereof then payable and all interest,dividends or other distributions thereon; (f)Margin Deficit,the meaning specified in Paragraph 4(a)hereof; (g)Margin Excess,the meaning specified in Paragraph 4(b)hereof; SUNTRUST Appendix A Master Repurchase Agreement Page 2 (h)Market Value with respect to any Securities as of any date,the price for such Securities on such date obtained from a generally recognized source agreed to by the parties or the most recent closing bid quotation from such a source,plus accrued Income to the extent not included therein(other than any Income credited or transferred to,or applied to the obligations of,Seller pursuant to Paragraph 5 hereof)as of such date(unless contrary to market practice for such Securities); (i)Price Differential,with respect to any Transaction hereunder as of any date,the aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction on a 360 day per year basis for the actual number of days during the period commencing on(and including)the Purchase Date for such Transaction and ending on(but excluding)the date of determination(reduced by any amount of such Price Differential previously paid by Seller to Buyer with respect to such Transaction); (j)Pricing Rate,the per annum percentage rate for determination of the Price Differential; (k)Prime Rate,the prime rate of U.S.money center commercial banks as published in the Wall Street Journal; (1)Purchase Date,the date on which Purchased Securities are transferred by Seller to Buyer; (m)Purchase Price,(i)on the Purchase Date,the price at which Purchased Securities are transferred by Seller to Buyer,and(ii)thereafter,such price increased by the amount of any cash transferred by Buyer to Seller pursuant to Paragraph 4(b)hereof and decreased by the amount of any cash transferred by Seller to Buyer pursuant to Paragraph 4(a)hereof or applied to reduce Seller8s obligations under clause(ii)of Paragraph 5 hereof; (n)Purchased Securities,the Securities transferred by Seller to Buyer in a Transaction hereunder.and any Securities substituted therefor in accordance with Paragraph 9 hereof.The term Purchased Securities with respect to any Transaction at any time also shall include Additional Purchased Securities delivered pursuant to Paragraph 4(a) and shall exclude Securities returned pursuant to Paragraph 4(b); (o)Repurchase Date,the date on which Seller is to repurchase the Purchased Securities from Buyer,including any date determined by application of the provisions of Paragraphs 3(c)or 11 hereof; (p)Repurchase Price,the price at which Purchased Securities are to be transferred from Buyer to Seller upon termination of a Transaction,which will be determined in each case(including Transactions terminable upon demand)as the sum of the Purchase Price and the Price Differential as of the date of such determination,increased by any amount determined by the application of the provisions of Paragraph 11 hereof; (q)Seller8s Margin Amount,with respect to any Transaction as of any date,the amount obtained by application of a percentage(which may be equal to the percentage that is agreed to as the Buyers Margin Amount under subparagraph(c)of this Paragraph),agreed to by Buyer and Seller prior to entering into the Transaction,to the Repurchase Price for such Transaction as of such date. 3. Initiation; Confirmation;Termination (a)An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller.On the Purchase Date for the Transaction,the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. SUNTRUST Appendix A Master Repurchase Agreement Page 3 (b)Upon agreeing to enter into a Transaction hereunder,Buyer or Seller(or both),as shall be agreed,shall promptly deliver to the other party a written confirmation of each Transaction(a Confirmation).The Confirmation shall describe the Purchased Securities(including CUSIP number,if any),identify Buyer and Seller and set forth(i) the Purchase Date,(ii)the Purchase Price,(iii)the Repurchase Date,unless the Transaction is to be terminable on demand,(iv)the Pricing Rate or Repurchase Price applicable to the Transaction,and(v)any additional terms or conditions of the Transaction not inconsistent with this Agreement.The Confirmation,together with this Agreement,shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates,unless with respect to the Confirmation specific objection is made promptly after receipt thereof.In the event of any conflict between the terms of such Confirmation and this Agreement,this Agreement shall prevail. (c)In the case of Transactions terminable upon demand,such demand shall be made by Buyer or Seller,no later than such time as is customary in accordance with market practice,by telephone or otherwise on or prior to the business day on which such termination will be effective.On the date specified in such demand or on the date fixed for termination in the case of Transactions having a fixed term,termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer(and not previously credited or transferred to,or applied to the obligations of,Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer. 4. Margin Maintenance (a)If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Buyer is less than the aggregate Buyer8s Margin Amount for all such Transactions(a Margin Deficit),then Buyer may by notice to Seller require Seller in such Transactions at Seller8s option,to transfer to Buyer cash or additional Securities reasonably acceptable to Buyer(Additional Purchased Securities),so that the cash and aggregate Market Value of the Purchased Securities,including any such Additional Purchased Securities,will thereupon equal or exceed such aggregate Buyer8s Margin Amount(decreased by the amount of any Margin Deficit as of such date arising from any Transactions in which such Buyer is acting as Seller). (b)If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Seller exceeds the aggregate Seller8s Margin Amount for all such Transactions at such time(a Margin Excess),then Seller may by notice to Buyer require Buyer in such Transactions,at Buyer8s option,to transfer cash or Purchased Securities to Seller,so that the aggregate Market Value of the Purchased Securities,after deduction of any such cash or any Purchased Securities so transferred will thereupon not exceed such aggregate Seller8s Margin Amount(increased by the amount of any Margin Excess as of such date arising from any Transactions in which such Seller is acting as Buyer). (c)Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Buyer and Seller (d)Seller and Buyer may agree,with respect to any or all Transactions hereunder,that the respective rights of Buyer or Seller(or both)under subparagraphs(a)and(b)of this Paragraph maybe exercised only where a Margin Deficit or Margin Excess exceeds a specified dollar amount or a specified percentage of the Repurchase Prices for such Transactions(which amount or percentage shall be agreed to by Buyer and Seller prior to entering into any such Transactions). SUNTRUST Appendix A Master Repurchase Agreement Page 4 (e)Seller and Buyer may agree,with respect to any or all Transactions hereunder,that the respective rights of Buyer and Seller under subparagraphs(a)and(b)of this Paragraph to require the elimination of a Margin Deficit or a Margin Excess,as the case may be,may be exercised whenever such a Margin Deficit or Margin Excess exists with respect to any single Transaction hereunder(calculated without regard to any other Transaction outstanding under this Agreement). 5. Income Payments Where a particular Transactions term extends over an Income payment date on the Securities subject to that Transaction,Buyer shall,as the parties may agree with respect to such Transaction(or,in the absence of any agreement,as Buyer shall reasonably determine in its discretion),on the date such Income is payable either(i) transfer to or credit to the account of Seller an amount equal to such Income payment or payments with respect to any Purchased Securities subject to such Transaction or(ii)apply the Income payment or payments to reduce the amount to be transferred to Buyer by Seller upon termination of the Transaction.Buyer shall not be obligated to take any action pursuant to the preceding sentence to the extent that such action would result in the creation of a Margin Deficit,unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Securities sufficient to eliminate such Margin Deficit. 6. Security Interest Although the parties intend that all Transactions hereunder be sales and purchases and not loans,in the event any such Transactions are deemed to be loans,Seller shall be deemed to have pledged to Buyer as security for the performance by Seller of its obligations under each such Transaction,and shall be deemed to have granted to Buyer a security interest in all of the Purchased Securities with respect to all Transactions hereunder and all proceeds thereof. 7. Payment and Transfer Unless otherwise mutually agreed,all transfers of funds hereunder shall be in immediately available funds.All Securities transferred by one party hereto to the other party(i)shall be in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as the party receiving possession may reasonably request,(ii)shall be transferred on the book-entry system of a Federal Reserve Bank,or(iii)shall be transferred by any other method mutually acceptable to Seller and Buyer.As used herein with respect to Securities,transfer is intended to have the same meaning as when used in Section 8-313 of the New York Uniform Commercial Code or,where applicable,in any federal regulation governing transfers of the Securities. 8. Segregation of Purchased Securities To the extent required by applicable law,all Purchased Securities in the possession of Seller shall be segregated from other securities in its possession and shall be identified as subject to this Agreement. Segregation may be accomplished by appropriate identification on the books and records of the holder,including a fmancial intermediary or a clearing corporation.Title to all Purchased Securities shall pass to Buyer and,unless otherwise agreed by Buyer and Seller,nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Securities or otherwise pledging or hypothecating the Purchased Securities,but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant to Paragraphs 3,4 or 11 hereof,or of Buyer8s obligation to credit or pay Income to,or apply Income to the obligations of,Seller pursuant to Paragraph 5 hereof. SUNTRUST Appendix A Master Repurchase Agreement Page 5 Required Disclosure for Transaction in Which the Seller Retains Custody of the Purchased Securities Seller is not permitted to substitute other securities for those subject to this Agreement and therefore must keep Buyer8s securities segregated at all times, unless in this Agreement Buyer grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means that Buyer8s securities will likely be commingled with Seller8s own securities during the trading day. Buyer is advised that,during any trading day that Buyer8s securities are commingled with Seller8s securities,they may be subject to liens granted by Seller to third parties and may be used by Seller for deliveries on other securities transactions. Whenever the securities are commingled, Seller8s ability to resegregate substitute securities for Buyer will be subject to Seller8s ability to satisfy any lien or to obtain substitute securities. 9. Substitution (a)Seller may,subject to agreement with and acceptance by Buyer,substitute other Securities for any Purchased Securities. Such substitution shall be made by transfer to Buyer of such other Securities and transfer to Seller of such Purchased Securities.After substitution,the substituted Securities shall be deemed to be Purchased Securities. (b)In Transactions in which the Seller retains custody of Purchased Securities,the parties expressly agree that Buyer shall be deemed,for purposes of subparagraph(a)of this Paragraph,to have agreed to and accepted in this Agreement substitution by Seller of other Securities for Purchased Securities;provided, however, that such other Securities shall have a Market Value at least equal to the Market Value of the Purchased Securities for which they are substituted. 10. Representations Each of Buyer and Seller represents and warrants to the other that(i)it is duly authorized to execute and deliver this Agreement,to enter into the Transactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to authorize such execution,delivery and performance,(ii)it will engage in such Transactions as principal(or,if agreed in writing in advance of any Transaction by the other party hereto,as agent for a disclosed principal),(iii)the person signing this Agreement on its behalf is duly authorized to do so on its behalf(or on behalf of any such disclosed principal),(iv)it has obtained all authorizations of any governmental body required in connection with this Agreement and the Transactions hereunder and such authorizations are in full force and effect and(v)the execution,delivery and performance of this Agreement and the Transactions hereunder will not violate any law,ordinance,charter,by-law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected.On the Purchase Date for any Transaction Buyer and Seller shall each be deemed to repeat all the foregoing representations made by it. 11. Events of Default In the event that(i) Seller fails to repurchase or Buyer fails to transfer Purchased Securities upon the applicable Repurchase Date,(ii)Seller or Buyer fails,after one business day8s notice,to comply with Paragraph 4 hereof,(iii) Buyer fails to comply with Paragraph 5 hereof,(iv)an Act of Insolvency occurs with respect to Seller or Buyer,(v) any representation made by Seller or Buyer shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated,or(vi)Seller or Buyer shall admit to the other its inability to, or its intention not to,perform any of its obligations hereunder(each an Event of Default): (a)At the option of the non defaulting party,exercised by written notice to the defaulting party(which option shall be deemed to have been exercised,even it no notice is given,immediately upon the occurrence of an Act of SUNTRUST Appendix A Master Repurchase Agreement Page 6 Insolvency),the Repurchase Date for each Transaction hereunder shall be deemed immediately to occur; (b)In all Transactions in which the defaulting party is acting as Seller,if the non defaulting party exercises or is deemed to have exercised the option referred to in subparagraph(a)of this Paragraph,(i)the defaulting party8s obligations hereunder to repurchase all Purchased Securities in such Transactions shall thereupon become immediately due and payable,(ii)to the extent permitted by applicable law,the Repurchase Price with respect to each such Transaction shall be increased by the aggregate amount obtained by daily application of(x)the greater of the Pricing Rate for such Transaction or the Prime Rate to(y)the Repurchase Price for such Transaction as of the Repurchase Date as determined pursuant to subparagraph(a)of this Paragraph(decreased as of any day by(A)any amounts retained by the non defaulting party with respect to such Repurchase Price pursuant to clause(iii)of this subparagraph,(B)any proceeds from the sale of Purchased Securities pursuant to subparagraph(d)(I)of this Paragraph,and(C)any amounts credited to the account of the defaulting party pursuant to subparagraph(e)of this Paragraph)on a 360 day per year basis for the actual number of days during the period from and including the date of the Event of Default giving rise to such option to but excluding the date of payment of the Repurchase Price as so increased,(iii)all Income paid after such exercise or deemed exercise shall be retained by the non defaulting party and applied to the aggregate unpaid Repurchase Prices owed by the defaulting party,and(iv)the defaulting party shall immediately deliver to the non defaulting party any Purchased Securities subject to such Transactions then in the defaulting party8s possession; (c)In all Transactions in which the defaulting party is acting as Buyer,upon tender by the non defaulting party of payment of the aggregate Repurchase Prices for all such Transactions,the defaulting party8s right,title and interest in all Purchased Securities subject to such Transactions shall be deemed transferred to the non defaulting party,and the defaulting party shall deliver all such Purchased Securities to the non defaulting party. (d)After one business day8s notice to the defaulting party(which notice need not be given if an Act of Insolvency shall have occurred,and which may be the notice given under subparagraph(a)of this Paragraph or the notice referred to in clause(ii)of the first sentence of this Paragraph),the non defaulting party may: (i)as to Transactions in which the defaulting party is acting as Seller,(A)immediately sell,in a recognized market at such price or prices as the non defaulting party may reasonably deem satisfactory,any or all Purchased Securities subject to such Transactions and apply the proceeds thereof to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder or(B)in its sole discretion elect,in lieu of selling all or a portion of such Purchased Securities,to give the defaulting party credit for such Purchased Securities in an amount equal to the price therefor on such date,obtained from a generally recognized source or the most recent closing bid quotation from such a source,against the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder;and (ii)as to Transactions in which the defaulting party is acting as Buyer,(A)purchase securities (Replacement Securities)of the same class and amount as any Purchased Securities that are not delivered by the defaulting party to the non defaulting party as required hereunder or(B)in its sole discretion elect, in lieu of purchasing Replacement Securities,to be deemed to have purchased Replacement Securities at the price therefor on such date,obtained from a generally recognized source or the most recent closing bid quotation from such a source. (e)As to Transactions in which the defaulting party is acting as Buyer,the defaulting party shall be liable to the non defaulting party(i)with respect to Purchased Securities(other than Additional Purchased Securities),for any excess SUNTRUST Appendix A Master Repurchase Agreement Page 7 of the price paid(or deemed paid)by the non defaulting party for Replacement Securities therefor over the Repurchase Price for such Purchased Securities and(ii)with respect to Additional Purchased Securities,for the price paid(or deemed paid)by the non defaulting party for the Replacement Securities therefor.In addition,the defaulting party shall be liable to the non defaulting party for interest on such remaining liability with respect to each such purchase(or deemed purchase)of Replacement Securities from the date of such purchase(or deemed purchase)until paid in full by Buyer. Such interest shall be at a rate equal to the greater of the Pricing Rate for such Transaction or the Prime Rate. (f)The defaulting party shall be liable to the non defaulting party for the amount of all reasonable legal or other expenses incurred by the non defaulting party in connection with or as a consequence of an Event of Default, together with interest thereon at a rate equal to the greater of the Pricing Rate for the relevant Transaction or the Prime Rate,and in addition for any other costs associated with the deemed occurrence of a Repurchase Date under Paragraph 11(a),including without limitation lost profits on Transactions for which Repurchase Dates were deemed to have occurred and any financing or hedging costs associated with the non defaulting party8s entering into transactions to substitute or cover for Transactions which Repurchase Dates were deemed to have occurred. (g)The non defaulting party shall have,in addition to its rights hereunder,any rights otherwise available to it under any other agreement or applicable law. (h)Prior to a default,all Purchased Securities,Additional Purchased Securities,funds and the proceeds thereof held by a Buyer shall be held in trust for the Seller. 12. Single Agreement Buyer and Seller acknowledge that,and have entered hereunto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that,all Transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other.Accordingly,each of Buyer and Seller agrees(i)to perform all of its obligations in respect of each Transaction hereunder,and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder,(ii)that each of them shall be entitled to set off claims and apply property held by them in respect of any Transaction against obligations owing to them in respect of any other Transactions hereunder and(iii)that payments,deliveries and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments,deliveries and other transfers in respect of any other Transactions hereunder,and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted. 13. Notices and Other Communications Unless another address is specified in writing by the respective party to whom any notice or other communication is to be given hereunder,all such notices or communications shall be in writing or confirmed in writing and delivered at the respective addresses set forth in this document. 14. Entire Agreement; Severability This Agreement shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions.Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the nonenforcement of any such other provision or agreement. SUJTRUST Appendix A Master Repurchase Agreement Page 8 15. Non-assignability;Termination The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by either party without the prior written consent of the other party. Subject to the foregoing,this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns.This Agreement may be canceled by either party upon notice to the other,except that this Agreement shall, notwithstanding such notice,remain applicable to any Transactions then outstanding. 16. Governing Law This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law principles thereof. 17. No Waivers,Etc. No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder.No modification or waiver of any provision of this Agreement and no consent by any party to a departure here from shall be effective unless and until such shall be in writing and duly executed by both of the parties hereto.Without limitation on any of the foregoing,the failure to give a notice pursuant to subparagraphs 4(a)or 4(b)hereof will not constitute a waiver of any right to do so at a later date. 18. Use of Employee Plan Assets (a)If assets of an employee benefit plan subject to any provision of the Employee Retirement Income Security Act of 1974(ERISA)are intended to be used by either party hereto(the Plan Party)in a Transaction,the Plan Party shall so notify the other party prior to the Transaction.The Plan Party shall represent in writing to the other party that the Transaction does not constitute a prohibited transaction under ERISA or is otherwise exempt therefrom, and the other party may proceed in reliance thereon but shall not be required so to proceed. (b)Subject to the last sentence of subparagraph(a)of this Paragraph,any such Transaction shall proceed only if Seller furnishes or has furnished to Buyer its most recent available audited statement of its financial condition and its most recent subsequent unaudited statement of its fmancial condition. (c)By entering into a Transaction pursuant to this Paragraph,Seller shall be deemed(i)to represent to Buyer that since the date of Seller8s latest such financial statements,there has been no material adverse change in Seller8s financial condition which Seller has not disclosed to Buyer,and(ii)to agree to provide Buyer with future audited and unaudited statements of its financial condition as they are issued,so long as it is a Seller in any outstanding Transaction involving a Plan Party. 19. Intent (a)The parties recognize that each Transaction is a repurchase agreement as that term is defined in Section 101 of Title 11 of the United States Code,as amended(except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable),and a securities contract as that term is defined in Section 741 of Title 11 of the United States Code,as amended. (b)it is understood that either party8s right to liquidate Securities delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Paragraph 11 hereof,is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the United States Code,as amended. SIMFRUST Appendix A Master Repurchase Agreement Page 9 20. Disclosure Relating to Certain Federal Protections The parties acknowledge that they have been advised that: (a)in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission(SEC)under Section 15 of the Securities Exchange Act of 1934(1934 Act),the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970(SIPA)do not protect the other party with respect to any Transaction hereunder; (b)in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder;and (c)in the case of Transactions in which one of the parties is a fmancial institution,funds held by the fmancial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation,the Federal Savings and Loan Insurance Corporation or the National Credit Union Share Insurance Fund,as applicable. 21. Setoff A non defaulting party may Setoff claims and apply any property in which the defaulting party has an interest, whether or not such claims or property are in respect of any Transactions covered by this Agreement,against any obligations owed the non defaulting party by the defaulting party,whether or not such obligations are in respect of Transactions covered by this Agreement. 22. Authorization Until revoked or changed by the Undersigned. SunTrust Bank may rely on any statement,signed by any officer or partner of the Undersigned,identifying the individuals then authorized to give SunTrust Bank instructions on behalf of the Undersigned pursuant to this Agreement FOR THE COMPANY FOR THE BANK .�%�€/e24- / By By Title Title i/�I�N)11N7 ,i emit? Date Date 0f SUNTRUST Appendix A Master Repurchase Agreement Page 10 City of Ocoee,Florida By: S. Scott Vandergrift,Mayor Attest: By: Jean Grafton,City Clerk For use and reliance only by the City of Ocoee,Florida. Approved as to form and legality this day of ,1998 Foley&Lardner By: Paul E.Rosenthal Esq City Attorney SUNTRUST Business Sweep Services Service Agreement-Page 1 Business Sweep Services Agreement This is the Business Sweep Services Agreement(Agreement entered into between the Customer named below and the SunTrust Bank named below for business sweep services in accordance with the terms and conditions set forth in this Agreement. 1. Account Information Customer(Name/Company): City of Ocoee Address: Special Pooled Cash 150 N Lakeshore Dr Ocoee FL 34761-2223 Attn: Wanda Horton SunTrust Bank: Central Florida N.A. Address: Suntrust Equitable Securities PO Box 3833 Orlando FL 32802 Attn: Martelle Boelter DDA Account Number: 0468468800243 Tax Identification Number: 59-6019764 Agreement Date: September 1, 1998 Services Requested: Investment: X Loan: Investment and Loan: Investment Option: Repurchase Agreement Minimum Purchase Requirement: $25,000.00 Target Investment Balance: Loan/Obligor Account Number: Target Loan Balance: Monthly Business Sweep Fee: 2. Definitions The following definitions apply to this Agreement: a. "Account"means the checking(DDA)account specified in Section 1,above. b. "Agreement Date"means the date specified in Section 1,above. c. "Bank"means the SunTrust Bank specified in Section 1,above,and its affiliates,agents,successors and assigns. d. "Customer"means the individual or company specified in Section 1,above. SUNTRUST Business Sweep Services Service Agreement-Page 2 e. "Effective Date"means the banking day on which the services become effective. The Effective Date shall be the Agreement Date or as soon as possible thereafter,as determined solely by the Bank. The Bank shall not be liable in any way for any reason if it is unable to process transactions in the Account on the Agreement Date or any date prior to the Effective Date. f. "Investable Balance"means the collected balance in the Account and/or funds invested in the Investment Option,if any, exceeding the Target Investment Balance. g. "Investment Option"means the Investment Option specified in Section 1,above. h "Investment and Loan Services"means the services facilitating loan paydown/drawdown and investment transactions as described in Section 6,below. i "Investment Services"means the services facilitating investment transactions as described in Section 4,below. j "Loan"means the loan(s)specified in Section 1,above. k. "Loan Services"means the services facilitating loan paydown/drawdown transactions as described in Section 5,below. 1. "Loan Payment Balance"means the collected balance in the Account in excess of the Target Loan Balance. m. "Minimum Purchase Requirement"means the amount specified in Section 1,above,that is required for Investment Services. The Minimum Purchase Requirement is subject to review by the Bank and may change from time to time as determined by the Bank,with fourteen(14)days advance notice to the Customer. n. "Target Investment Balance"and"Target Loan Balance"mean the required collected balances specified in Section 1,above, for the Account. The Target Investment Balance and the Target Loan Balance are subject to review by the Bank and may change from time to time as determined by the Bank,with fourteen(14)days advance notice to the Customer. 3. Authorization By signing this Agreement,the Customer authorizes and directs the Bank as follows: a. To determine the Target Investment Balance,Target Loan Balance,Investable Balance,and/or Loan Payment Balance for each day in the Customer's Account. b. To debit or credit Customer's Account on each banking day for the purpose of performing the services requested in Section 1, above,on behalf of the Customer. c. To credit Customer's Account with interest or dividends as provided in Appendix A in accordance with the selected Investment Option. d. To debit Customer's Account for all fees and expenses incurred against the Account in connection with the transactions completed. Such debits shall be made as the Bank may elect. Customers using account analysis services may pay fees and expenses through analysis. 4. Investment Services 4.1. The Investment Services shall be subject to the terms and conditions of Appendix A, executed of even date herewith between the Bank and Customer and incorporated herein by this reference. 4.2. Customer acknowledges and agrees that placement of all or a portion of the Investable Balance in the Investment Option is subject to the Minimum Purchase Requirement specified in Section 1,above. 4.3. On each banking day there is an Investable Balance of at least the Minimum Purchase Requirement,the Bank shall invest such funds in the amount of the Minimum Purchase Requirement and/or additional Investable Balance funds in increments of$1,000 until all or substantially all of the Investable Balance is invested in the Investment Option. 4.4. On each banking day(i)there is no Investable Balance or(ii)the Investable Balance equals less than the Minimum Purchase Requirement,no Investment Services will occur. 4.5. Customer acknowledges and agrees that if the Bank is unable to invest all or a portion of the Investable Balance in the Investment Option for any reason,the Bank shall have no liability to the Customer. In such event,the uninvested portion of the Investable Balance will remain in the Account and will not earn interest or dividends. Funds remaining in the Account will be credited to services in analysis,if any,at the prevailing earnings credit rate. 5. Loan Services 5.1. The Loan Services shall be subject to the terms and conditions of the Loan Agreement(s)for the Loan(s)described in Section 1, SUINTRUST Business Sweep Services Service Agreement-Page 3 above,and incorporated herein by this reference. 5.2. On each banking day the Account contains a Loan Payment Balance,the Bank shall debit the Account the lesser of(i)the existing Loan(s)balance(s)or(ii)the Loan Payment Balance,and shall transfer such funds for Loan paydown. 5.3. On each banking day the Account contains less than the Target Loan Balance,the Bank shall initiate a Loan drawdown(in increments of$1,000)of funds necessary to reach at least the Target Loan Balance and shall deposit such funds into the Account. 6. Investment and Loan Services 6.1. On each banking day the Bank shall first undertake the Loan Services described in Section 5,above. 6.2. In the event there is an Investable Balance after completion of the Loan Services,if any,the Bank shall undertake the Investment Services described in Section 4,above. 7. Miscellaneous 7.1. Large Deposits or Withdrawals -Customer acknowledges and agrees that the Bank intends to invest the Investable Balance on a same-day basis,and therefore must estimate each day the aggregate Investable Balance of all Bank customers having business sweep accounts. Customer therefore agrees to notify the Bank promptly whenever Customer expects a cash deposit or withdrawal to the Account of$10,000,000 or more. Customer understands that failure to so notify the Bank may result in cash not being invested for that particular day and that the Bank shall have no liability in connection therewith. 7.2. Confidential Information-Customer authorizes the Bank and its SunTrust affiliates,including without limitation,SunTrust Equitable Securities Corporation and SunTrust Securities,Inc.,to share with each other confidential information concerning the Customer and/or its accounts for marketing or other purposes from time to time unless Customer gives the Bank written notice to the contrary. 7.3. Statements-The Customer will receive a monthly statement("Statement")describing the Investment Services on the Account in addition to the regular checking and analysis statement(if any). The Customer will receive a daily transaction notification describing the Loan activity.The Bank shall not be liable for any unauthorized signature,alteration,misencoding or other material error on the face of any item on the Statement or for any incorrect amount or any other error on the Statement itself (including any item improperly charged to the Account),unless the Customer notifies the Bank of its objection within 14 calendar days after the Bank mails,personally delivers,or otherwise makes the Statement available to the Customer. The Bank will not be liable for any Statement or items included in the Statement that the Customer does not receive unless the Bank receives notice of non-receipt from the Customer within 30 days of the date on which the Statement is customarily received.The absence of the Customer's notice of objection to or non-receipt of the Statement shall constitute a complete waiver of any and all claims that the Customer may have with respect to any such Statement and the transactions described therein. 7.4. Fees and Expenses-The Customer shall pay all fees and expenses incurred in connection with the Loan and/or Investment Services as specified in Section 1,above,as amended from time to time by the Bank upon notice to the Customer. 7.5. Termination-Either party may terminate or cancel this Agreement upon written notice to the other.Any termination or cancellation of this Agreement shall be effective within three(3)banking days following the other party's actual receipt of notice thereof. 7.6. Liability-The Bank's responsibility is limited to the exercise of due care and diligence in acting pursuant to this Agreement. The Bank shall not be liable for losses caused directly or indirectly by acts or conditions beyond its control,including but not limited to acts of God,governmental restrictions,war,nuclear events,strike,interruptions in transportation,communications or data processing services,change of law or any other circumstances beyond the reasonable control of the Bank. The Bank may at all times rely upon and act in accordance with any instructions or inquiries which it may receive,whether written or oral, pertaining to this Agreement and the Services and which the Bank in good faith believes to be genuine and authorized by the Customer. 7.7. Indemnification-Customer agrees to pay all of the Bank's costs,including but not limited to attorneys'fees and court costs incurred in connection with(a)Customer's failure to pay when due the monies owed pursuant to this Agreement or(b)the defense by Bank of any claims by the Customer or on the Customer's behalf arising out of this Agreement outside of arbitration (to the extent permitted)where Bank prevails. 7.8. Modifications-The terms and conditions of this Agreement may be modified by the Bank at any time upon notice to the Customer. Any other modification to this Agreement shall not be binding on the Bank unless such modification is in writing and signed by the Bank. • SUNTRUST Business Sweep Services Service Agreement-Page 4 7.9. Communications-All notices to be given in connection with this Agreement must be in writing and mailed,postage pre-paid to the parties at the addresses set forth in Section 1,above. The parties,by written notice,may designate another address to which notices are given.Any telephone conversation with the Bank may be recorded by the Bank to assure accuracy. 7.10. Dispute Resolution/Mediation and Jury Trial Waiver -Any controversy arising out of or relating to transactions with or for the Customer or to this Agreement and whether executed or to be executed within or outside the United States and which cannot be settled between the parties by good faith negotiations,shall first be submitted to mediation. Mediation shall be conducted at the nearest office of the mediation organization the Bank selects,unless the Customer requests a different mediation organization which is reasonably acceptable to the Bank. JURY TRIAL.THE CUSTOMER HEREBY KNOWINGLY,VOLUNTARILY,INTENTIONALLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF,UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH AS PERMITTED UNDER APPLICABLE LAW. Any party may initiate mediation by mailing a written notice to the other party. Nothing in this provision shall preclude the Bank from exercising any right the Bank may otherwise have,including without limitation,any rights of off-set. The provisions of this Section 7.10 shall survive termination of this Agreement. 7.11 Use of Agents-Customer understands and agrees that the Bank may employ one or more agents to assist the Bank in the performance of its duties hereunder,which agents may or may not be affiliates of Bank. Without limiting the generality of the foregoing,Customer understands and agrees that certain affiliates of the Bank,including,but not limited to SunTrust Equitable Securities Corporation,may perform certain services on behalf of the Bank in connection with the Account,including but not limited to,handling Customer Account inquiries and other service functions. Consequently,references in this Agreement to "Bank"include references to such agents of the Bank. 7.12. Governing Law and Assignment-This Agreement and its enforcement shall be governed by the laws of the state where the Bank has its principal place of business. This Agreement shall inure to the benefit of the Bank and its successors(whether by merger,consolidation,or otherwise)and assigns,and shall be binding upon Customer and its heirs,executors,administrators, guardians,successors and assigns. The Bank may assign its rights and obligations under this Agreement at any time after reasonable written notice of such intended assignment to the Customer. 7.13. Severability-If any provision or condition of this Agreement shall be held to be invalid or unenforceable by any court, regulator,or self-regulatory agency or body,such invalidity or enforceability shall apply only to that provision or condition. The validity of the remaining provisions shall not be affected,and this Agreement shall be carried out as if any such invalid or unenforceable provision or condition were not contained herein. 7.14. Waiver And Amendment-Customer agrees that the Bank's failure to insist at any time upon strict compliance with this Agreement or with any of its terms or any continued course of conduct on its part shall not constitute a waiver by the Bank of any of its rights. Except as otherwise provided for herein,no provision of this Agreement shall in any respect be waived, modified,or amended unless such waiver,modification or amendment is in writing signed by a duly authorized officer of the Bank. 7.15. Representations and Warranties-By execution of this Agreement on behalf of the Customer,the undersigned individual or individuals represent and warrant that they have full right,power and authority to enter into this Agreement on behalf of the Customer and to make the investments requested pursuant to this Agreement on behalf of Customer. FOR THE CUSTOMER FOR THE BANK e;d4°1 Authorized Signature Authorized Signature cf7Z Title Title PA-0, Date Date SUNTRUST Business Sweep Services Service Agreement-Page 5 City of Ocoee,Florida By: S. Scott Vandergrift,Mayor Attest: By: Jean Grafton,City Clerk For use and reliance only by the City of Ocoee,Florida. Approved as to form and legality this day of ,1998 Foley&Lardner By: Paul E.Rosenthal Esq City Attorney Form W-9 I Request for Taxpayer Give this form to (Rev.January 1993) Identification Number and Certification the requester. Do Deoann:ent of the Treasury NOT send to IRS. internal Revenue Service Name(If joint names,list first and circle the name of the person or entity whose number you enter in Part I below See instructions on page 2 II your name has changed.) eu a. >, Business name(Sole proprietors see instructions on page 2.)(If you are exempt from backup withholding,complete this form and enter"EXEMPT"in o Part II below.) c Tel City of Ocoee Special Pooled Cash H Address(number and street) List account number(s)here(optional) co ii 150 N Lakeshore Dr City, state,and ZIP code Ocoee FL 34761-2223 /223 Taxpayer Identification Number (TIN) For Payees Exempt From Backup • Enter your TIN in the appropriate box. For Withholding (See Exempt Payees . individuals, this is your social security number f Social security number and Payments on page 2) (SSN). For sole proprietors, see the instructions II I I + I + I I on page 2. For other entities, it is your employer identification number(EIN). If you do not have a OR number, see How To Obtain a TIN below. Requester's name and address(optional) Note:If the account is in more than one name. Employer identification number see the chart on page 2 for guidelines on whose 1 51 9+6 I 0 I 1 191 7 161 4 number to enter. 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 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. 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 of underreporting interest or dividends cn your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, the acquisition or abandonment of secured property, contributions to an individual retirement arrangement(IRA), and generally payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (Also see Signing the Certification on page 2.) Sign Here Signature ► Date 0- Section Section references are to the Internal Revenue 60 days to obtain a TIN and furnish it to the dividends, broker and barter exchange Code. requester. If the requester does not receive your transactions, rents, royalties, nonemployee Purpose of Form.—A person who is required to TIN within 60 days, backup withholding, if compensation,and certain payments from file an information return with the IRS must applicable, will begin and continue until you fishing boat operators, but do not include real obtain your correct TIN to report income paid to furnish your TIN to the requester. For reportable estate transactions. you, real estate transactions, mortgage interest interest or dividend payments,the payer must If you give the requester your correct TIN, you paid, the acquisition or abandonment of exercise one of the following options concerning make the appropriate certifications,and report secured property,or contributions you made to backup withholding during this 60-day period. all your taxable interest and dividends on your an IRA. Use Form W-9 to furnish your correct Under option(1).a payer must backup withhold tax return,your payments will not be subject to TIN to the requester(the person asking you to on any withdrawals you make from your account backup withholding. Payments you receive will furnish your TIN)and,when applicable, (1)to after 7 business days after the requester be subject to backup withholding if: certify that the TIN you are fumishing is correct receives this form back from you. Under option 1.You do not furnish your TIN to the (or that you are waiting for a number to be (2), the payer must backup withhold on any requester,or issued),(2)to certify that you are not subject to reportable interest or dividend payments made toyour account, regardless of whether you make 2.The IRS notifies the requester that you backup withholding,and(3)to claim exemption furnished an incorrect TIN,or from backup withholding if you are an exempt any withdrawals.The backup withholding under payee. Furnishing your correct TIN and making option(2)must begin no later than 7 business 3.You are notified by the IRS that you are the appropriate certifications will prevent certain days after the requester receives this form back. subject to backup withholding because you payments from being subject to backup Under option(2),the payer is required to refund failed to report all your interest and dividends on withholding. the amounts withheld if your certified TIN is your tax return(for reportable interest and Note:If a requester gives you a form other than received within the 60-day period and you were dividends only),or a W-9 to request your TIN,you must use the not subject to backup withholding during that 4.You do not certifyto the requester that you requester's form. period. are not subject to backup withholding under 3 How To Obtain a TIN.If you do not have a Note:Writing `Applied for"on the form means above(for reportable interest and dividend TIN,apply for one immediately.To apply,get that you have already applied for a TIN OR that accounts opened after 1983 only),or Form SS-5,Application for a Social Security you intend to apply for one in the near future. 5.You do not certify your TIN.This applies Card(for individuals),from your local office of As soon as you receive your TIN,complete only to reportable interest,dividend, broker,or the Social Security Administration, or Form another Form W-9. include your TIN, sign and barter exchange accounts opened after 1983, or SS-4,Application for Employer Identification date the form, and give it to the requester. broker accounts considered inactive in 1983. Number(for businesses and all other entities). What Is Backup Withholding?—Persons making Except as explained in 5 above,other from your local IRS office. certain payments to you after 1992 are required reportable payments are subject to backup To complete Form W-9 if you do not have a to withhold and pay to the IRS 31% of such withholding only if 1 or 2 above applies. Certain TIN,write"Applied for"in the space for the TIN payments under certain conditions.This is called payees and payments are exempt from backup in Part I. sign and date the form, and give it to "backup withholding." Payments that could be withholding and information reporting.See the requester. Generally, you will then have subject to backup withholding include interest. Payees and Payments Exempt From Cat. No. 10231X Form W-9 (Rev. 1-93) Form W-9(Rev. 1-931 Page 2 Backup Withholding,below, and Exempt Payments that are not subject to information backup w'thholding. Enter your correct TIN in Payees and Payments under Specific reporting are also not subject to backup Part I, write "EXEMPT"in the block in Part II, Instructions,below,if you are an exempt payee. withholding. For details,see sections 6041, and sign and date the form. If you are a Payees and Payments Exempt From Backup 6041A(a), 6042, 6044, 6045. 6049, 6050A, and nonresident alien or foreign entity not subject to Withholding.—The following is a list of payees 6050N,and their regulations. exempt from backup withholding and for which backup withholding,give the requester a Penalties no information reporting is required. For interest completed Form W-8,Certificate of Foreign and dividends,all listed payees are exempt Status. exceptitem For d er transactions,re res Failure To Furnish TIN.—If you fail to furnish 7.TIN "Applied for."Follow the instructions payees your correct TIN to a requester,you are subject under How To Obtain a TIN,on page 1,and listed in(1)through(13)and a person registered to a penalty of$50 for each such faiiure unless sign and date this form. under the Investment Advisers Act of 1940 who your failure is due to reasonable cause and not regularly acts as a broker are exempt. Payments to willful neglect. Signature.—For a joint account,only the person subject to reporting under sections 6041 and whose TIN is shown in Part I should sign. Civil Penalty 6041A are generally exempt from backup for False Information With Respect to Withholding.—If you make a false withholding only if made to payees described in Privacy Act Notice.—Section 6109 requires you statement with no reasonable basis that results items(1)through(7),except a corporation that to furnish your correct TIN to persons who must in no backup withholding, you are subject to a file information returns with the IRS to report provides medical and health care services or $500 penalty. interest-dividends,and certain other income bills and collects payments for such services is paid to you,mortgage interest you paid,the not exempt from backup withholding or Criminal Penalty for Falsifying Information.— acquisition or abandonment of secured property,reporting.Only payees described inWillfullyfalsifying certifications or affirmations or contributions you made to an IRA.The IRS items(2)through(6)are exempt from backup may subject you to criminal penalties including uses the numbers for identification purposes and withholding for barter exchange transactions, fines and/or imprisonment. to help verify the accuracy of your tax return. patronage dividends•and payments by certain Misuse of TINS.—If the requester discloses or You must provide your TIN whether or not you fishing boat operators. uses TINs in violation of Federal law, the are required to file a tax return. Payers must (1)A corporation.(2)An organization exempt requester may be subject to civil and criminal generally withhold 31% of taxable interest, from tax under section 501(a),or an IRA,or a penalties. dividend,and certain other payments to a payee who does not furnish a TIN to a payer. Certain custodial account under section 403(b)(7), (3)The United States or any of its agencies or Specific Instructions penalties may also apply. instrumentalities. (4) state,the District of Columbia,a ties (4)An ot the States,or Name.—If you are an individual, you must What Name and Number To Give any of their ssepossession the Unitedr generally provide the name shown on your social the Requester instrumentalities.of their iesi political A subdforeivisions government or any security card. However, if you have changed of its political subdivisions,agencies, or your last name, for instance,odue to marriage, For this type of account Give name and SSN of: instrumentalities. (6)An international organization without informing of the Social cnange, Secplease of the name cnan e, enter 1. Individual The individual or any of its agencies or instrumentalities. (7)A your first name, the last name shown on your 2. Two or more The actual owner of the foreign central bank of issue. (8)A dealer in social security card, and your new last name. individuals(joint account or,if combined securities or commodities required to register in account) funds.the first individual the United States or a possession of the United If you are a sole proprietor, you must furnish on the account' your individual name and either your SSN or 3. Custodian account of The minor' States.(9)A futures commission merchant EIN. You may also enter your business name or a minor(Uniform Gift registered with the Commodity Futures Trading Commission. (10)A real estate investment trust. "doing business as"name on the business name to Minors Act) (11)An entity registered at all times during the line. Enter your names}as shown on your social a. a. The usual The grantor-trustee' tax year under the Investment Company Act of security card and/or as it was used to apply for revocable savings 1940. (12)A common trust fund operated by a your EIN on Form SS-4, trust(grantor is also trustee) bank under section 584(a). (13)A financial Signing the Certification.— b. So-called trust The actual owner' institution.(14)A middleman known in the 1.Interest, Dividend,and Barter Exchange .account that is not investment community as a nominee or listed in Accounts Opened Before 1984 and Broker a legal stateor a la trust under the most recent publication of the Americanw Accounts Considered Active During 1983.You 5. Sole proprietorship prietoorshhip The owner' Society of Corporate Secretaries, Inc., Nominee are required to furnish your correct TIN, but you List.(15)A trust exempt from tax under section are not required to sign the certification. For this 664 or described in section 4947. type of account Give name and EIN o* Payments of dividends andpatronage 2. Interest,Dividend,Broker,and Barter 6. Sole Exchange Accounts Opened After 1983 and proprietorship The owner dividends generally not subject to backup Broker Accounts Considered Inactive Durin 7. A valid trust,estate.or Legal entity' withholding include the following: g pension trust 1983.You must sign the certification or backup g, Corporate The corporation • Payments to nonresident aliens subject to withholding will apply. If you are subject to withholding under section 1441. 9. Association.religious, club, The organization backup withholding and you are merely providing religious,charitable. • Payments to partnerships not engaged in a your correct TIN to the requester,you must educational,or other trade or business in the United States and that cross out item 2 in the certification before tax-exempt have at least cne nonresident partner. signing the form. organization • Payments of patronage dividends not paid in 3.Real Estate Transactions.You must sign t 1.10. A broker or registered The broker or nominee nominee the certification. You may cross out item 2 of the • Payments made by certain foreign certification. 12. Account with the The public entity organizations. 4. Other Payments.You are required to Department of Payments of interest generally not subject to furnish your correct TIN, but you are not required Agriculture in the name to sign the certification unless of a public entity(such backup withholding include the following: 9 you have been as a state or local • Payments of interest on obligations issued by notified of an incorrect TIN. Other payments government,school individuals. include payments made in the course of the district,or prison)that requester's trade or business for rents, royalties, receives agricultural Note: You may be subject to backup withholding goods(other than bills for merchandise), medical program payments if this interest is$600 or more and is paid in the and health care services,payments to a course of the payer's trade or business and you nonemployee for services(includingattorneyand 'List first and circle the name of the person whose have not provided your correct TIN to the payer. number you furnish. P Y accounting fees),and payments to certain fishing • Payments of tax-exempt interest(including boat crew members. 'Circle the minor's name and furnish the minor's SSN. exempt-interest dividends under section 852). 5. Mortgage Interest Paid by You, 'Show your individual name.You may also enter your • Payments described in section 6049(b)(5)to Acquisition or Abandonment of Secured business name.You may use your SSN or EIN. nonresident aliens. Property,or IRA Contributions.You areor''List first and circle the name of the legal trust,estate. • Payments on tax-free covenant bonds under required to furnish your correct TIN, but you are pension trust.(Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is section 1451. not required to sign the certification. not designated in the account title.) • Payments made by certain foreign 6. Exempt Payees and Payments.If you are Note:If no name is circled when there is more organizations. exempt from backup withholding, you should than one name, the number will be considered to • • Mortgage interest paid by you. complete this form to avoid possible erroneous be that of the first name listed. 'U.S.Government Printing Office: 1994—301-62&o007: