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Girl Choir of South Florida poi r - 7 :5 f M City of Miami Beach Cultural Affairs Program and Cultural Arts Council Miami Beach. Arts Gala Grant Agreement This Grant Agreement is entered into this 19 day of January, 2011, between the City of Miami Beach, Florida (the City), and (Grantee). Article I / Grant Description 1. Grantee: Girl Choir of South Florida Grant Contact: Wendy Boucher Address: 1350 E. Sunrise Blvd. Ste. 117 City, State, Zip: Ft. Lauderdale FL 33304 y Phone, fax, e-mail: 954. 553. 2809, wendV.boucher(QgirIchoir.org 2. Grant amount: $2,700 50% paid upon execution of this Agreement. Remaining 50% paid upon completion of Project and submission and approval of Final Report. 3. Project description: See Exhibit 1, attached hereto 4. Itemized budget: See Exhibits 2 -A Project Budget and 2 -13 Grant Budget, attached hereto 5. Contract execution deadline: February 15, 2011 6. Expenditure deadline: November 6, 2011 7. Project completion date: 13r. s'Mi)i)'' 8. Final Report deadline: Must be postmarked or delivered no later than 45 days after Project completion date. n IN WITNESS WHEREOF the parties hereto have executed this Agreement this 7k day of ft Y , 2011. f Si nature rA Ma i H rrera Bower ' , ayor 9 Attest: STATE OF FLORIDA, C UNTY OF MIAMI- DADE f Robert Parcher, City Clerk The foregoing instrument was acknowledged before me this of // 2011 by s C (Grantee Seal Here) y — a not - for - profit corporation. He /She is personally known tome or has i produced ��C'- `I as identification. Not GRANTEE:° . ' Signature of Notary Public Federal ID #: Printed Name of O anization's Authorized Representative Notary,Name: (City Attorney Approval Here) Notary Public, State of Florida APPROVED ,AS TO FORM & LANGUAGE My Commission Expires: & F. CUTION •• ", BARBARA ANN LAWRENCE "Notary Public • State of Florida M Comm. Expires Aug 7, 2013 %;�o � Commission 8 DD 896897 Article 11 / General Conditions 1. Parties The parties to this Agreement are the Grantee listed in Article 1, and the City of Miami Beach, a municipal corporation organized under, the laws of the State of Florida (City). The City has del gated the responsibility of administering this Grant to the City Manager or his authorized designee, who shall be the City's Cultural Affairs Program Manager. 2. Project Description The Grantee may only use the Grant for the purposes that are specifically described in. the Project Description, attached hereto as Exhibit No. 1. All expenditures will be subject to the terms of this Agreement, and as specified in the itemized Grant Award Budget, attached hereto as Exhibit 2 -B. Line item changes to said Budget shall not exceed ten percent (10 %) per category, and shall, in no event exceed the total amount of Grant funds.. Notwithstanding the preceding sentence, amendments to the itemized Grant Award Budget in Exhibit 2 -B shall not be permitted without the prior written consent. of the Cultural Affairs Program Manager. Said'requests shall be made in advance of the project'Sr commencement, in writing, detailing and justifying the need for such changes. 3. Reports This Grant has been awarded with the understanding that the described Project will enhance and develop the City's cultural community. To demonstrate that the Grant is fulfilling, or has fulfilled,- its purpose, the Grantee must supply the Cultural Affairs Program Manager with a written Final. Report documenting that the Grantee has fulfilled all requirements. This report must be received by the Cultural Affairs Program Manager within 45 days of the Project's completion date: Grantees completing their Project by the end of the Fiscal Year, or September 30, 2011, must submit their final reports no later than November 15, 2011. Sleepless Night projects must also submit Final Report by November 1 2011. 4. Amount of Grant and Payment Schedule The total amount of the Grant is specified in Article I -2 (subject to the restrictions therein). In awarding this Grant, the City assumes no obligation to provide financial support of any type whatsoever in excess of the total Grant. amount. Cost overruns are the sole responsibility of the Grantee. The Grant funds will only be supplied to the Grantee following the Mayor and City Commission's approval of the award, and execution of this Agreement by the parties hereto. 5. Program. Monitoring and Evaluation The Affairs Program Manager may monitor and conduct an evaluation of the Project under this Grant, which may include, with or without limitation, visits by City representatives to observe the Project, or Grantee's programs,, procedures, and operations, or to discuss the Grantee's programs with Grantee's personnel. 6. Bank Accounts and Bonding Monies received pursuant to this Agreement shall be kept in accounts in established Miami -Dade County banks or savings and loan associations whose identities shall be disclosed in writing to the Cultural Affairs�Program Manager with the identity and title of individuals authorized to withdraw or write checks on Grant funds. 7. Accounting and Financial Review Funded activities must take place within the City's fiscal year for which they are approved (before September 30)'. except for Sleepless Night projects which will be completed November 6, 2011.The Grantee shall keep accurate and complete books and records of all receipts and expenditures of Grant funds, in conformance with reasonable accounting standards. These books and records, as well as all documents pertaining to payments received and made in conjunction with this Grant, including, without limitation, vouchers, bills, invoices, receipts and canceled checks, shall be dated within the fiscal year for which they are approved and retained in Miami -Dade County in a secure place and, in an orderly fashion by the Grantee for at least two (2) years after the Expenditure Deadline specified in Article 1 -5. These books, records, and documents may be examined by the City, and /or its authorized representatives, at the Grantee's offices during regular business hours and upon reasonable notice. Furthermore, the City may, at its expense, audit or have audited, all the financial records of the Grantee, whether or not purported to be related to . this Grant. 8. Publicity and Credits The Grantee must include the City of Miami Beach logo and the following credit line in all publications related to this Grant: City of Miami Beach, Cultural Affairs Program, Cultural Arts Council Failure to do so may preclude future grant funding from the City in the same manner as if Grantee defaulted 2of9 -under this Agreement, pursuant to Article 11 -12. 9. Liability and. Indemnification The Grantee shall indemnify and hold harmless the City and its officers, employees, agents and contractors, from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the City or its officers, employees, agents and contractors may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating1o, or resulting from the performance if this Agreement by the Grantee or its officers, employees, agents, servants, partners, principals or contractors. Grantee shall pay all claims and losses in .connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs judgments, and attorneys' fees which may issue thereon. Grantee expressly understands and agrees that any insurance protection required by this Agreement, or otherwise provided, shall in no way limit its obligation, as set forth herein, to indemnify, hold harmless and defined the City or'its officers, employees, agents and contractors as herein provided. If the .Grantee is a government entity, this indemnification shall only be to the extent and within the limitations of Section 768.28 Florida Statute, subject to the provisions of that Statute whereby the Grantee entity shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of $100,000, or any claim or judgment or portions thereof, which, when totaled with all other claims or judgments paid by the government entity arising out of the same incident or occurrence, exceed the sum of $200,000 from any and all personal injury or property damage claims, liabilities, losses or causes .of action which may arise as a result of the negligence of the Grantee entity. 10. Assignment The Grantee shall not be permitted to assign this Grant, and any purported assignment will be void, and shall be treated as an event of default pursuant to Article II -12. 11 Compliance with Laws The Grantee agrees. to abide by and be governed by all applicable Federal, State,-County and City laws, including but not limited to Miami -Dade County's Conflict of Interest and Code of Ethics Ordinance, as amended, which is incorporated herein by reference as if fully set forth herein, and Chapter 2, Article VII of the Miami Beach City Code, as amended, which is incorporated herein by reference as if fully set forth herein. 12. Default/Termination Provisions In the event the Grantee shall #ail to comply with any of the.provisions of this Agreement, the Cultural Affairs Program Manager may terminate this Agreement and withhold or cancel all or any unpaid installments of the Grant upon giving five (5) calendar days written notice to the Grantee, and the City shall have no further obligation to the Grantee under this Agreement. Further, in the event of termination, the Grantee shall be required to immediately repay to the City all portions of the Grant which have been received by the Grantee, as of the date that the written demand is received. In the event that this Grant is terminated, the following provisions will also apply:. a. For first -time violations — Grantee shall be required to submit a final .report with documentation of expenditure of all Grant funds already received (first half) up to the termination date. Additionally, Grantee will be ineligible to apply and /or receive a grant in the subsequent City fiscal year. However, Grantee will be allowed to apply for grants in future fiscal years. b. For more than first -time violations - Any compliance infractions beyond first -time violations will be considered by the Cultural Affairs Program .Manager, on a case -by -case basis. As part of his consideration, the Cultural Affairs Program Manager shall obtain the recommendation of the Cultural Arts Council, but the final decision as to whether Grantee may be allowed to apply for future grants shall remain within the. sole discretion of the City. Any uncommitted Grant funds which remain in the possession or under the control of the Grantee as of the'date of the Expenditure Deadline specified in Article 1 -5 must be returned to the City within fifteen (15) days after the Expenditure Deadline. If such funds have been committed but not expended, the Grantee must request in writing from the Cultural Affairs Program Manager an extension of the Expenditure Deadline which, if 3. of 9 approved, shall be for a period not to exceed one (1) year. Grant funds which are to be repaid to the City pursuant to this Section are to be repaid upon demand by delivering to the Cultural Affairs Program Manager a certified check for the total amount.due, payable to the City of Miami Beach, Florida. These provisions shall not waive or preclude the City from pursuing any other remedies that may be available to it under the law. 13. Indulgence Will Not be Waiver of Breach The indulgence of either party with regard to any breach or failure to perform any provision of this Agreement shall not be deemed to constitute a waiver of the provision or any portion of this Agreement either at the time the breach or failure occurs, or at any time throughout the term of this Agreement. 14. Written Notices Any written notices required under this Agreement will be effective when delivered in person or upon the receipt of a certified letter addressed to the Grantee at the address specified in Article 1 -1 of this Agreement, and to the City when addressed as follows: Gary Farmer, Cultural Affairs Program Manager,. City of Miami Beach Dept. of Tourism and Cultural Development, 1700 Convention Center Drive, Miami Beach, Florida 33139 -1819. 15. Captions Used in this Agreement Captions, as used in this Agreement, are for convenience -of reference only and should not be deemed or construed as in any way limiting or extending the language or provisions to which such captions may refer., 16. Contract Represents Total Agreement This contract, including its special conditions and exhibits, represents the whole and total agreement of the parties. No representations, except those contained within this agreement and its attachments, are to be considered in construing its terms: No modifications or amendments may be made to this Agreement unless made in writing signed by both parties, and approved by appropriate action by the Mayor and City Commission. - Article III / Miscellaneous Provisions 17. The Grant awarded herein is the result of an extensive public review process, which found that the Grantee is performing a public purpose through the programs, projects, and /or services recommended for support. As such, use of Grant funds for any program component not meeting this condition will be considered a breach of the.terms of this Agreement and will allow the City to seek remedies including, but not limited to, those. outlined in this Grant Agreement. 18. The Grantee also accepts and agrees to comply with the following Special Conditions: The Grantee hereby agrees that it will comply with Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2 000 et seq.) prohibiting discrimination on the basis of race, color, national origin, handicap, or sex. The Grantee hereby agrees that it will comply with City of Miami Beach Human Rights Ordinance as codified in Sections 62 -31 through 62 -66 of the. City Code, and as amended from time to time, prohibiting discrimination in employment, housing and public accommodations on account of race, color, national origin, religion, sex, gender identity, sexual orientation, disability, marital status, financial status; or age. The City endorses the clear mandate of the Americans with Disabilities Act of 1990 (ADA) to remove barriers, which prevents qualified individuals with disabilities from enjoying the same employment opportunities that are available, to persons without disabilities. The City also endorses the mandate of the Rehabilitation Act of 1973.and Section 504 and prohibits discrimination on the basis of disability and requires that Grant recipients provide equal access and equal opportunity and services without discrimination on the basis of any disability. 4of9 19. GOVERNING LAW AND EXCLUSIVE VENUE This Agreement shall be governed by, and construed .in accordance with, the laws of. the. State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami -Dade County, Florida, if in State court, and the U.S.. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, GRANTOR AND GRANTEE EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. -THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK- 5 of.9 Graant,Proposal Please type in 12 point type and on! in designated space 1.Org Organization Mission (up to 1/2 page }: Please describe your organization in terms of its mission: The Girl Choir of South Florida develops character and citizenship through music education and performance. We believe that singing is fundamental to being human. Every culture throughout history oo and around the world has a tradition of singing. Singing in. a choir instills self - confidence, teaches team , builds relationships) and promotes cultural understanding. We bring that experience to the community by bw P providing a high - quality choral education an performance program specially tailored to girls unique ' needs and abilities. We don't just want girls to become better singers- we believe that singing in a choir helps girls to become better people. 2. Project Summary (up to end next Page): In narrative form please outline in detail the proposed events /performances taking place in the City of Miami Beach. The narrative must include specific dates, times, venues /locations, ticket prices, artists and target audience. Include details on any artistic collaborations and /or uses of new technology. Include the following required attachments behind next page: letters of intent from all artists appearing as guests with the applicant organization and letters of intent clearly indicating availability from venues. } -to Miami beach to perform as part of Sleepless Night on We would like to bring our Concert Choir November 5, 2011. The Concert Choir is our most advanced large group; with approximately 40 members who range in age from 12 to 18. Our Concert Choir was recently invited to participate in Festival 500, an international choral festival that will take place in Canada in July, 2011. The Festival 500 will feature 26 choruses from 7 countries including Australia, Canada, Indonesia, South Africa, Tanzania, and Venezuela. These choruses were selected through a competitive audition process, and we are very proud to be of only two participating choruses from the USA. We will work with you and your staff to select a time, location, and length that fits your event and will appeal to your audience. (We anticipate a Sleepless Night performance of 30. to 45 minutes.) . FY 2010/11 City of Miami Beach Arts Gala Grant Program Application Page 2 of 6 I Marketing Plan (up to one page): Please'outline in detail the marketing plan for the proposed project. We are very interested in further developing our Broward County audience and in bringing them with us to Miami Beach for Sleepless Night. Accordingly, Marketing and PR expenses represent over 50% of our grant request ($1450 out of $2700 total). The $1450 includes additional costs to have our Public Relations consultant draft and distribute a special press release about Sleepless Night and our participation in it, as well as purchasing a mailing list and sending a direct mail piece about the performance to approximately 500 Broward County arts patrons. FY 2010111 city of Miami Beach Arts Gala Grant Program Application Page 3 of 6 PROJECT EXPENSE BUDGET List all project related expenses. Round amounts to the nearest dollar (do not show cents).. Provide an additional sheet with an Itemized budget for any items in the "Other Costs" category above $5,000. NOTE: Total project expenses and revenues must equal GRAT CASH DOLLA CASH MATCH `IN -KIND EXPENSES = ALLOCATED + (MIN $1 TO $1) CONTRIBUTIONS PERSONNEL ADMINISTRATIVE: No. of EMPLOYEES: 1 500 N/A 500 ARTISTIC: No. of ARMTS 2 650 650 0 TECHNICAL: No. of EMPLOYEEs: OUTSIDE ARTISTIC FEES: No. of AR=TS: OUTSIDE TECHNICAL FEES: No. of TECHNMON8: MAWETINGIPUBLIcITY 1450 1450 0 PRINTING POSTAGE IN COUNTY TRAVEL (PERFORMANCE RELATED ONLY) N/A OUT OF COUNTY TRAVEL 750 NIA 750 EQUIPMENT RENTAL 500 500 0 EQUIPMENT PURCHASE NIA SPACE RENTAL (PERFORMANCE RELATED ONLY) INSURANCE ( PERFORMANCE RELATED ONLY) 0 NIA UTILITIES 0 NIA SUPPLIEWMATERIALS 0- 0 0 OTHER COSTS (ITEMIZE BELOW) Music 100 100 0 GRANT AMOUNT REQUESTED 2700 TOTAL CASH EXPENSES 3950 = 2700 + 1 250 TOTAL IN -KIND CONTRIBUTIONS "In -Kind Contributions must not exceed 25% of total 0 Cash Expenses stated above. TOTAL PROJECT EXPENSES $3950 Sum Of Cash & In -Kind * ln4dnd contributions are the documented fair market value of non -cash contributions provided to the grantee by third parties which consist of real property or the value of goods and services. These figures are not included in budget calculations. Please note that In --Kind contributions may not exceed 25% of the total organizational budget and total cash project budget. FY 2010111 City of Miami Beach Arts Gala Grant Program Application Page 5 of 9 PROJECT REVENUE BUDGET List all project related revenues. Round amounts to the nearest dollar (do not show cents). Provide an additional sheet with an itemized budget for any items In the "Other Revenues" category above $5,000. NOTE: Total project expenses and revenues must equal. CASH INCOME IN -KIND VALUE 1N -KIND SOURCE ADMISSIONS Q CONTRACTED SERVICES Q TUITIONS Q CORPORATE SUPPORT 0 FOUNDATION SUPPORT 0 PRIVATEIINDNIDUAL SUPPORT 0 GOVERNMENT GRANTS — (IDENTIFY SOURCE) FEDERAL STATE LOCAL City of Miami Beach 2700 APPLICANT CASH ON HAND 1250 OTHER REVENUES (ITEMIZE eELOW9: GRANT AMOUNT REQUESTED MUST EQUAL GRANT AMOUNT REQUESTED ON ALL OTHER PAGES 2700 TOTAL CASH REVENUES MUST EQUAL TOTAL CASH EXPENSES ON 3950 PROJECT EXPENSE BUDGET TOTAL IN -KIND CONTRIBUTIONS MUST EQUAL TOTAL. IN -KIND ON PROJECT EXPENSE BUDGET TOTAL PROJECT - REVENUES $3950 Sum of Cash & In -kind MUST EQUAL TOTAL PROJECT EXPENSES FY 2010/11 City of Miami Beach Arts Gala Grant Program Application Page 6 of 9 Exhibit 1 1 Revised Project Description Organization: Girl Choir of South Florida Completely describe. Project approved by the Grants Panel and in a separate narrative detail all revisions to the Project based upon the City Commission approved award. Please be as. specific as possible; name of event, specific dates, venues, times, artists, etc. Use extra page if necessary. Project description as approved by Grants Panel Ckv- IY W w jLJJV,, 114J P j i Pro description as revised (if applicable) based upon the City Commission approved award: Changes to projects awarded under the Artistic Disciplines program must still adhere to the requirement that the work is new or has never before been presented in Miami Beach.' 6 9 Exhibit 2 -A: Project Budget / Revised Total Project Budget Name of organization: Girl Choir of South Florida Date(s) of Project: Attach a copy of the total Project budget or list cash expenses and cash revenues specifically identified with your program, project or . events. Round off all numbers 'to the nearest dollar EXPENSES REVENUES CASH IN -KIND CASH IN -KIND Personnel - artistic _ Admissions Personnel - technical _ Contracted services Personnel administration Tuitions Outside artistic fees /services Corporate support Outside other fees /services Foundation support Marketing /Publicity Individual support Space rental Government grants Utilities _ Federal - Equipment rental State Office supplies Other Costs: (Itemize below) Other Contributions (Itemize below) City of Miami Beach Grant Award Total cash expenses Total cash revenues Total in -kind expenses Total in -kind revenues Total project expenses Total project revenues CASH & IN -KIND CASH & IN -KIND 7.of9 1 Exhibit 2 -B: Project Budget / Revised Grant Award Budget Name of organization: Girl Choir of South Florida Date(s) of Project: Grant Award: $2,700 Directions: Identify and itemize cash expenses to be paid from Grant award funds. Grant awards may only be spent within budget categories declared below. Line item changes to said Budget shall not exceed ten percent (10 %) per category, so long as said expenditures do not exceed the total amount of Grant funds Grant Expenses Personnel — artistic O Equipment Rental (NOT administrative) Personnel — technical — Space rental (Performance Related Only) Outside artistic fees _ Marketing /Publicity c " 0 Total Other Costs (itemize Below) Printing Description Amount Postage TOTAL (must equal grant award): L O Grant requirements Grant funds must be spent within budget categories agreed upon in grant agreement. .All publications associated with City of Miami Beach cultural grant support must include the City of Miami Beach logo and the following byline: "City of Miami Beach, Cultural Affairs Program, Cultural Arts Council." Allowable Grant Expenditures as Relates to Grant Project: ® Artistic and technical fees directly related to the proposed program or event ® Production costs related to the proposed program, project or event ® Honoraria ® 'Equipment rental and expendable materials ® Marketing Publicity ® Equipment rental and personnel necessary to provide program accessibility as mandated by the Americans with Disabilities Act (ADA) and Section 504 of the Rehabilitation Act of 1973 8 of 9 Grant Use Restrictions (grant funds may not be used towards): • Remuneration of City of Miami Beach employees for any services rendered as part of a project receiving a grant from Cultural Affairs.grants programs • Administrative salaries or fees • "Bricks and mortar" or permanent equipment; unless the purchase price is less than the cost of rental. • City of Miami Beach services (permit fees, off duty police, electricians, insurance, etc.) • Debt reduction • . indirect or general operating costs related to the operation of the organization (Cultural Anchors excluded from this restriction) Travel or transportation • Insurance Fees (Cultural Anchors excluded from this restriction) • Social /Fundraising events, beauty pageants or sporting events • Hospitality costs including decorations or affiliate personnel with the exception of artists • Cash prizes Lobbying or propaganda materials • Charitable contributions • Events not open to the public; unless the event serves to, specifically benefit City of Miami Beach government and has been previously approved as such be the Cultural Affairs Program Manager Required supporting materials for final reports submitted within 45 days upon completion of grant project: . Copies of all receipts, invoices and expenditures of grant monies. CATEGORIZE ALL RECEIPTS, INVOICES AND CANCELLED CHECKS (front and back copies), ETC. ACCORDING TO THE GRANT BUDGET (i.e. - all artists payments, separate from advertising payments). Invoices AND checks must b_ be dated within the 2010 -11 Fiscal Year except for Sleepless Night proiects, for which invoices and checks must be dated prior to November 11, 2011. • Proof of logo and credit line in project publications and advertisements Proof of performance(s), such as programs, brochures and flyers. 9of9 i Request for Taxpayer Give form to the Form W requester. Do not (Rev. October 2007) Ide ntificat i ® n Number an Cert i f i c at i on.. sen to. the IRS. Department of the Treasury internal Revenue Service Name (as shown on your income tic return) N i d . cu CU Business name, if different from above a 0 a. c Check appropriate box: ❑ IndividuaUSole proprietor Corporation ❑' Partnership Exempt o payee ;-, ❑ Limited liability company. Enter the tax classification (D= disregarded entity, C= corporation, P= partnership) ► . _ _ - _ _ . p i ❑ Other (see instructions) ► W = Address ^ ( p number, street, and apt. or suite no.1 p Requester's name and address (optional) CL w- City state, and ZIP code C L ^� L r L v List account number(s) here (optional) a� Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid Social security number backup withholding. For individuals, this is your social security number (SSN). However, for a resident j alien, sole proprietor, or disregarded entity, see the Part i .instructions on page 3. For other entities, it is or your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Employer identification number Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose N number to enter. Certification Under penalties of perjury, 1 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) l am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 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 (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See the instructions on page 4. Sign Signature of ,; f -( is Date Here U.S. person General �����,���� ®�� Definition of a U.S. person. For federal tax purposes; you are ¢ considered a U.S. person if you are: Section references are to the Internal Revenue Code unless v An individual: who is a U.S. citizen or U.S. resident alien, otherwise noted. e A partnership, corporation, company, or association created or Purpose of F orm organized in the United States or under the laws of the United States, A. person who is required to file an information return with the estate foreign , or IRS must obtain your correct taxpayer identification number (TIN): ®An estate (other than a g ) to report, for example, income paid to you, real estate e A domestic trust (as defined in Regulations section transactions, mortgage interest you paid, acquisition or 301.7701 -7). abandonment of secured property, cancellation of debt, or Special rules for partnerships. Partnerships that conduct a contributions you made to an IRA. trade or business in the United States are generally required to Use Form W -9 only if you are a U.S. person (including a pay a withholding tax on any foreign partners' share of income resident alien), to provide your correct TIN to the person from such business. Further; in certain cases where a Form W -9 requesting it (the requester) and, when applicable, to: has not been received, a partnership is required to presume that olding tax. a partner is a foreign person, and pay the withh 1. Certify that the TIN you are giving is correct (or you are .Therefore, if you are a U.S. person that is a partner in a waiting for a number to be issued), partnership conducting a trade or business in the United States, 2. Certify that you are not subject to backup withholding, or provide Form W -9 to the partnership to establish your U.S. 3. Claim exemption from backup withholding if you are a U.S_ status and avoid withholding on your share of partnership exempt payee. If applicable, you are also certifying that as a . income. U.S. person, your allocable share of any partnership income from The person who gives Form W -9 to the partnership for a U.S. trade or business is not subject to the withholding tax on purposes of establishing its U.S. status and avoiding withholding foreign partners' share of effectively connected income. on its allocable share of net income from the partnership Note. If a requester gives you a form other than Form W -9 to conducting a trade or business in the United States is in the request your TIN, you must use the requester's form if it is .following cases: substantially similar to this Form W -9. .,a The U.S. owner of a disregarded entity and not the entity, Cat. No. 10231X Form W -9 (Rev. 10 -2007)