R-2015-170 2015-09-21RESOLUTION NO. R2015-170
A Resolution of the City Council of the City of Pearland, Texas,
awarding a lease/purchase bid for the purchase of a vacuum truck and
enterprise resource planning software systems with US Bancorp
Government Leasing and Finance, Inc. in the amount of $1,223,293.00
at a 1.703 percent interest rate with a five year maturity schedule.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That the City opened bids for lease/purchase financing of a pumper
truck and enterprise resource planning software systems. and such bids have been
reviewed and tabulated.
Section 2. That the City Council hereby awards the bid to US Bancorp
Government Leasing and Finance. Inc.. to finance up to $1,223,293.00 at a fixed rate of
1.703% for five (5) years.
Section 3. The City Manager or his designee is hereby authorized to execute any
necessary documents for the Lease/Purchase Agreement.
PASSED, APPROVED and ADOPTED this the 21st day of September, A.D., 2015.
ATTEST:
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
TOMREID
MAYOR
Resolution No. R2015-170
Exhibit "A"
DOCUMENT
PLEASE EXECUTE TWO (2) ORIGINALS OF ALL DOCUMENTS
**NO FRONT AND BACK COPIES, PLEASE**
RETURN ALL ORIGINALS TO:
U.S. BANCORP GOVERNMENT LEASING AND FINANCE, INC.
RoSIE So
950 17 STREET. 7'" FLOOR
DENVER. CO 80202
303-585-4078
Addendum to Master Tax -Exempt Lease Purchase Agreement - This document must be executed in the presence of a
witness/attestor. The attesting witness does not have to be a notary. just present at the time of execution.
• Property Schedule No. 2 - This document must be executed in the presence of a witness/attestor. The attesting witness does
not have to be a notary. just present at the time of execution.
Property Description and Payment Schedule - Exhibit 1
Lessee's Counsel's Opinion - Exhibit 2 This exhibit will need to be executed by your attorney, dated and placed on their
letterhead Your attorney will likely want to review the agreement prior to executing this opinion.
Lessee's Certificate - Exhibit 3 1) Please fill in the person's title who will be executing the certificate in the first paragraph
(note the person who signs this exhibit cannot be the same person as the executing official(s) for all other documents) 2)
Please fill in the date that the governing body met in Line 1; 3) In the middle set of boxes. please print the name of the
executing official(s) in the far left box, print their title(s) in the middle box and have the executing official(s) sign the line in the
far right hand box: 4) Include in your return package a copy of the board minutes or resolution for our files: and 5) The exhibit
should be executed by someone other than the executing official(s) named in the center box.
• Payment of Proceeds Instructions - Exhibit 4. Intentionally Omitted.
Acceptance Certificate - Exhibit 5 Intentionally Omitted.
• Bank Qualification and Arbitrage Rebate - Exhibit 6.
Insurance Authorization and Verification - To be filled out by the Lessee and sent to your insurance carrier. A valid
insurance certificate. or self-insurance letter if the Lessee self -insures. is required prior to funding
• Notification of Tax Treatment
Form 8038-G - Blank form provided to Lessee Please consult your local legal/bond counsel to fill out.
Vehicle Titling Memo
Escrow Agreement - This document needs to be executed by the Executing Official defined in the Lessee's Certificate -
Exhibit 3
Investment Direction Letter - Exhibit 1. This document needs to be executed by the Executing Official
Schedule of Fees - Exhibit 2.
Requisition Request - Exhibit 3. This document should be retained by Lessee and utilized to request
disbursements from the escrow account Please make copies and fill out as many as are needed.
Final Acceptance Certificate - Exhibit 4. This document should be retained by Lessee and provided to Lessor
once all the proceeds have been disbursed from the escrow account.
Class Action Negative Consent Letter - Exhibit 6.
IRS Form W-9. This document should be retained by Lessee and submitted with the Requisition Request(s) for each
vendor being paid. Please make copies and fill out as many as are needed
ADDENDUM (SOFTWARE)
Master Tax -Exempt Lease/Purchase Agreement
THIS ADDENDUM. which is entered into as of October 15. 2015 between U.S. Bancorp Government Leasing and Finance, Inc (Lessor')
and City of Pearland (Lessee"), is intended to modify and supplement the Property Schedule No. 2 (the "Property Schedule"), pursuant to
Master Tax -Exempt Lease/Purchase Agreement, dated as of November 22. 2013. between Lessor and Lessee (the "Master Agreement").
Capitalized terms not otherwise defined herein shall have the meanings set forth in the Master Agreement.
With respect to the Property under the Property Schedule that is identified as software licenses and related services. the following
provisions shall be applicable to such software licenses.
1. This Addendum concerns the license to be granted to Lessee by a third -party software licensor (-Licensor) identified on
the Property Schedule of certain software (the 'Licensed Software) and the provision by Licensor or others of certain services in
connection with the Licensed Software, including but not limited to training. installation. maintenance, custom programming. technical
consulting and support services (Services"). all as further described in the software license agreement identified on the Property Schedule
(`License Agreement') Licensed Software fees and related Services fees (if any) in the amounts set forth on the Property Schedule
('Fees") are owed by Lessee to Licensor pursuant to the License Agreement Lessee and Lessor have agreed that instead of Lessee
paying the Fees to Licensor, Lessor will satisfy Lessee's obligation to pay the Fees to Licensor and. in consideration thereof. Lessee
agrees to pay to Lessor certain installment payments, which are included in the Lease Payments set forth on the Property Schedule. The
Licensed Software and Services are collectively referred to herein as the -'Financed Items." The Property Schedule, as amended by the
Addendum, is separate from. and independent of, the License Agreement.
2 Lessee grants Lessor a security interest in Lessee's rights (including any rights as licensee) in any Licensed Software
included in any Financed Items as security for all Lessee's obligations to Lessor of every kind or nature under the Property Schedule.
References to "Property- in the Master Agreement, Property Schedule and related documents shall not be interpreted to mean that Lessor
has or asserts any ownership or other interest in Financed Items, other than the security interest granted in the Master Agreement and the
Addendum. All of Lessee's obligations under the Property Schedule with respect to Property shall extend to Financed Items. Ownership
of any Licensed Software financed by Lessor shall remain with the Licensor and Lessee's rights and obligations with respect to such
Licensed Software shall be governed by a separate license agreement between the licensor and Lessee, which shall not be affected by the
Property Schedule and Master Agreement. Any Services shall be performed by a third -party service provider unrelated to Lessor, and not
by Lessor. IN NO EVENT SHALL LESSOR HAVE ANY OBLIGATION TO PERFORM ANY SERVICES. AND ANY FAILURE OF SUCH
THIRD -PARTY SERVICE -PROVIDER TO PROVIDE ANY SERVICES FINANCED HEREUNDER SHALL NOT EXCUSE LESSEE'S
OBLIGATIONS UNDER THE PROPERTY SCHEDULE AND MASTER AGREEMENT
3. Upon payment of all amounts due under the Property Schedule in accordance with Section 11.01 of the Master
Agreement or upon the prepayment of the Property Schedule pursuant to Section 11.02 of the Master Agreement and Property Schedule.
the security interest granted in this Addendum in the Licensed Software shall terminate and any restrictions on use of the Licensed
Software under this Addendum, the Property Schedule or Master Agreement shall terminate.
4 Lessee acknowledges that Lessor did not select. develop, manufacture, distribute or license the Licensed Software.
Lessee has made the selection of such Licensed Software based upon its own skit and judgment LESSOR MAKES NO WARRANTIES
EXPRESS OR IMPLIED. AS TO THE LICENSED SOFTWARE OR SERVICES COVERED BY THE LICENSE AGREEMENT.
INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AS
TO ANY PATENT. TRADEMARK OR COPYRIGHT INFRINGEMENT LESSEE HEREBY WAIVES ANY CLAIM (INCLUDING ANY
CLAIM BASED ON STRICT OR ABSOLUTE LIABILITY IN TORT) THAT IT MAY HAVE AGAINST LESSOR FOR ANY LOSS, DAMAGE
(INCLUDING. WITHOUT LIMITATION, LOSS OF PROFITS. LOSS OF DATA OR SPECIAL. INCIDENTAL OR CONSEQUENTIAL
DAMAGES) OR EXPENSE CAUSED BY THE LICENSED SOFTWARE OR SERVICES COVERED BY THE LICENSE AGREEMENT OR
A TERMINATION OF THE LICENSED SOFTWARE PURSUANT TO AN EVENT OF DEFAULT BY LESSEE AND THE EXERCISE OF
REMEDIES BY LESSOR, EVEN IF LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, LOSS. EXPENSE OR
COST.
5. The following shall consist of an Event of Default as defined in Section 13.01 of the Master Agreement (f) failure on the
part of Lessee to promptly perform in complete accordance with its representations, warranties and covenants made in the License
Agreement; (g) a default by Lessee under the provisions of the License Agreement; or (h) any termination of the License Agreement
6. The following shall consist of additional remedies under Section 13 02 of the Master Agreement (e) Lessor shall have
the right to require Lessee to immediately cease any and all use of the Licensed Software regardless of whether Lessee is in default of its
obligations under the License Agreement and Lessee shall, at Lessor's option. either (i) deliver to Lessor certification executed by a duly
authorized officer of Lessee certifying that Lessee has ceased its use of the Licensed Software and Services, or (ii) assemble the Licensed
Software and make it available to Lessor at a place designated by Lessor; in the event Lessee is entitled to transfer the right to use the
Licensed Software to any third party, Lessee hereby agrees to transfer any such right to use the Licensed Software to any third party
selected by Lessor and acknowledges that Lessee shall have no right to fees payable by any third party in connection with such transfer; (f)
Lessor shall have reasonable access to property of Lessee with which the Licensed Software was used to assure compliance with item (e),
above; (g) Lessor shall have the right to cause the termination of all licenses for the Licensed Software and/or support or other services
provided under or in conjunction with the Licensed Software. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, LESSEE
IRREVOCABLY CONSENTS TO A TERMINATION BY LICENSOR OF ANY SERVICES AND OF ANY LICENSE FOR THE LICENSED
SOFTWARE AND IRREVOCABLY WAIVES ANY CLAIM IT MAY HAVE AGAINST LESSOR OR LICENSOR WITH RESPECT
THERETO.
7. To induce Lessor to satisfy Lessee's obligations, Lessee represents and warrants that (i) the Licensed Software has
been delivered and accepted by Lessee and any and all Services have been fully and satisfactorily performed by Licensor; (ii) any and all
conditions to the effectiveness of the Property Schedule or to Lessee's obligations under the Property Schedule have been satisfied, and
that Lessee has no defenses, set offs or counterclaims to any such obligations, and that the Property Schedule is in full force and effect;
and (iii) Lessor is relying on these certifications and acknowledgments as a condition to making payment for the Licensed Software and/or
Services and that, upon Lessor's remitting or becoming obligated to remit such payment, Lessor will have fully and satisfactorily performed
and satisfied all its obligations under the Property Schedule with respect to said Licensed Software and/or Services.
8. To the extent the terms of this Addendum conflict with or are inconsistent with the terms of the Master Agreement or
Property Schedule, the terms of this Addendum shall control as to the Financed Items only.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Addendum to be executed in their names by their duly authorized
representatives as of the date first above written.
Lessor: U.S. Bancorp Government Leasing and
Finance, Inc.
By:
Name:
Title:
011118/4
=v
Lessee: City of Pearland
Title: OE:j /1Lti?
Y V 4 LCR. /r46.
Title: C.. 1 %k' .% CR rr Ry
Property Schedule No. 2
Master Tax -Exempt Lease/Purchase Agreement
This Property Schedule No. 2 is entered into as of the Commencement Date set forth below, pursuant to that certain Master Tax -Exempt
Lease/Purchase Agreement (the "Master Agreement"), dated as of November 22, 2013, between U.S. Bancorp Government Leasing and Finance, Inc.,
and City of Pearland.
1. Interpretation. The terms and conditions of the Master Agreement are incorporated herein by reference as if fully set forth herein. Reference is made to
the Master Agreement for all representations, covenants and warranties made by Lessee in the execution of this Property Schedule, unless specifically
set forth herein. In the event of a conflict between the provisions of the Master Agreement and the provisions of this Property Schedule, the provisions
of this Property Schedule shall control. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement.
2. Commencement Date. The Commencement Date for this Property Schedule is October 15, 2015.
3. Property Description and Payment Schedule. The Property subject to this Property Schedule is described in Exhibit 1 hereto. Lessee shall not remove
such property from the locations set forth therein without giving prior written notice to Lessor. The Lease Payment Schedule for this Property Schedule
is set forth in Exhibit 1.
4. Opinion. The Opinion of Lessee's Counsel is attached as Exhibit 2.
5. Lessees Certificate. The Lessee's Certificate is attached as Exhibit 3.
6. Proceeds. Exhibit 4 is intentionally omitted.
7. Acceptance Certificate. Exhibit 5 is intentionally omitted.
8. Additional Purchase Option Provisions. In addition to the Purchase Option provisions set forth in the Master Agreement, Lease Payments payable
under this Property Schedule shall be subject to prepayment in whole at any time by payment of the applicable Termination Amount set forth in Exhibit
1 (Payment Schedule) and payment of all accrued and unpaid interest through the date of prepayment.
9. Private Activity Issue. Lessee understands that among other things, in order to maintain the exdusion of the interest component of Lease Payments
from gross income for federal income tax purposes, it must limit and restrict the rights private businesses (including, for this purpose, the federal
govemment and its agencies and organizations described in the Code § 501(c)(3)) have to use the Property. Each of these requirements will be
applied beginning on the later of the Commencement Date or date each portion of the Property is placed in service and will continue to apply until
earlier of the end of the economic useful life of the property or the date the Agreement or any tax-exempt obligation issued to refund the Property
Schedule is retired (the "Measurement Period"). Lessee will comply with the requirements of Section 141 of the Code and the regulations thereunder
which provide restrictions on special legal rights that users other than Lessee or a state or local govemment or an agency or instrumentality of a state or
a local govemment (an "Eligible User") may have to use the Property. For this purpose, special legal rights may arise from a management or service
agreement, lease, research agreement or other arrangement providing any entity except an Eligible User the right to use the Property. Any use of the
Property by a user other than an Eligible User is referred to herein as "Non -Qualified Use". Throughout the Measurement Period, all of the Property is
expected to be owned by Lessee. Throughout the Measurement Period, Lessee will not permit the Non -Qualified Use of the Property to exceed 10%.
10. Bank Qualification and Arbitrage Rebate. Attached as Exhibit 6.
11. Expiration. Lessor, at its sole determination, may choose not to accept this Property Schedule if the fully executed, original Master Agreement
(including this Property Schedule and all ancillary documents) is not received by Lessor at its place of business by October 30, 2015.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Property Schedule to be executed in their names by their duly authorized representatives as
of the Commencement Date above.
Lessor: U.S. Bancorp Government Leasing and Finance, Inc.
By:
Name:
Title:
Lessee: City • - •arta
By: /
Name: U "3
76411.Ivt9 /Y
Title: (jfibll
Al aiiS 4 a
Na
6
Title: C Se-cRerdee7
EXHIBIT 1
Property Description and Payment Schedule
Re Property Schedule No. 2 to Master Tax -Exempt Lease/Purchase Agreement between U.S. Bancorp
Government Leasing and Finance. Inc and City of Pearland.
THE PROPERTY IS AS FOLLOWS: The Property as more fully described in Exhibit A incorporated herein by reference
and attached hereto. It includes all replacements, parts. repairs, additions, accessions and accessories incorporated
therein or affixed or attached thereto and any and all proceeds of the foregoing, including, without limitation. insurance
recoveries.
PROPERTY LOCATION:
ERP Software: 2559 Hillhouse Raod, Pearland, TX 77581
Vacuum Truck: 3501 East Orange, Pearland, TX 77581
Address
City. State Zip Code
USE: 348 Vacuum Truck / ERP System - This use is essential to the proper. efficient and economic functioning of
Lessee or to the services that Lessee provides; and Lessee has immediate need for and expects to make immediate use
of substantially all of the Property. which need is not temporary or expected to diminish in the foreseeable future.
Lease Payment Schedule
Total Principal Amount: $1,223,293.00
Payment No.
Due Date
Lease
Payment
Principal
Portion
Interest
Portion
Termination Amount
(After Making Payment for
said Due Date)
1
1/1/2016
127,529.60
123,068.46
4,461.14
1.100,224.54
2
7/1/2016
127, 529.60
118,127.89
9,401.71
982.096.65
3
1/1/2017
127,529.60
119,137.32
8,392.28
862.959.33
4
7/1/2017
127,529.60
120,155.38
7,374.22
742.803.95
5
1/1/2018
127,529.60
121,182.14
6,347.46
621.621.81
6
7/1/2018
127,529.60
122,217.68
5,311.92
499.404.13
7
1/1/2019
127,529.60
123,262.06
4,267.54
376,142.07
8
7/1/2019
127,529.60
124,315.37
3,214.23
251,826.70
9
1/1/2020
127, 529.60
125.377.67
2,151.93
126,449.03
10
7/1/2020
127, 529.60
126,449.03
1, 080.57
0.00
TOTALS
1,275,296.00
1,223,293.00
52,003.00
Interest Rate. 1.703%
Lessee: City of Pearland
/ )�
A n
EXHIBIT AI
[Property Description]
Sewer Vacuum Truck
Enterprise Resource Management System (Financial/Community Development Software and hardware)
(VIN #'s To Be Determined)
RESPONSIVE RESULTS -ORIENTED TRUST -BUILDERS ACCOUNTABLE
October 15, 2015
City Attorney's Office
3519 Liberty Drive
Pearland, Texas 77581
Tel: 281.652.1664
Fax: 281.652.1679
pearlandtx.gov
U.S. Bancorp Government Leasing and Finance, Inc.
13010 SW 68th Parkway. Suite 100
Portland. OR 97223
DARRIN M. COKER
CITY ATTORNEY
TELEPHONE 281.652.1678
JENIFER SMITH
LEGAL SECRETARY
TELEPHONE 281.652 1664
RE: Property Schedule No. 2 to Master Tax -Exempt Lease/Purchase Agreement between U.S.
Bancorp Government Leasing and Finance, Inc. and City of Pearland.
Ladies and Gentlemen:
We have acted as special counsel to City of Pearland ("Lessee"), in connection with the
Master Tax -Exempt Lease/Purchase Agreement, dated as of November 22, 2013 (the "Master
Agreement"), between City of Pearland, as lessee, and U.S Bancorp Government Leasing and
Finance. Inc. as lessor ("Lessor"), and the execution of Property Schedule No. 2 (the "Property
Schedule") pursuant to the Master Agreement. We have examined the law and such certified
proceedings and other papers as we deem necessary to render this opinion.
All capitalized terms not otherwise defined herein shall have the meanings provided in the
Master Agreement and Property Schedule.
As to questions of fact material to our opinion, we have relied upon the representations of
Lessee in the Master Agreement and the Property Schedule and in the certified proceedings and
other certifications of public officials furnished to us without undertaking to verify the same by
independent investigation.
Based upon the foregoing, we are of the opinion that, under existing law:
1. Lessee is a public body corporate and politic, duly organized and existing under the
laws of the State, and has a substantial amount of one or more of the following sovereign powers.
(a) the power to tax. (b) the power of eminent domain, and (c) the police power.
2. Lessee has all requisite power and authority to enter into the Master Agreement and
the Property Schedule and to perform its obligations thereunder.
3. The execution, delivery and performance of the Master Agreement and the Property
Schedule by Lessee has been duly authorized by all necessary action on the part of Lessee.
4. All proceedings of Lessee and its governing body relating to the authorization and
approval of the Master Agreement and the Property Schedule. the execution thereof and the
transactions contemplated thereby have been conducted in accordance with all applicable open
meeting laws and all other applicable state and federal laws.
5. Lessee has acquired or has arranged for the acquisition of the Property subject to
the Property Schedule, and has entered into the Master Agreement and the Property Schedule, in
compliance with all applicable public bidding laws.
6. Lessee has obtained all consents and approvals of other governmental authorities or
agencies which may be required for the execution, delivery and performance by Lessee of the Master
Agreement and the Property Schedule.
7. The Master Agreement and the Property Schedule have been duly executed and
delivered by Lessee and constitute legal, valid and binding obligations of Lessee. enforceable against
Lessee in accordance with the terms thereof, except insofar as the enforcement thereof may be
limited by any applicable bankruptcy. insolvency. moratorium. reorganization or other laws of
equitable principles of general application, or of application to municipalities or political subdivisions
such as the Lessee, affecting remedies or creditors' rights generally, and to the exercise of judicial
discretion in appropriate cases.
8. As of the date hereof. based on such inquiry and investigation as we have deemed
sufficient, no litigation is pending, (or, to our knowledge, threatened) against Lessee in any court (a)
seeking to restrain or enjoin the delivery of the Master Agreement or the Property Schedule or of other
agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the
Master Agreement or the Property Schedule. or the validity of the Master Agreement or the Property
Schedule, or the payment of principal of or interest on, the Property Schedule; (c) questioning the
constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master
Agreement and the Property Schedule; or (d) affecting the provisions made for the payment of or
security for the Master Agreement and the Property Schedule.
This opinion may be relied upon by Lessor, its successors and assigns, and any other legal
counsel who provides an opinion with respect to the Property Schedule.
Sincerely,
Darrin M. Coker
City Attorney
EXHIBIT 3
Lessee's Certificate
Re: Property Schedule No. 2 to Master Tax -Exempt Lease/Purchase Agreement between U.S. Bancorp
Government Leasing and Finance, Inc. and City of Pearland.
The undersigned, being the duly elected, qualified and acting _Director of Finance of the City of Pearland ("Lessee")
do hereby certify, as of October 15, 2015, as follows:
1. Lessee did, at a meeting of the governing body of the Lessee held 9/21/2015 by resolution or
ordinance duly enacted, in accordance with all requirements of law, approve and authorize the execution and delivery of
the above -referenced Property Schedule (the "Property Schedule") and the Master Tax -Exempt Lease/Purchase
Agreement (the "Master Agreement") by the following named representative of Lessee, to wit:
NAME
OF EXECUTING OFFICIAL
TITLE
OF EXECUTING OFFICIAL
SIGNATURE
90TI a, OFFICIAL
Clay Pearson
City Manager
1-./ e,/
And/ Or
2. The above-named representative of the Lessee held at the time of such authorization and holds at the
present time the office set forth above.
3. The meeting(s) of the governing body of the Lessee at which the Master Agreement and the Property
Schedule were approved and authorized to be executed was duly called, regularly convened and attended throughout by
the requisite quorum of the members thereof, and the enactment approving the Master Agreement and the Property
Schedule and authorizing the execution thereof has not been altered or rescinded. All meetings of the governing body of
Lessee relating to the authorization and delivery of Master Agreement and the Property Schedule have been: (a) held
within the geographic boundaries of the Lessee; (b) open to the public, allowing all people to attend: (c) conducted in
accordance with internal procedures of the governing body; and (d) conducted in accordance with the charter of the
Lessee. if any, and the laws of the State.
4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would
constitute. an Event of Default or a Nonappropriation Event (as such terms are defined in the Master Agreement) exists at
the date hereof with respect to this Property Schedule or any other Property Schedules under the Master Agreement.
5. The acquisition of all of the Property under the Property Schedule has been duly authorized by the
governing body of Lessee.
6. Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds
for the current budget year to make the Lease Payments scheduled to come due during the current budget year under the
Property Schedule and to meet its other obligations for the current budget year and such funds have not been expended
for other purposes.
7. As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Lessee in any
court (a) seeking to restrain or enjoin the delivery of the Master Agreement or the Property Schedule or of other
agreements similar to the Master Agreement: (b) questioning the authority of Lessee to execute the Master Agreement or
the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal of or
interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings,
authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the provisions made for the
payment of or security for the Master Agreement and the Property Schedule.
City of Pearland
By:
Title:
Director of Finance
SIGNER MUST NOT BE THE SAME AS THE EXECUTING OFFICIAL(S) SHOWN ABOVE.
EXHIBIT 4
Payment of Proceeds Instructions
Intentionally Omitted.
EXHIBIT 5
!Acceptance Certificate
Intentionally Omitted.
EXHIBIT 6
Bank Qualification And Arbitrage Rebate
U.S. Bancorp Government Leasing and Finance. Inc
13010 SW 68th Parkway, Suite 100
Portland. OR 97223
Re: Property Schedule No. 2 to Master Tax -Exempt Lease/Purchase Agreement between U.S. Bancorp
Government Leasing and Finance, Inc. and City of Pearland
PLEASE CHECK EITHER:
Bank Qualified Tax -Exempt Obligation under Section 265
Lessee hereby designates this Property Schedule as a "qualified tax-exempt obligation" as defined in Section
265(b)(3)(B) of the Code. Lessee reasonably anticipates issuing tax-exempt obligations (excluding private activity bonds
other than qualified 501(c)(3) bonds and including all tax-exempt obligations of subordinate entities of the Lessee) during the
calendar year in which the Commencement Date of this Property Schedule falls. in an amount not exceeding $10.000,000.
or
Not applicable.
Arbitrage Rebate
Eighteen Month Exception:
Pursuant to Treasury Regulations Section 1.148-7(d), the gross proceeds of this Property Schedule will be
expended for the governmental purposes for which this Property Schedule was entered into, as follows: at least 15% within
six months after the Commencement Date. at least 60% within 12 months after the Commencement Date. and 100% within
18 months after the Commencement Date If Lessee is unable to comply with Section 1.148-7(d) of the Treasury
Regulations. Lessee shall compute rebatable arbitrage on this Agreement and pay rebatable arbitrage to the United States
at least once every five years. and within 60 days after payment of the final Lease Payment due under this Agreement.
met.
Consult tax counsel if there is any chance that the Eighteen Month Exception will not be
Lessee: City of Pearland
SECURED PARTY:
DEBTOR:
Language for UCC Financing Statements
Property Schedule No. 2
U.S. Bancorp Government Leasing and Finance. Inc.
City of Pearland
This financing statement covers all of Debtor's right, title and interest, whether now owned or hereafter acquired, in and to
the equipment leased to Debtor under Property Schedule No. 2 dated October 15. 2015 to that certain Master Tax -
Exempt Lease Purchase Agreement dated as of November 22, 2013, in each case between Debtor, as Lessee, and
Secured Party, as Lessor, together with all accessions, substitutions and replacements thereto and therefore, and
proceeds (cash and non-cash), including. without limitation, insurance proceeds. thereof, including without limiting, all
equipment described on Exhibit A attached hereto and made a part hereof.
Debtor has no right to dispose of the equipment.
INSURANCE AUTHORIZATION AND VERIFICATION
Date: October 15, 2015 Property Schedule No: 2
To: City of Pearland (the "Lessee")
From: U.S. Bancorp Government Leasing and Finance, Inc. (the
"Lessor")
13010 SW 68th Parkway, Suite 100
Portland, OR 97223
Attn: Rosie So
TO THE LESSEE: In connection with the above -referenced Property Schedule. Lessor requires proof in the form of this
document, executed by both Lessee* and Lessee's agent. that Lessee's insurable interest in the financed property (the "Property")
meets Lessor's requirements as follows, with coverage including. but not limited to, fire. extended coverage, vandalism, and theft.
Lessor, AND ITS SUCCESSORS AND ASSIGNS, shall be covered as both ADDITIONAL INSURED and LENDER'S
LOSS PAYEE with regard to all equipment financed or leased by policy holder through or from Lessor. All such
insurance shall contain a provision to the effect that such insurance shall not be canceled or modified without first
giving written notice thereof to Lessor and Lessee at least thirty (30) days in advance of such cancellation or
modification.
Lessee must carry GENERAL LIABILITY (and/or, for vehicles, Automobile Liability) in the amount of no less than
$1,000,000.00 (one million dollars).
Lessee must carry PROPERTY Insurance (or, for vehicles, Physical Damage Insurance) in an amount no less than the
'Insurable Value' $1,223,293.00, with deductibles no more than $10,000.00.
*Lessee: Please execute this form and return with your document package. Lessor will fax this form to your insurance agency for
endorsement In lieu of agent endorsement. Lessee's agency may submit insurance certificates demonstrating compliance with all
requirements If fully executed form (or Lessee -executed form plus certificates) is not provided within 15 days, we have the right to
purchase such insurance at your expense. Should you have any questions, please contact Rosie So at 303-585-4078
By signing, Lessee authorizes the Agent named below: 1) to complete and return this form as indicated; and 2) to endorse the
policy and subsequent renewals to reflect the required coverage as outlined above.
Agency/Agent
Address
Phone/Fax
Email.
Lessee: C' P rl d
By:
�---
Name:
ay P 644560
Title:
A t.4 J M
C.14
(lack
TO THE AGENT: In lieu of providing a certificate, please execute this form in the space below and promptly fax it to
Lessor at 303-585-4732. This fully endorsed form shall serve as proof that Lessee's insurance meets the above
requirements.
Agent hereby verifies that the above requirements have been met in regard to the Property listed below.
Print Name of Agency X
By: X
(Agent's Signature)
Print Name X
Insurable Value: $1 223,293.00
ATTACHED: PROPERTY DESCRIPTION FOR PROPERTY SCHEDULE NO.: 2
Date X
Notification of Tax Treatment to Tax -Exempt Lease/Purchase Agreement
This Notification of Tax Treatment is pursuant to the Master Tax -Exempt Lease/Purchase Agreement dated as of
November 22, 2013 and the related Property Schedule No. 2 dated October 15, 2015, between Lessor and Lessee
(the "Agreement").
Lessee agrees that this Property Schedule SHOULD be subject to sales/use taxes
Lessee agrees that this Property Schedule should NOT be subject to sales/use taxes and Lessee has
included our tax -exemption certificate with this document package
X Lessee agrees that this Property Schedule should NOT be subject to sales/use taxes and no tax -
exemption certificate is issued to us by the State
Lessee agrees that this Property Schedule is a taxable transaction and subject to any/all taxes
Lessee agrees that this Property Schedule is subject to sales/use taxes and will pay those taxes
directly to the State or Vendor
IN WITNESS WHEREOF Lessee has caused this Notification of Tax Treatment to be executed by their duly authorized
representative.
Lessee: City of Pearland
Form 80384
(Rev. September 2011)
Department of the Treasury
Internal Revenue Service
Information Return for Tax -Exempt Governmental Obligations
O. Under Internal Revenue Code section 149(e)
► See separate instructions.
Caution: If the issue price is under $100,000, use Form 8038 -GC.
OMB No. 1545-0720
Part I
Reporting Authority
If Amended Return, check here ► ❑
1 Issuer's name
City of Pearland, TX
2 Issuer's employer identification number (EIN)
74 6028909
3a Name of person (other than issuer) with whom the IRS may communcate about this return (see instructions)
3b Telephone number of other person shown on 3a
4 Number and street (or P.O. box if marls not delivered to street address)
3519 Liberty Drive
Room/suite
5 Report number (For IRS Use Only)
1 3 1
I
6 City. town. or post office. state, and ZIP code
Pearland, TX 77581
7 Date of issue
10/15/2015
8 Name of issue
Municipal Lease Agreement
9 CUSIP number
n/a
14
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see
instructions)
Claire Bogard, Director of Finance
10b Telephone number of officer or other
employee shown on 10a
281-652-1671
15 Environment (including sewage bonds)
Part II
Type of Issue (enter the issue price). See the instructions and attach schedule.
11 Education
11
12 Health and hospital
12
13 Transportation
13
14 Public safety
14
15 Environment (including sewage bonds)
15
16 Housing
16
17 Utilities
17
18
Other. Describe ► ERP Software and Vacuum Truck
18
1,223,293.00
19
If obligations are TANs or RANs, check only box 19a ► ■
If obligations are BANs, check only box 19b P. ■
20 If obligations are in the form of a lease or installment sale, check box ► ■
Part III Description of Obligations. Complete for the entire issue for which this form is being filed.
(a) Final maturity date
(b) Issue price
(c) Stated redemption
pnce at maturity
(d) Weighted
average maturity
(e) Yield
21
7/01/2020
$ 1,223,293.00
$
7 years
1.70
Part IV
Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Proceeds used for accrued interest
23 Issue price of entire issue (enter amount from line 21, column (b))
24 Proceeds used for bond issuance costs (including underwriters' discount)
25 Proceeds used for credit enhancement
26 Proceeds allocated to reasonably required reserve or replacement fund
27 Proceeds used to currently refund prior issues
28 Proceeds used to advance refund prior issues
29
30
24
25
22
23 1,223,293 '0
26
27
28
Total (add lines 24 through 28)
Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)
29
30 1,223,293.1 0
Part V
Description of Refunded Bonds. Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . ► N/A years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . ► N/A years
33 Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) ► N/A
34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY)
For Paperwork Reduction Act Notice, see separate instructions. Cat. No 63773S Form 8038-G (Rev 9-2011)
Form 8038-G (Rev. 9-2011)
Page 2
Part VI
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . .
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC) (see instructions)
b Enter the final maturity date of the GIC ►
c Enter the name of the GIC provider
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other govemmental units
38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the following information:
b Enter the date of the master pool obligation ►
c Enter the EIN of the issuer of the master pool obligation O.
d Enter the name of the issuer of the master pool obligation ►
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box
41a If the issuer has identified a hedge, check here ► ❑ and enter the following information:
b Name of hedge provider ►
c Type of hedge ►
d Term of hedge ►
42 If the issuer has superintegrated the hedge, check box ► ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations (see instructions), check box ► ❑
44 If the issuer has established written procedures to monitor the requirements of section 1,48, check box ► ❑
45a If some portion of the proceeds was used to reimburse expenditures, check here ► far and enter the amount
of reimbursement ► $609.145.00
b Enter the date the official intent was adopted ►
35
36a
37
► ❑
► ❑
1/12/2015
Signature
and
Consent
Paid
Preparer
Use Only
Under penalties of perjury, I declare that I have examined this retum and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosu f the issuer's r turn informatiop, as necessary to
process th return,, to the person that I have authorized above. I (1 I% �},�( re
(' U fact yr nhLe
Signature of issuer's authorized representative
Print/Type preparer's name
Date
Preparer's signature
Type or print name and title
Date
Check ❑ if
self-employed
PTIN
Firm's name ► Firm's EIN ►
Firm's address ► Phone no.
Form 8038-G (Rev. 9-2011)
Instructions for Form
8038-G
(Rev. September 2011)
Information Return for Tax -Exempt Governmental Obligations
Department of the Treasury
Internal Revenue Service
Section references are to the Internal
Revenue Code unless otherwise noted.
General Instructions
Purpose of Form
Form 8038-G is used by issuers of
tax-exempt governmental obligations to
provide the IRS with the information
required by section 149(e) and to monitor
the requirements of sections 141 through
150.
Who Must File
IF the issue price THEN, for tax-exempt
(line 21, column (b)) governmental
is... obligations issued
after December 31,
1986, issuers must
file...
S100.000 or more A separate Form
8038-G for each issue
Less than S100,000
Form 8038 -GC,
Information Return for
Small Tax -Exempt
Governmental Bond
Issues, Leases, and
Installment Sales
A
CAU T row
For all build America bonds and
recovery zone economic
development bonds use Form
8038-B, Information Return for Build
America Bonds and Recovery Zone
Economic Development Bonds. For tax
credit bonds and specified tax credit
bonds use Form 8038 -TC, Information
Return for Tax Credit Bonds and
Specified Tax Credit Bonds.
When To File
File Form 8038-G on or before the 15th
day of the 2nd calendar month after the
close of the calendar quarter in which the
bond is issued. Form 8038-0 may not be
filed before the issue date and must be
completed based on the facts as of the
issue date.
Late filing. An issuer may be granted an
extension of time to file Form 8038-G
under Section 3 of Rev. Proc. 2002-48,
2002-37 I.R.B. 531, if it is determined that
the failure to file timely is not due to willful
neglect. Type or print at the top of the
form "Request for Relief under section 3
of Rev. Proc. 2002-48" and attach a letter
explaining why Form 8038-G was not
submitted to the IRS on time. Also
indicate whether the bond issue in
question is under examination by the IRS.
Do not submit copies of the trust
indenture or other bond documents. See
Where To File next.
Where To File
File Form 8038-G, and any attachments,
with the Department of the Treasury,
Internal Revenue Service Center. Ogden.
UT 84201.
Private delivery services. You can use
certain private delivery services
designated by the IRS to meet the "timely
mailing as timely filing/paying" rule for tax
returns and payments. These private
delivery services include only the
following:
• DHL Express (DHL): DHL Same Day
Service.
• Federal Express (FedEx): FedEx
Priority Overnight. FedEx Standard
Overnight, FedEx 2Day, FedEx
International Priority. and FedEx
International First.
• United Parcel Service (UPS): UPS Next
Day Air, UPS Next Day Air Saver, UPS
2nd Day Air, UPS 2nd Day Air A.M., UPS
Worldwide Express Plus, and UPS
Worldwide Express.
The private delivery service can tell
you how to get written proof of the mailing
date.
Other Forms That May Be
Required
For rebating arbitrage (or paying a
penalty in lieu of arbitrage rebate) to the
Federal government. use Form 8038-T,
Arbitrage Rebate, Yield Reduction and
Penalty in Lieu of Arbitrage Rebate.
For private activity bonds, use Form
8038, Information Return for Tax -Exempt
Private Activity Bond Issues.
For build America bonds (Direct Pay),
build America bonds (Tax Credit). and
recovery zone economic development
bonds, complete Form 8038-B,
Information Return for Build America
Bonds and Recovery Zone Economic
Development Bonds.
For qualified forestry conservation
bonds, new clean renewable energy
bonds, qualified energy conservation
bonds, qualified zone academy bonds,
qualified school construction bonds, clean
renewable energy bonds. Midwestern tax
credit bonds, and all other qualified tax
credit bonds (except build America
bonds), file Form 8038 -TC. Information
Return for Tax Credit Bonds and
Specified Tax Credit Bonds.
Sep 20, 2011 Cat. No. 63774D
Rounding to Whole Dollars
You may show amounts on this return as
whole dollars. To do so, drop amounts
less than 50 cents and increase amounts
from 50 cents through 99 cents to the
next higher dollar.
Questions on Filing Form
8038-G
For specific questions on how to file Form
8038-G send an email to the IRS at
TaxExemptBondQuestions@irs.gov
and put "Form 8038-G Question" in the
subject line. In the email include a
description of your question, a return
email address, the name of a contact
person, and a telephone number.
Definitions
Tax-exempt obligation. This is any
obligation. including a bond, installment
purchase agreement, or financial lease.
on which the interest is excluded from
income under section 103.
Tax-exempt governmental obligation.
A tax-exempt obligation that is not a
private activity bond (see below) is a
tax-exempt governmental obligation. This
includes a bond issued by a qualified
volunteer fire department under section
150(e).
Private activity bond. This includes an
obligation issued as part of an issue in
which:
• More than 10% of the proceeds are to
be used for any private activity business
use, and
• More than 10% of the payment of
principal or interest of the issue is either
(a) secured by an interest in property to
be used for a private business use (or
payments for such property) or (b) to be
derived from payments for property (or
borrowed money) used for a private
business use.
It also includes a bond. the proceeds
of which (a) are to be used directly or
indirectly to make or finance loans (other
than loans described in section 141(c)(2))
to persons other than governmental units
and (b) exceeds the lesser of 5% of the
proceeds or $5 million.
Issue price. The issue price of
obligations is generally determined under
Regulations section 1.148-1(b). Thus,
when issued for cash, the issue price is
the first price at which a substantial
amount of the obligations are sold to the
public. To determine the issue price of an
obligation issued for property, see
sections 1273 and 1274 and the related
regulations.
Issue. Generally, obligations are treated
as part of the same issue if they are
issued by the same issuer, on the same
date, and in a single transaction, or a
series of related transactions. However,
obligations issued during the same
calendar year (a) under a loan agreement
under which amounts are to be advanced
periodically (a "draw -down loan") or (b)
with a term not exceeding 270 days, may
be treated as part of the same issue if the
obligations are equally and ratably
secured under a single indenture or loan
agreement and are issued under a
common financing arrangement (for
example, under the same official
statement periodically updated to reflect
changing factual circumstances). Also, for
obligations issued under a draw -down
loan that meet the requirements of the
preceding sentence, obligations issued
during different calendar years may be
treated as part of the same issue if all of
the amounts to be advanced under the
draw -down loan are reasonably expected
to be advanced within 3 years of the date
of issue of the first obligation. Likewise,
obligations (other than private activity
bonds) issued under a single agreement
that is in the form of a lease or installment
sale may be treated as part of the same
issue if all of the property covered by that
agreement is reasonably expected to be
delivered within 3 years of the date of
issue of the first obligation.
Arbitrage rebate. Generally, interest on
a state or local bond is not tax-exempt
unless the issuer of the bond rebates to
the United States arbitrage profits earned
from investing proceeds of the bond in
higher yielding nonpurpose investments.
See section 148(f).
Construction issue. This is an issue of
tax-exempt bonds that meets both of the
following conditions:
1. At least 75°% of the available
construction proceeds are to be used for
construction expenditures with respect to
property to be owned by a governmental
unit or a section 501(c)(3) organization,
and
2. All the bonds that are part of the
issue are qualified 501(c)(3) bonds,
bonds that are not private activity bonds,
or private activity bonds issued to finance
property to be owned by a governmental
unit or a section 501(c)(3) organization.
In lieu of rebating any arbitrage that
may be owed to the United States, the
issuer of a construction issue may make
an irrevocable election to pay a penalty.
The penalty is equal to 11/2% of the
amount of construction proceeds that do
not meet certain spending requirements.
See section 148(f)(4)(C) and the
Instructions for Form 8038-T.
Specific Instructions
Part I—Reporting Authority
Amended return. An issuer may file an
amended return to change or add to the
information reported on a previously filed
return for the same date of issue. If you
are filing to correct errors or change a
previously filed return, check the
Amended Return box in the heading of
the form.
The amended return must provide all
the information reported on the original
return, in addition to the new or corrected
information. Attach an explanation of the
reason for the amended return and write
across the top, "Amended Return
Explanation." Failure to attach an
explanation may result in a delay in
processing the form.
Line 1. The issuer's name is the name of
the entity issuing the obligations, not the
name of the entity receiving the benefit of
the financing. For a lease or installment
sale, the issuer is the lessee or the
purchaser.
Line 2. An issuer that does not have an
employer identification number (EIN)
should apply for one on Form SS -4,
Application for Employer Identification
Number. You can get this form on the IRS
website at IRS.gov or by calling
1 -800 -TAX -FORM (1-800-829-3676). You
may receive an EIN by telephone by
following the instructions for Form SS -4.
Line 3a. If the issuer wishes to authorize
a person other than an officer or other
employee of the issuer (including a legal
representative or paid preparer) to
communicate with the IRS and whom the
IRS may contact about this return
(including in writing or by telephone),
enter the name of such person here. The
person listed in line 3a must be an
individual. Do not enter the name and title
of an officer or other employee of the
issuer here (use line 10a for that
purpose).
Note. By authorizing a person other than
an authorized officer or other employee of
the issuer to communicate with the IRS
and whom the IRS may contact about this
return, the issuer authorizes the IRS to
communicate directly with the individual
entered on line 3a and consents to
disclose the issuer's return information to
that individual, as necessary, to process
this return.
Lines 4 and 6. If you listed an individual
on line 3a to communicate with the IRS
and whom the IRS may contact about this
return, enter the number and street (or
P.O. box if mail is not delivered to street
address), city, town, or post office, state,
and ZIP code of that person. Otherwise,
enter the issuer's number and street (or
P.O. box if mail is not delivered to street
address). city, town, or post office, state,
and ZIP code.
Note. The address entered on lines 4
and 6 is the address the IRS will use for
all written communications regarding the
processing of this return, including any
notices.
Line 5. This line is for IRS use only. Do
not make any entries in this box.
Line 7. The date of issue is generally the
date on which the issuer physically
-2-
exchanges the bonds that are part of the
issue for the underwriter's (or other
purchaser's) funds. For a lease or
installment sale, enter the date interest
starts to accrue in a MM/DD/YYYY
format.
Line 8. If there is no name of the issue,
please provide other identification of the
issue.
Line 9. Enter the CUSIP (Committee on
Uniform Securities Identification
Procedures) number of the bond with the
latest maturity. If the issue does not have
a CUSIP number, write -None."
Line 10a. Enter the name and title of the
officer or other employee of the issuer
whom the IRS may call for more
information. If the issuer wishes to
designate a person other than an officer
or other employee of the issuer (including
a legal representative or paid preparer)
whom the IRS may call for more
information about the return, enter the
name, title, and telephone number of
such person on lines 3a and 3b.
A
Complete lines 10a and 10b even
it you complete lines 3a and 3b.
Part II—Type of Issue
A
CAUTION
Elections referred to in Part 11 are
made on the original bond
documents, not on this form.
Identify the type of obligations issued
by entering the corresponding issue price
(see Issue price under Definitions earlier).
Attach a schedule listing names and EINs
of organizations that are to use proceeds
of these obligations, if different from those
of the issuer, include a brief summary of
the use and indicate whether or not such
user is a governmental or
nongovernmental entity.
Line 18. Enter a description of the issue
in the space provided.
Line 19. If the obligations are short-term
tax anticipation notes or warrants (TANS)
or short-term revenue anticipation notes
or warrants (RANs), check box 19a. If the
obligations are short-term bond
anticipation notes (BANs), issued with the
expectation that they will be refunded with
the proceeds of long-term bonds at some
future date, check box 19b. Do not check
both boxes.
Line 20. Check this box if property other
than cash is exchanged for the obligation,
for example, acquiring a police car, a fire
truck, or telephone equipment through a
series of monthly payments. (This type of
obligation is sometimes referred to as a
"municipal lease.") Also check this box if
real property is directly acquired in
exchange for an obligation to make
periodic payments of interest and
principal. Do not check this box if the
proceeds of the obligation are received in
the form of cash, even if the term "lease"
is used in the title of the issue.
Part III -Description of
Obligations
Line 21. For column (a), the final
maturity date is the last date the issuer
must redeem the entire issue.
For column (b), see Issue price under
Definitions earlier.
For column (c), the stated redemption
price at maturity of the entire issue is the
sum of the stated redemption prices at
maturity of each bond issued as part of
the issue. For a lease or installment sale,
write "N/A" in column (c).
For column (d), the weighted average
maturity is the sum of the products of the
issue price of each maturity and the
number of years to maturity (determined
separately for each maturity and by taking
into account mandatory redemptions).
divided by the issue price of the entire
issue (from line 21, column (b)). For a
lease or installment sale, enter instead
the total number of years the lease or
installment sale will be outstanding.
For column (e), the yield, as defined in
section 148(h), is the discount rate that,
when used to compute the present value
of all payments of principal and interest to
be paid on the obligation, produces an
amount equal to the purchase price.
including accrued interest. See
Regulations section 1.148-4 for specific
rules to compute the yield on an issue. If
the issue is a variable rate issue, write
"VR" as the yield of the issue. For other
than variable rate issues, carry the yield
out to four decimal places (for example.
5.3125%). If the issue is a lease or
installment sale, enter the effective rate of
interest being paid.
Part IV -Uses of Proceeds of
Bond Issue
For a lease or installment sale. write "N/A"
in the space to the right of the title for Part
IV.
Line 22. Enter the amount of proceeds
that will be used to pay interest from the
date the bonds are dated to the date of
issue.
Line 24. Enter the amount of the
proceeds that will be used to pay bond
issuance costs, including fees for trustees
and bond counsel. If no bond proceeds
will be used to pay bond issuance costs.
enter zero. Do not leave this line blank.
Line 25. Enter the amount of the
proceeds that will be used to pay fees for
credit enhancement that are taken into
account in determining the yield on the
issue for purposes of section 148(h) (for
example, bond insurance premiums and
certain fees for letters of credit).
Line 26. Enter the amount of proceeds
that will be allocated to such a fund.
Line 27. Enter the amount of the
proceeds that will be used to pay
principal, interest, or call premium on any
other issue of bonds within 90 days of the
date of issue.
Line 28. Enter the amount of the
proceeds that will be used to pay
principal, interest, or call premium on any
other issue of bonds after 90 days of the
date of issue, including proceeds that will
be used to fund an escrow account for
this purpose.
Part V -Description of
Refunded Bonds
Complete this part only if the bonds are to
be used to refund a prior issue of
tax-exempt bonds. For a lease or
installment sale, write "N/A" in the space
to the right of the title for Part V.
Lines 31 and 32. The remaining
weighted average maturity is determined
without regard to the refunding. The
weighted average maturity is determined
in the same manner as on line 21, column
(d).
Line 34. If more than a single issue of
bonds will be refunded, enter the date of
issue of each issue. Enter the date in an
MM/DD/YYYY format.
Part VI -Miscellaneous
Line 35. An allocation of volume cap is
required if the nonqualified amount for the
issue is more than S15 million but is not
more than the amount that would cause
the issue to be private activity bonds.
Line 36. If any portion of the gross
proceeds of the issue is or will be
invested in a guaranteed investment
contract (GIC), as defined in Regulations
section 1.148-1(b), enter the amount of
the gross proceeds so invested, as well
as the final maturity date of the GIC and
the name of the provider of such contract.
Line 37. Enter the amount of the
proceeds of this issue used to make a
loan to another governmental unit, the
interest of which is tax-exempt.
Line 38. If the issue is a loan of
proceeds from another tax-exempt issue,
check the box and enter the date of issue,
EIN, and name of issuer of the master
pool obligation.
Line 40. Check this box if the issue is a
construction issue and an irrevocable
election to pay a penalty in lieu of
arbitrage rebate has been made on or
before the date the bonds were issued.
The penalty is payable with a Form
8038-T for each 6 -month period after the
date the bonds are issued. Do not make
any payment of penalty in lieu of arbitrage
rebate with this form. See Rev. Proc.
92-22, 1992-1 C.B. 736 for rules
regarding the "election document."
Line 41a. Check this box if the issuer
has identified a hedge on its books and
records according to Regulations sections
1.148-4(h)(2)(viii) and 1.148-4(h)(5) that
permit an issuer of tax-exempt bonds to
identify a hedge for it to be included in
yield calculations for computing arbitrage.
Line 42. In determining if the issuer has
super -integrated a hedge, apply the rules
of Regulations section 1.148-4(h)(4). If
the hedge is super -integrated. check the
box.
Line 43. If the issuer takes a "deliberate
action" after the issue date that causes
-3-
the conditions of the private business
tests or the private loan financing test to
be met, then such issue is also an issue
of private activity bonds. Regulations
section 1.141-2(d)(3) defines a deliberate
action as any action taken by the issuer
that is within its control regardless of
whether there is intent to violate such
tests. Regulations section 1.141-12
explains the conditions to taking remedial
action that prevent an action that causes
an issue to meet the private business
tests or private loan financing test from
being treated as a deliberate action.
Check the box if the issuer has
established written procedures to ensure
timely remedial action for all nonqualified
bonds according to Regulations section
1.141-12 or other remedial actions
authorized by the Commissioner under
Regulations section 1.141-12(h).
Line 44. Check the box if the issuer has
established written procedures to monitor
compliance with the arbitrage, yield
restriction, and rebate requirements of
section 148.
Line 45a. Check the box if some part of
the proceeds was used to reimburse
expenditures. Figure and then enter the
amount of proceeds that are used to
reimburse the issuer for amounts paid for
a qualified purpose prior to the issuance
of the bonds. See Regulations section
1.150-2.
Line 45b. An issuer must adopt an
official intent to reimburse itself for
preissuance expenditures within 60 days
after payment of the original expenditure
unless excepted by Regulations section
1.150-2(f). Enter the date the official
intent was adopted. See Regulations
section 1.150-2(e) for more information
about official intent.
Signature and Consent
An authorized representative of the issuer
must sign Form 8038-G and any
applicable certification. Also print the
name and title of the person signing Form
8038-G. The authorized representative of
the issuer signing this form must have the
authority to consent to the disclosure of
the issuer's return information, as
necessary to process this return, to the
person(s) that have been designated in
Form 8038-G.
Note. If the issuer in Part 1, lines 3a and
3b authorizes the IRS to communicate
(including in writing and by telephone)
with a person other than an officer or
other employee of the issuer, by signing
this form, the issuer's authorized
representative consents to the disclosure
of the issuer's return information, as
necessary to process this return, to such
person.
Paid Preparer
If an authorized officer of the issuer filled
in this return, the paid preparer's space
should remain blank. Anyone who
prepares the return but does not charge
the organization should not sign the
return. Certain others who prepare the
return should not sign. For example, a
regular, full-time employee of the issuer,
such as a clerk, secretary, etc., should
not sign.
Generally, anyone who is paid to
prepare a return must sign it and fill in the
other blanks in the Paid Preparer Use
Only area of the return.
The paid preparer must:
• Sign the return in the space provided
for the preparers signature (a facsimile
signature is acceptable).
• Enter the preparer information, and
• Give a copy of the return to the issuer.
Paperwork Reduction Act Notice. We
ask for the information on this form to
carry out the Internal Revenue laws of the
United States. You are required to give us
the information. We need it to ensure that
you are complying with these laws.
You are not required to provide the
information requested on a form that is
subject to the Paperwork Reduction Act
unless the form displays a valid OMB
control number. Books or records relating
to a form or its instructions must be
retained as long as their contents may
become material in the administration of
any Internal Revenue law. Generally, tax
returns and return information are
confidential, as required by section 6103.
The time needed to complete and file
this form varies depending on individual
circumstances. The estimated average
time is:
-4-
Learning about the law or 2 hr., 41 min.
the form
Preparing, copying, 3 hr., 3 min.
assembling, and sending
the form to the IRS
If you have comments concerning the
accuracy of these time estimates or
suggestions for making this form simpler.
we would be happy to hear from you. You
can write to the Internal Revenue Service.
Tax Products Coordinating Committee,
SE:W:CAR:MP:T:M:S, 1111 Constitution
Ave. NW, IR -6526, Washington, DC
20224. Do not send the form to this
office. Instead, see Where To File.
VEHICLE TITLING ADDENDUM
Master Tax -Exempt Lease/Purchase Agreement dated November 22. 2013 and related Property
Schedule No. 2 dated October 15. 2015, between City of Pearland as Lessee and U.S. Bancorp
Government Leasing and Finance, Inc. as Lessor.
1. Lessor and Lessee hereby agree to amend the above referenced Agreement to add additional terms
and conditions as set forth below:
Lessee agrees that it will provide to Lessor the original title
documentation to the Equipment. Lessee shall provide such title
documentation to Lessor within 15 days of Lessee's receipt of such title
documentation from the appropriate titling authority. Lessee's failure to
provide Lessor with title documentation to the Equipment in a timely
fashion shall be deemed a condition of Default as defined in the default
paragraph herein subject to remedies available to Lessor pursuant to the
remedies paragraph.
2. Location: Lessor agrees that in regard to the location of the equipment. Lessee must be responsible for
maintaining records showing the location of each piece of Leased equipment. Lessee will report this
location to Lessor upon written request by Lessor. Failure to do so shall constitute a breach of the
Agreement, which default shall be governed by the terms and conditions specified in the default and/or
remedies paragraph of the Agreement.
3. Lessee will complete the physical titling of the vehicle as required by the state of Lessee's residence
and guarantee U.S. Bancorp Government Leasing and Finance, Inc. that U.S. Bancorp Government
Leasing and Finance, Inc. will receive the original title to the leased vehicle in a timely manner. Lessee
agrees to indemnify U.S. Bancorp Government Leasing and Finance, Inc. from any damage or loss it
incurs, including legal fees, due to its failure to complete its agreement herein.
THE APPLICATION FOR TITLE MUST INCLUDE THE FOLLOWING AS 1ST LIEN HOLDER:
U.S. BANCORP GOVERNMENT LEASING AND FINANCE, INC.
1310 MADRID STREET
MARSHALL, MN 56258
By signing this Addendum, Lessee acknowledges the above changes to the Agreement and authorizes
Lessor to make such changes. In all other respects the terms and conditions of the Agreement remain in
full force and effect.
Lessor: U.S. Bancorp Government
Leasing and Finance, Inc.
By:
Name:
Title:
Date:
Lessee: City of Pearland
By: Z--------
Name:(fa l ?e,a &sad
J
Title: 6ii,..) ' Mazimig
Date: al • 12 . IS
ESCROW AGREEMENT
THIS ESCROW AGREEMENT ("Escrow Agreement') is made as of October 15, 2015 by and among
U.S. Bancorp Government Leasing and Finance, Inc. ("Lessor'), City of Pearland ("Lessee') and U.S.
BANK NATIONAL ASSOCIATION, as escrow agent ("Escrow Agent').
Lessor and Lessee have heretofore entered into that certain Master Tax -Exempt Lease/Purchase
Agreement dated as of November 22, 2013 (the "Master Agreement') and a Property Schedule No. 2
thereto dated October 15, 2015 (the "Schedule"and, together with the terms and conditions of the Master
Agreement incorporated therein, the "Agreement'). The Schedule contemplates that certain personal
property described therein (the "Equipment') is to be acquired from the vendor(s) or manufacturer(s)
thereof (the "Vendor'). After acceptance of the Equipment by Lessee, the Equipment is to be financed by
Lessor to Lessee pursuant to the terms of the Agreement.
The Master Agreement further contemplates that Lessor will deposit an amount equal to the
anticipated aggregate acquisition cost of the Equipment (the "Purchase Price'), being $423,293.00, with
Escrow Agent to be held in escrow and applied on the express terms set forth herein. Such deposit,
together with all interest and other additions received with respect thereto (hereinafter the "Escrow Fund')
is to be applied to pay the Vendor its invoice cost (a portion of which may, if required. be paid prior to final
acceptance of the Equipment by Lessee); and, if applicable, to reimburse Lessee for progress payments
already made by it to the Vendor of the Equipment.
The parties desire to set forth the terms on which the Escrow Fund is to be created and to
establish the rights and responsibilities of the parties hereto.
Now, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) in hand paid. and other
good and valuable consideration. the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Escrow Agent hereby agrees to serve as escrow agent upon the terms and conditions set forth
herein. The moneys and investments held in the Escrow Fund are for the benefit of Lessee and Lessor,
and such moneys, together with any income or interest earned thereon, shall be expended only as
provided in this Escrow Agreement, and shall not be subject to levy or attachment or lien by or for the
benefit of any creditor of either Lessee or Lessor. Lessor, Lessee and Escrow Agent intend that the
Escrow Fund constitute an escrow account in which Lessee has no legal or equitable right, title or interest
until satisfaction in full of all conditions contained herein for the disbursement of funds by the Escrow
Agent therefrom. However, if the parties' intention that Lessee shall have no legal or equitable right, title
or interest until all conditions for disbursement are satisfied in full is not respected in any legal
proceeding. the parties hereto intend that Lessor have a security interest in the Escrow Fund. and such
security interest is hereby granted by Lessee to secure payment of all sums due to Lessor under the
Master Agreement. For such purpose. Escrow Agent hereby agrees to act as agent for Lessor in
connection with the perfection of such security interest and agrees to note, or cause to be noted, on all
books and records relating to the Escrow Fund, the Lessor's interest therein.
2. On such day as is determined to the mutual satisfaction of the parties (the "Closing Date'),
Lessor shall deposit with Escrow Agent cash in the amount of the Purchase Price. to be held in escrow by
Escrow Agent on the express terms and conditions set forth herein.
On the Closing Date. Escrow Agent agrees to accept the deposit of the Purchase Price by
Lessor, and further agrees to hold the amount so deposited together with all interest and other additions
received with respect thereto, as the Escrow Fund hereunder, in escrow on the express terms and
conditions set forth herein.
3. Escrow Agent shall at all times segregate the Escrow Fund into an account maintained for
that express purpose. which shall be clearly identified on the books and records of Escrow Agent as
being held in its capacity as Escrow Agent. Securities and other negotiable instruments comprising the
Escrow Fund from time to time shall be held or registered in the name of Escrow Agent (or its nominee).
The Escrow Fund shall not, to the extent permitted by applicable law, be subject to levy or attachment or
lien by or for the benefit of any creditor of any of the parties hereto (except with respect to the security
interest therein held by Lessor).
4. The cash comprising the Escrow Fund from time to time shall be invested and reinvested
by Escrow Agent in one or more investments as directed by Lessee. Absent written direction from
Lessee, the cash will be invested in the U.S. Bank National Association Money Market Deposit Fund. See
Exhibit 1 Investment Direction Letter. Lessee represents and warrants to Escrow Agent and Lessor that
the investments selected by Lessee for investment of the Escrow Fund are permitted investments for
Lessee under all applicable laws. Escrow Agent will use due diligence to collect amounts payable under
a check or other instrument for the payment of money comprising the Escrow Fund and shall promptly
notify Lessee and Lessor in the event of dishonor of payment under any such check or other instruments.
Interest or other amounts earned and received by Escrow Agent with respect to the Escrow Fund shall be
deposited in and comprise a part of the Escrow Fund. Escrow Agent shall maintain accounting records
sufficient to permit calculation of the income on investments and interest earned on deposit of amounts
held in the Escrow Fund. The parties acknowledge that to the extent regulations of the Comptroller of
Currency or other applicable regulatory entity grant a right to receive brokerage confirmations of security
transactions of the escrow, the parties waive receipt of such confirmations, to the extent permitted by law.
The Escrow Agent shall furnish a statement of security transactions on its regular monthly reports.
Attached as Exhibit 6 is the Class Action Negative Consent Letter to be reviewed by Lessee.
5. Upon request by Lessee and Lessor, Escrow Agent shall send monthly statements of
account to Lessee and Lessor, which statements shall set forth all withdrawals from and interest earnings
on the Escrow Fund as well as the investments in which the Escrow Fund is invested.
6. Escrow Agent shall take the following actions with respect to the Escrow Fund:
(a) Upon Escrow Agent's acceptance of the deposit of the Purchase Price, an
amount equal to Escrow Agent's set-up fee. as set forth on Exhibit 2 hereto, shall be disbursed
from the Escrow Fund to Escrow Agent in payment of such fee.
(b) Escrow Agent shall pay costs of the Equipment upon receipt of a duly executed
Requisition Request (substantially in the format of Exhibit 3) signed by Lessor and Lessee.
Lessor's authorized signatures are provided in Exhibit 5. Lessee's authorized signatures will be
provided in Exhibit 3 of Master Lease Purchase Agreement. Escrow Agent will use best efforts to
process requests for payment within one (1) business day of receipt of requisitions received prior
to 2:00 p.m. Central Time. The final Requisition shall be accompanied by a duly executed Final
Acceptance Certificate form attached as Exhibit 4 hereto.
(c) Upon receipt by Escrow Agent of written notice from Lessor that an Event of
Default or an Event of Nonappropriation (if provided for under the Master Agreement) has
occurred under the Agreement. all funds then on deposit in the Escrow Fund shall be paid to
Lessor for application in accordance with the Master Agreement. and this Escrow Agreement
shall terminate.
(d) Upon receipt by Escrow Agent of written notice from Lessor that the purchase
price of the Equipment has been paid in full, Escrow Agent shall pay the funds then on deposit in
the Escrow Fund to Lessor to be applied first to the next Lease Payment due under the Master
Agreement, and second, to prepayment of the principal component of Lease Payments in inverse
order of maturity without premium. To the extent the Agreement is not subject to prepayment.
Lessor consents to such prepayment to the extent of such prepayment amount from the Escrow
Fund. Upon disbursement of all amounts in the Escrow Fund. this Escrow Agreement shall
terminate.
(e) This Escrow Agreement shall terminate eighteen (18) months from the date of
this Escrow Agreement. It may, however, be extended by mutual consent of Lessee and Lessor
in writing to Escrow Agent. All funds on deposit in the Escrow Fund at the time of termination
under this paragraph, unless otherwise directed by Lessee in writing (electronic means
acceptable), shall be transferred to Lessor.
7. The fees and expenses, including any legal fees, of Escrow Agent incurred in connection
herewith shall be the responsibility of Lessee. The basic fees and expenses of Escrow Agent shall be as
set forth on Exhibit 2 and Escrow Agent is hereby authorized to deduct such fees and expenses from the
Escrow Fund as and when the same are incurred without any further authorization from Lessee or
Lessor. Escrow Agent may employ legal counsel and other experts as it deems necessary for advice in
connection with its obligations hereunder. Escrow Agent waives any claim against Lessor with respect to
compensation hereunder.
8. Escrow Agent shall have no liability for acting upon any written instruction presented by Lessor in
connection with this Escrow Agreement, which Escrow Agent in good faith believes to be genuine.
Furthermore, Escrow Agent shall not be liable for any act or omission in connection with this Escrow
Agreement except for its own negligence, willful misconduct or bad faith. Escrow Agent shall not be liable
for any loss or diminution in value of the Escrow Fund as a result of the investments made by Escrow
Agent.
9. Escrow Agent may resign at any time by giving thirty (30) days' prior written notice to
Lessor and Lessee. Lessor may at any time remove Escrow Agent as Escrow Agent under this Escrow
Agreement upon written notice. Such removal or resignation shall be effective on the date set forth in the
applicable notice. Upon the effective date of resignation or removal, Escrow Agent will transfer the
Escrow Fund to the successor Escrow Agent selected by Lessor.
10. Lessee hereby represents, covenants and warrants that pursuant to Treasury Regulations
Section 1.148-7(d), the gross proceeds of the Agreement will be expended for the governmental
purposes for which the Agreement was entered into, as follows: at least 15% within six months after the
Commencement Date, such date being the date of deposit of funds into the Escrow Fund, at least 60%
within 12 months after the Commencement Date, and 100% within 18 months after the Commencement
Date. If Lessee is unable to comply with Section 1.148-7(d) of the Treasury Regulations, Lessee shall, at
its sole expense and cost, compute rebatable arbitrage on the Agreement and pay rebatable arbitrage to
the United States at least once every five years, and within 60 days after payment of the final rental or
Lease Payment due under the Agreement.
11. In the event of any disagreement between the undersigned or any of them, and/or any other
person, resulting in adverse claims and demands being made in connection with or for any moneys
involved herein or affected hereby, Escrow Agent shall be entitled at its option to refuse to comply with
any such claim or demand, so long as such disagreement shall continue, and in so refusing Escrow
Agent may refrain from making any delivery or other disposition of any moneys involved herein or
affected hereby and in so doing Escrow Agent shall not be or become liable to the undersigned or any of
them or to any person or party for its failure or refusal to comply with such conflicting or adverse
demands, and Escrow Agent shall be entitled to continue so to refrain and refuse so to act until:
(a) the rights of the adverse claimants have been finally adjudicated in a court assuming
and having jurisdiction of the parties and the moneys involved herein or affected hereby; or
(b) all differences shall have been adjusted by Master Agreement and Escrow Agent shall
have been notified thereof in writing signed by all of the persons interested.
12. All notices (excluding billings and communications in the ordinary course of business)
hereunder shall be in writing, and shall be sufficiently given and served upon the other party if delivered
(a) personally, (b) by United States registered or certified mail, return receipt requested, postage prepaid,
(c) by an overnight delivery by a service such as Federal Express or Express Mail from which written
confirmation of overnight delivery is available, or (d) by facsimile with a confirmation copy by regular
United States mail, postage prepaid, addressed to the other party at its respective address stated below
the signature of such party or at such other address as such party shall from time to time designate in
writing to the other party, and shall be effective from the date of mailing.
13. This Escrow Agreement shall inure to the benefit of and shall be binding upon the partes
hereto and their respective successors and assigns. No rights or obligations of Escrow Agent under this
Escrow Agreement may be assigned without the prior written consent of Lessor.
14. This Escrow Agreement shall be governed by and construed in accordance with the laws in
the state of the Escrow Agent's location. This Escrow Agreement constitutes the entire Agreement
between the parties hereto with respect to the subject matter hereof. and no waiver. consent. modification
or change of terms hereof shall bind any party unless in writing signed by all parties.
15. This Escrow Agreement and any written direction may be executed in two or more
counterparts, which when so executed shall constitute one and the same agreement or direction.
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly
executed as of the day and year first above set forth.
U.S. Bancorp Government Leasing and
Finance, Inc., as Lessor
By:
Name:
Title:
Address: 13010 SW 68"' Parkway. Suite 100
Portland, OR 97223
City of Pe a as rsee
By: /"/
Nam . el Tea R. so ii
TitIe: (4 IAA) a.'' A
Address: 3519 Lib y Dr.
Pea , Texas 77581
U.S. BANK NATIONAL ASSOCIATION, as Escrow
Agent
By:
Name:
Title:
Address U S Bank National Association
950 17'" Street, 12''' Floor
Denver, CO 80202
EXHIBIT 1
U.S. BANK NATIONAL ASSOCIATION
MONEY MARKET ACCOUNT AUTHORIZATION FORM
DESCRIPTION AND TERMS
The U.S. Bank Money Market account is a U.S. Bank National Association ("U.S. Bank) interest-bearing
money market deposit account designed to meet the needs of U.S. Bank's Corporate Trust Services
Escrow Group and other Corporate Trust customers of U.S. Bank. Selection of this investment includes
authorization to place funds on deposit and invest with U.S. Bank.
U.S. Bank uses the daily balance method to calculate interest on this account (actual/365 or 366). This
method applies a daily periodic rate to the principal balance in the account each day. Interest is accrued
daily and credited monthly to the account. Interest rates are determined at U.S. Bank's discretion. and
may be tiered by customer deposit amount.
The owner of the account is U.S. Bank as Agent for its trust customers. U.S. Bank's trust department
performs all account deposits and withdrawals. Deposit accounts are FDIC Insured per depositor. as
determined under FDIC Regulations. up to applicable FDIC limits.
U.S BANK. WHEN ACTING AS AN INDENTURE TRUSTEE OR IN A SIMILAR CAPACITY IS NOT
REQUIRED TO REGISTER AS A MUNICIPAL ADVISOR WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR PURPOSES OF COMPLYING WITH THE DODD-FRANK WALL STREET REFORM
& CONSUMER PROTECTION ACT. INVESTMENT ADVICE, IF NEEDED, SHOULD BE OBTAINED
FROM YOUR FINANCIAL ADVISOR
AUTOMATIC AUTHORIZATION
In the absence of specific written direction to the contrary. U.S. Bank is hereby directed to invest and
reinvest proceeds and other available moneys in the U.S. Bank Money Market Account. The U.S. Bank
Money Market Account is a permitted investment under the operative documents and this authorization is
the permanent direction for investment of the moneys until notified in writing of alternate instructions.
City of Pearland
Company Name
Trust Account Number — includes existing and
future sub -accounts unless otherwise directed
ure of A horized Directing Party
Title/Date
EXHIBIT 2
Schedule of Fees for Services as
Escrow Agent
For
City of Pearland
Equipment Lease Purchase Escrow
CTS01010A Acceptance Fee The acceptance fee includes the administrative review of WAIVED
documents. initial set-up of the account, and other reasonably required
services up to and including the closing. This is a one-time. non-refundable
fee, payable at closing.
CTS04460 Escrow Agent Annual fee for the standard escrow agent services
associated with the administration of the account Administration fees are
payable in advance.
Direct Out of Pocket Expenses Reimbursement of expenses associated
with the performance of our duties, including but not limited to publications,
legal counsel after the initial close, travel expenses and filing fees.
Extraordinary Services Extraordinary Services are duties or
responsibilities of an unusual nature, including termination, but not provided
for in the governing documents or otherwise set forth in this schedule. A
reasonable charge will be assessed based on the nature of the services and
the responsibility involved. At our option, these charges will be billed at a flat
fee or at our hourly rate then in effect.
WAIVED
At Cost
Account approval is subject to review and qualification Fees are subject to change at our
discretion and upon written notice. Fees paid in advance will not be prorated. The fees set
forth above and any subsequent modifications thereof are part of your agreement.
Finalization of the transaction constitutes agreement to the above fee schedule, including
agreement to any subsequent changes upon proper written notice. In the event your
transaction is not finalized, any related out-of-pocket expenses will be billed to you directly.
Absent your written instructions to sweep or otherwise invest, all sums in your account will
remain uninvested and no accrued interest or other compensation will be credited to the
account. Payment of fees constitutes acceptance of the terms and conditions set forth.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW
ACCOUNT:
To help the government fight the funding of terrorism and money laundering
activities, Federal law requires all financial institutions to obtain, verify and record
information that identifies each person who opens an account.
For a non -individual person such as a business entity, a charity, a Trust or other legal
entity we will ask for documentation to verify its formation and existence as a legal
entity. We may also ask to see financial statements, licenses, identification and
authorization documents from individuals claiming authority to represent the entity or
other relevant documentation.
PAYEE
AMOUNT
INVOICE No.
EQUIPMENT
EXHIBIT 3
REQUISITION REQUEST
The Escrow Agent is hereby requested to pay from the Escrow Fund established and maintained under
that certain Escrow Agreement dated as of October 15. 2015 (the "Escrow Agreement') by and among U.S.
Bancorp Government Leasing and Finance, Inc. (the "Lessor'), City of Pearland (the "Lessee'). and U.S. Bank
National Association (the "Escrow Agent'), the amount set forth below to the named payee(s). The amount
shown is due and payable under a purchase order or contract (or has been paid by and not previously reimbursed
to Lessee) with respect to equipment being financed under that certain Master Tax -Exempt Lease Purchase
Agreement dated as of November 22. 2013 (the "Master Agreement') and Property Schedule No. 2 thereto dated
October 15. 2015 (the "Schedule- and. together with the terms and conditions of the Master Agreement
incorporated therein, the "Agreement), by and between the Lessor and the Lessee. and has not formed the basis
of any prior requisition request.
Total requisition amount $
The undersigned, as Lessee under the Master Agreement, hereby certifies:
1. The items of the Equipment being acquired with the proceeds of this disbursement have been delivered and
installed at the location(s) contemplated by the Master Agreement. The Lessee has conducted such inspection
and/or testing of the Equipment being acquired with the proceeds of this disbursement as it deems necessary and
appropriate, and such Equipment has been accepted by Lessee.
2. The costs of the Equipment to be paid from the proceeds of this disbursement have been properly incurred.
are a proper charge against the Escrow Fund and have not been the basis of any previous disbursement.
3. No part of the disbursement requested hereby will be used to pay for materials not yet incorporated into the
Equipment or for services not yet performed in connection therewith.
4. The Equipment is covered by insurance in the types and amounts required by the Agreement.
5. No Event of Default or Event of Nonappropriation (if applicable). as each such term is defined in the Master
Agreement, and no event which with the giving of notice or lapse of time, or both, would become such an Event of
Default or Event of Nonappropriation has occurred and is continuing on the date hereof.
6. If Lessee paid an invoice prior to the commencement date of the Master Agreement. and is requesting
reimbursement for such payment. Lessee has satisfied the requirements for reimbursement set forth in Treas.
Reg. §1.150-2.
Request Date:
Lessor: U.S. Bancorp Government Leasing
and Finance, Inc.
By:
Name:
Title:
Lessee: City of Pearland
By:
Name:
Title:
Exhibit 4
Final Acceptance Certificate
U.S. Bancorp Government Leasing and Finance, Inc.
13010 SW 68th Parkway, Suite 100
Portland, OR 97223
Re Property Schedule No. 2 to Master Tax -Exempt Lease/Purchase Agreement between U.S. Bancorp
Government Leasing and Finance, Inc. and City of Pearland
Ladies and Gentlemen:
In accordance with the above -referenced Master Tax -Exempt Lease/Purchase Agreement (the "Master
Agreement"), the undersigned ("Lessee") hereby certifies and represents to, and agrees with, U.S. Bancorp
Government Leasing and Finance. Inc. ("Lessor"), as follows:
(1) The Property, as such terms are defined in the above -referenced Property Schedule, has been
acquired. made, delivered, installed and accepted on the date indicated below.
(2) Lessee has conducted such inspection and/or testing of the Property as it deems necessary and
appropriate and hereby acknowledges that it accepts the Property for all purposes.
(3)
No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an
Event of Default or a Nonappropriation Event (as such terms are defined in the Master Agreement)
exists at the date hereof.
Acceptance Date:
Lessee: City of Pearland
By:
Name:
Title:
Exhibit 6
Class Action Negative Consent Letter
October 15. 2015
City of Pearland
3519 Liberty Dr.
Pearland, Texas 77581
RE: USBGLF/City of Pearland - - Class Action Litigation Claims
Dear Bob Pearce:
U.S. Bank National Association ('U.S. Bank") has established its policies and procedures relative to class action litigation
claims filed on behalf of its clients' accounts. This policy may impact future claims filed by U.S. Bank on behalf of the
above -referenced account. Listed below are the policies regarding class action litigation claims:
1. U.S. Bank will file class action litigation claims, at no charge, on behalf of open, eligible agency or custody
accounts upon receipt of proper documented authorization. This notice, with your ability to opt out as further
described below, constitutes such documented authorization.
2. U.S. Bank will not file claims for agency or custody accounts that were open during the class action period but
were closed prior to receipt of any notice of the class action litigation.
3. Assuming requisite information is provided by the payor to identify the applicable account, settlement
proceeds of the class action litigation will be posted within a reasonable time following receipt of such
proceeds to the entitled accounts that are open at such time. If entitled accounts are closed prior to
distribution and receipt of settlement proceeds. they will be remitted to entitled beneficiaries or successors of
the account net of any research and filing fees. Proceeds. less any research and filing fees, will be escheated
if the entitled beneficiaries or successors of the account cannot be identified /located.
If you wish U.S. Bank to continue to file class action litigation proofs of claim on behalf of your account, you do not need to
take any further action. However, if you do not wish U.S. Bank to file class action proofs of claim on behalf of your
account. you may notify us of this election by returning this letter with your signature and date provided below within 30
days or by filing a separate authorization letter with your Account Manager by the same date.
The authorization and understanding contained in this communication constitutes an amendment of any applicable
provisions of the account document for the above -referenced account.
If you have any questions, please contact me at the below number.
Sincerely,
Leland Hansen
Vice President
303-585-4594
E No. U.S. Bank is not authorized to file class action litigation proofs of claim on behalf of the above -referenced
account(s). By making this election, I acknowledge that U.S. Bank is not responsible for forwarding notices received on
class action or litigation claims.
Authorized Signer Date
Form W-9
(Rev. December 2014)
Department of the Treasury
Internal Revenue Service
Request for Taxpayer
Identification Number and Certification
Give Form to the
requester. Do not
send to the IRS.
Print or type
See Specific Instructions on page 2. 11
1 Name (as shown on your income tax return). Name a required on this line; do not leave this line blank.
City of Pearland
2 Business name/disregarded entity name, if different from above
3 Check appropriate
IndividuaVsole
angle -member
0 L meted liability
Not•. For a single
the tax classification
1151 Other (see instructions)
box for federal tax classification; check only one of the following seven boxes:
4 Exemptions
cer❑
rest cn ionsentit
instructions
Exempt payee
Exemption
code (if any)
NW. to •rc•unu
(codes apply only to
on not ind vidua's; see
on page 3):
code (f any)
proprietor or MI C Corporation • S Corporation • Partnership • Trust/estate
P P
LLC
company. Enter the tax classification (C=C corporation, S=S corporation. P=partnership)
-member LLC that is disregarded, do not check LLC; check the appropnate box in
of the single -member owner.
► Municipality
►
from FATCA reporting
the I,ne above for
nWnain•d ouwdli Ow U.S )
5 Address (number, street, and apt. or suite no.)
3519 Liberty Drive
Requester's name and address (optional)
6 City, state, and ZIP code
Pearland, TX 77581
7 List account numbers) here (optional)
Part
I Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid
backup withholding. For individuals, this is generally your social security number (SSN). However, for a
resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other
entities, It is your employer Identification number (EIN). If you do not have a number, see How to get a
TIN on page 3.
Note. If the account is in more than one name, see the instructions for Zine 1 and the chart on page 4 for
guidelines on whose number to enter.
I Social security number
or
Employer identification number
7
4
6
0
2
8
9
0
9
Part II
Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. I am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) Indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above If you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax retum. 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 3.
Sign
Here
Signature of
U.S. person ►
General Instructions
Section references are to the Internal Revenue Code unless otherwise noted.
Future developments. Information about developments affecting Form W-9 (such
as legislation enacted after we release t) is at www.irs.gov/fw9.
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an information
retum with the IRS must obtain your correct taxpayer identification number (11N)
which may be your social security number (SSN), individual taxpayer identification
number ((TIN), adoption taxpayer identification number (ATIN), or employer
identification number (EIN), to report on an information return the amount pad to
you, or other amount reportable on an information return. Examples of information
returns include, but are not limited to, the following:
• Form 1099 -INT (interest earned or paid)
• Form 1099 -DIV (dividends, including those from stocks or mutual funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)
• Form 1099-8 (stock or mutual fund sales and certain other transactions by
brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions)
Date ► l 2 / 2 (.o I41/
• Form 1098 (home mortgage interest). 1098-E (student loan interest), 1098-T
(tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U.S. person (including a resident alien), to
provide your correct TIN.
It you do not return Form W-9 to the requester with a 7/N, you might be subject
to backup withholding. See What is backup withholding? on page 2.
By signing the filled -out form, you:
1. Certify that the TIN you are giving is correct (or you are waiting for a number
to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt payee. If
applicable, you are also certifying that as a U.S. person, your allocable share of
any partnership income from a U.S. trade or business is not subject to the
withholding tax on foreign partners' share of effectively connected ancone. and
4. Certify that FATCA code(s) entered on this form (f any) indicating that you are
exempt from the FATCA reporting, is correct. See What is FATCA reporting? on
page 2 for further information.
Cat. No. 10231X
Form W-9 (Rev. 12-2014)
Form W-9 (Rev. 12-2014)
Page 2
Note. If you are a U.S. person and a requester gives you a form other than Form
W-9 to request your TIN, you must use the requester's form if it is substantially
similar to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are considered a U.S.
person if you are:
• An individual who is a U.S. citizen or U.S. resident alien;
• A partnership, corporation, company. or association created or organized in the
United States or under the laws of the United States;
• An estate (other than a foreign estate); or
• A domestic trust (as defined in Regulations section 301.7701-7).
Special rules for partnerships. Partnerships that conduct a trade or business in
the United States are generally required to pay a withholding tax under section
1446 on any foreign partners' share of effectively connected taxable income from
such business. Further, in certain cases where a Form W-9 has not been received,
the rules under section 1446 require a partnership to presume that a partner is a
foreign person, and pay the section 1446 withholding tax. Therefore, if you are a
U.S. person that is a partner in a partnership conducting a trade or business in the
United States, provide Form W-9 to the partnership to establish your U.S. status
and avoid section 1446 withholding on your share of partnership income.
In the cases below, the following person must give Form W-9 to the partnership
for purposes of establishing its U.S. status and avoiding withholding on its
allocable share of net income from the partnership conducting a trade or business
in the United States:
• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the
disregarded entity and not the entity;
• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally,
the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and
• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a
grantor trust) and not the beneficiaries of the trust.
Foreign person. If you are a foreign person or the U.S. branch of a foreign bank
that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use
the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax
on Nonresident Aliens and Foreign Entities).
Nonresident alien who becomes a resident alien. Generally, only a nonresident
alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on
certain types of income. However, most tax treaties contain a provision known as
a "saving clause." Exceptions specified in the saving clause may permit an
exemption from tax to continue for certain types of income even after the payee
has otherwise become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception contained in the
saving clause of a tax treaty to claim an exemption from U.S. tax on certain types
of income, you must attach a statement to Form W-9 that specifies the following
five items:
1. The treaty country. Generally, this must be the same treaty under which you
claimed exemption from tax as a nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that contains the saving
clause and its exceptions.
4. The type and amount of income that qualifies for the exemption from tax.
5. Sufficient facts to justify the exemption from tax under the terms of the treaty
article.
Example. Article 20 of the U.S.-China income tax treaty allows an exemption
from tax for scholarship income received by a Chinese student temporarily present
in the United States. Under U.S. law, this student will become a resident alien for
tax purposes if his or her stay in the United States exceeds 5 calendar years.
However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30.
1984) allows the provisions of Article 20 to continue to apply even after the
Chinese student becomes a resident alien of the United States. A Chinese student
who qualifies for this exception (under paragraph 2 of the first protocol) and is
relying on this exception to claim an exemption from tax on his or her scholarship
or fellowship income would attach to Form W-9 a statement that includes the
information described above to support that exemption.
If you are a nonresident alien or a foreign entity, give the requester the
appropriate completed Form W-8 or Form 8233.
Backup Withholding
What is backup withholding? Persons making certain payments to you must
under certain conditions withhold and pay to the IRS 28% of such payments. This
is called "backup withholding." Payments that may be subject to backup
withholding include interest, tax-exempt interest, dividends, broker and barter
exchange transactions, rents, royalties, nonemployee pay, payments made in
settlement of payment card and third party network transactions, and certain
payments from fishing boat operators. Real estate transactions are not subject to
backup withholding.
You will not be subject to backup withholding on payments you receive if you
give the requester your correct TIN, make the proper certifications, and report all
your taxable interest and dividends on your tax return.
Payments you receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester,
2. You do not certify your TIN when required (see the Part II instructions on page
3 for details),
3. The IRS tells the requester that you furnished an incorrect TIN,
4. The IRS tells you that you are subject to backup withholding because you did
not report all your interest and dividends on your tax return (for reportable interest
and dividends only), or
5. You do not certify to the requester that you are not subject to backup
withholding under 4 above (for reportable interest and dividend accounts opened
after 1983 only).
Certain payees and payments are exempt from backup withholding. See Exempt
payee code on page 3 and the separate Instructions for the Requester of Form
W-9 for more information.
Also see Special rules for partnerships above.
What is FATCA reporting?
The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign
financial institution to report all United States account holders that are specified
United States persons. Certain payees are exempt from FATCA reporting. See
Exemption from FATCA reporting code on page 3 and the Instructions for the
Requester of Form W-9 for more information.
Updating Your Information
You must provide updated information to any person to whom you claimed to be
an exempt payee if you are no longer an exempt payee and anticipate receiving
reportable payments in the future from this person. For example, you may need to
provide updated information if you are a C corporation that elects to be an S
corporation, or if you no longer are tax exempt. In addition, you must furnish a new
Form W-9 if the name or TIN changes for the account; for example, if the grantor
of a grantor trust dies.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a requester. you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
Civil penalty for false information with respect to withholding. If you make a
false statement with no reasonable basis that results in no backup withholding,
you are subject to a $500 penalty.
Criminal penalty for falsifying information. Willfully falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of federal law,
the requester may be subject to civil and criminal penalties.
Specific Instructions
Line 1
You must enter one of the following on this line; do not leave this line blank. The
name should match the name on your tax return.
If this Form W-9 is for a joint account, list first, and then circle, the name of the
person or entity whose number you entered in Part I of Form W-9.
a. Individual. Generally, enter the name shown on your tax return. If you have
changed your last name without informing the Social Security Administration (SSA)
of the name change, enter your first name, the last name as shown on your social
security card, and your new last name.
Note. ITIN applicant: Enter your individual name as it was entered on your Form
W-7 application, line la. This should also be the same as the name you entered on
the Form 1040/1040A/1040EZ you filed with your application.
b. Sole proprietor or single -member LLC. Enter your individual name as
Shown on your 1040/1040N1040EZ on line 1. You may enter your business, trade.
or "doing business as" (DBA) name on line 2.
c. Partnership, LLC that is not a single -member LLC, C Corporation, or S
Corporation. Enter the entity's name as shown on the entity's tax return on line 1
and any business, trade, or DBA name on line 2.
d. Other entities. Enter your name as shown on required U.S. federal tax
documents on line 1. This name should match the name shown on the charter or
other legal document creating the entity. You may enter any business, trade, or
DBA name on line 2.
e. Disregarded entity. For U.S. federal tax purposes, an entity that is
disregarded as an entity separate from its owner is treated as a "disregarded
entity." See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on
line 1. The name of the entity entered on line 1 should never be a disregarded
entity. The name on line 1 should be the name shown on the income tax return on
which the income should be reported. For example, if a foreign LLC that is treated
as a disregarded entity for U.S. federal tax purposes has a single owner that is a
U.S. person. the U.S. owners name is required to be provided on line 1. If the
direct owner of the entity is also a disregarded entity, enter the first owner that is
not disregarded for federal tax purposes. Enter the disregarded entity's name on
line 2, "Business name/disregarded entity name." If the owner of the disregarded
entity is a foreign person, the owner must complete an appropriate Form W-8
instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.
Form W-9 (Rev. 12-2014) Page3
Line 2
If you have a business name. trade name. DBA name. or disregarded entity name.
you may enter d on line 2.
Line 3
Check the appropriate box in line 3 for the U.S. federal tax classification of the
person whose names entered on line 1. Check only one box in line 3.
Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a
partnership for U.S. federal tax purposes, check the "Limited Liability Company"
box and enter "P" in the space provided. If the LLC has filed Form 8832 or 2553 to
be taxed as a corporation, check the "Limited Liability Company" box and in the
space provided enter "C" for C corporation or "S" for S corporation. If d is a
single -member LLC that is a disregarded entity, do not check the "Limited Liability
Company" box: instead check the first box in line 3 "Individual/sole proprietor or
single -member LLC."
Line 4, Exemptions
If you are exempt from backup vnthholding and/or FATCA reporting. enter in the
appropriate space in line 4 any code(s) that may apply to you.
Exempt payee code.
• Generally. individuals (including sole proprietors) are not exempt from backup
withholding.
• Except as provided below, corporations are exempt from backup withholding
for certain payments. including interest and dividends.
• Corporations are not exempt from backup withholding for payments made in
settlement of payment card or third party network transactions.
• Corporations are not exempt from backup withholding with respect to attorneys'
fees or gross proceeds pad to attorneys. and corporations that provide medical or
health care services are not exempt with respect to payments reportable on Form
1099-MISC.
The following codes identify payees that are exempt from backup wdhholdog.
Enter the appropriate code in the space in line 4.
1 —An organizaton exempt from tax under section 501(a). any IRA. or a
custodial account under section 403(b)(7) if the account satisfies the requirements
of section 401(0(2)
2—The United States or any of as agencies or instrumentalities
3—A state, the District of Columbia. a U.S. commonwealth or possession, or
any of their political subdivisions or instrumentalities
4—A foreign government or any of its political subdivisions, agencies, or
instrumentalities
5—A corporation
6—A dealer in securities or commodities required to register in the United
States. the District of Columbia. or a U.S. commonwealth or possession
7—A futures commission merchant registered with the Commodity Futures
Trading Commission
8—A real estate investment trust
9—An entity registered at all times during the tax year under the Investment
Company Act of 1940
10—A common trust fund operated by a bank under section 584(a)
11 —A financial institution
12—A middleman known in the investment community as a nominee or
custodian
13—A trust exempt from tax under section 664 or described in section 4947
The following chart shows types of payments that may be exempt from backup
withholding. The chart applies to the exempt payees listed above. 1 through 13.
IF the payment is for ...
THEN the payment is exempt for ...
Interest and dividend payments
All exempt payees except
for 7
Broker transactions
Exempt payees 1 through 4 and 6
through 11 and all C corporations. S
corporations must not enter an exempt
payee code because they are exempt
only for sales of noncovered securities
acquired prior to 2012.
Barter exchange transactions and
patronage dividends
Exempt payees 1 through 4
Payments over $600 required to be
reported and direct sales over 55,0001
Generally. exempt payees
1 through 52
Payments made in settlement of
payment card or third party network
transactions
Exempt payees 1 through 4
'See Form 1099-MISC. Miscellaneous Income. and its instructions.
However, the following payments made to a corporation and reportable on Form
1099-MISC are not exempt from backup withholding: medical and health care
payments. attorneys' fees, gross proceeds pad to an attorney reportable under
section 6045(f). and payments for services paid by a federal executive agency.
Exemption from FATCA reporting code. The following codes identify payees
that are exempt from reportng under FATCA. These codes apply to persons
submitting this form for accounts maintained outside of the United States by
certain foreign financial institutions. Therefore, if you are only submitting this form
for an account you hold in the United States, you may leave this field blank.
Consult with the person requesting this form if you are uncertain if the financial
institution is subject to these requirements. A requester may indicate that a code is
not required by providing you with a Form W-9 with "Not Applicable" (or any
similar indication) written or printed on the line for a FATCA exemption code.
A—An organization exempt from tax under section 501(a) or any individual
retirement plan as defined in section 7701(a)(37)
B—The United States or any of its agencies or instrumentalities
C—A state, the District of Columbia, a U.S. commonwealth or possession, or
any of their political subdivisions or instrumentalities
D—A corporation the stock of which is regularly traded on one or more
established securities markets. as described in Regulations section
1.1472-1(c)(1)(0
E —A corporahon that is a member of the same expanded affiliated group as a
corporation described in Regulations section 1 1472-1(c)(1)(1)
F—A dealer in securities, commodities, or derivative financial instruments
(including notional principal contracts, futures, forwards, and options) that is
registered as such under the laws of the United States or any state
G—A real estate investment trust
H—A regulated investment company as defined in section 851 or an entity
registered at all times during the tax year under the Investment Company Act of
1940
I—A common trust fund as defined in section 584(a)
J—A bank as defined in section 581
K —A broker
L—A trust exempt from tax under section 664 or described in section 4947(a)(1)
M—A tax exempt trust under a section 403(b) plan or section 457(g) plan
Note. You may wish to consult with the financial institution requesting this form to
determine whether the FATCA code and/or exempt payee code should be
completed.
Line 5
Enter your address (number, street, and apartment or suite number). This is where
the requester of this Form W-9 will mail your information returns.
Line 6
Enter your city. state. and ZIP code.
Part I. Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. If you are a resident alien and you do not
have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer
identification number (ITIN). Enter it in the social security number box. If you do not
have an ITIN, see How to get a TIN below.
If you are a sole proprietor and you have an EIN, you may enter either your SSN
or EIN. However, the IRS prefers that you use your SSN.
If you are a single -member LLC that is disregarded as an entity separate from its
owner (see Limited Liability Company (LLC) on this page), enter the owner's SSN
(or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC
is classified as a corporation or partnership, enter the entity's EIN.
Note. See the chart on page 4 for further clarification of name and TIN
combinatons.
How to get a TIN. If you do not have a TIN. apply for one immediately. To apply
for an SSN. get Form SS -5. Application for a Social Security Card, from your local
SSA office or get this form online at www.ssa.gov. You may also get this form by
calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer
Identification Number. to apply for an ITIN, or Form SS -4. Application for Employer
Identification Number, to apply for an EIN. You can apply for an EIN online by
accessing the IRS website at www.irs.gov/businesses and clicking on Employer
Identification Number (EIN) under Starting a Business. You can get Forms W-7 and
SS -4 from the IRS by visiting IRS.gov or by calling 1 -800 -TAX -FORM
(1-800-829-3676).
If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN
and write "Applied For" in the space for the TIN, sign and date the form, and give it
to the requester. For interest and dividend payments, and certain payments made
with respect to readily tradable instruments, generally you will have 60 days to get
a TIN and give d to the requester before you are subject to backup withholding on
payments. The 60 -day rule does not apply to other types of payments. You will be
subject to backup withholding on all such payments until you provide your TIN to
the requester.
Note. Entering "Applied For" means that you have already applied for a TIN or that
you intend to apply for one soon.
Caution: A disregarded U.S. entity that has a foreign owner must use the
appropriate Form W-8.
Form W-9 (Rev. 12-2014)
Page 4
Part 11. Certification
To establish to the withholding agent that you are a U.S. person, or resident alien,
sign Form W-9. You may be requested to sign by the withholding agent even if
items 1, 4, or 5 below indicate otherwise.
For a joint account, only the person whose TIN is shown in Part I should sign
(when required). In the case of a disregarded entity, the person identified on line 1
must sign. Exempt payees, see Exempt payee code earlier.
Signature requirements. Complete the certification as indicated in items 1
through 5 below.
1. Interest, dividend, and barter exchange accounts opened before 1984
and broker accounts considered active during 1983. You must give your
correct TIN, but you do not have to sign the certification.
2. Interest, dividend, broker, and barter exchange accounts opened after
1983 and broker accounts considered inactive during 1983. You must sign the
certification or backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester, you
must cross out item 2 in the certification before signing the form.
3. Real estate transactions. You must sign the certification. You may cross out
item 2 of the certification.
4. Other payments. You must give your correct TIN, but you do not have to sign
the certification unless you have been notified that you have previously given an
incorrect TIN. "Other payments" include payments made in the course of the
requester's trade or business for rents, royalties, goods (other than bills for
merchandise), medical and health care services (including payments to
corporations), payments to a nonemployee for services, payments made in
settlement of payment card and third party network transactions, payments to
certain fishing boat crew members and fishermen, and gross proceeds paid to
attorneys (including payments to corporations).
5. Mortgage interest paid by you, acquisition or abandonment of secured
property, cancellation of debt, qualified tuition program payments (under
section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or
distributions, and pension distributions. You must give your correct TIN, but you
do not have to sign the certification.
What Name and Number To Give the Requester
For this type of account
Give name and SSN of:
1. Individual
2. Two or more individuals (joint
account)
3. Custodian account of a minor
(Uniform Gift to Minors Act)
4. a. The usual revocable savings
trust (grantor is also trustee)
b. So-called trust account that is
not a legal or valid trust under
state law
5. Sole proprietorship or disregarded
entity owned by an individual
6. Grantor trust filing under Optional
Form 1099 Filing Method 1 (see
Regulations section 1.671-4(b)(2)(i)
(A))
The individual
The actual owner of the account or,
if combined funds, the first
individual on the account'
The minor'
The grantor -trustee'
The actual owner'
The owner'
The grantor'
For this type of account
Give name and EIN of:
7. Disregarded entity not owned by an
individual
8. A valid trust, estate, or pension trust
9. Corporation or LLC electing
corporate status on Form 8832 or
Form 2553
10. Association, club, religious,
charitable, educational. or other tax-
exempt organization
11. Partnership or multi -member LLC
12. A broker or registered nominee
13. Account with the Department of
Agriculture in the name of a public
entity (such as a state or local
government, school district, or
prison) that receives agricultural
program payments
14. Grantor trust filing under the Form
1041 Filing Method or the Optional
Form 1099 Filing Method 2 (see
Regulations section 1.671-4(b)(2)(i)
(B))
The owner
Legal entity'
The corporation
The organization
The partnership
The broker or nominee
The public entity
The trust
List first and circle the name of the person whose number you fumish. If only one person on a
joint account has an SSN, that person's number must be furnished.
2 Circle the minor's name and fumish the minor's SSN.
You must show your individual name and you may also enter your business or DBA name on
the "Business name/disregarded entity' name line. You may use either your SSN or EIN (if you
have one), but the IRS encourages you to use your SSN.
List first and circle the name of the trust. estate, or pension trust. (Do not fumish the TIN of the
personal representative or trustee unless the legal entity itself is not designated in the account
title.) Also see Special rules for partnerships on page 2.
'Note. Grantor also must provide a Form W-9 to trustee of trust.
Note. If no name is circled when more than one name is listed, the number will be
considered to be that of the first name listed.
Secure Your Tax Records from Identity Theft
Identity theft occurs when someone uses your personal information such as your
name, SSN, or other identifying information, without your permission, to commit
fraud or other crimes. An identity thief may use your SSN to get a job or may file a
tax return using your SSN to receive a refund.
To reduce your risk:
• Protect your SSN,
• Ensure your employer is protecting your SSN, and
• Be careful when choosing a tax preparer.
If your tax records are affected by identity theft and you receive a notice from
the IRS, respond right away to the name and phone number printed on the IRS
notice or letter.
If your tax records are not currently affected by identity theft but you think you
are at risk due to a lost or stolen purse or wallet, questionable credit card activity
or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit
Form 14039.
For more information, see Publication 4535, Identity Theft Prevention and Victim
Assistance.
Victims of identity theft who are experiencing economic harm or a system
problem, or are seeking help in resolving tax problems that have not been resolved
through normal channels, may be eligible for Taxpayer Advocate Service (TAS)
assistance. You can reach TAS by calling the TAS toll-free case intake line at
1-877-777-4778 or TTY/TDD 1-800-829-4059.
Protect yourself from suspicious emails or phishing schemes. Phishing is the
creation and use of email and websites designed to mimic legitimate business
emails and websites. The most common act is sending an email to a user falsely
claiming to be an established legitimate enterprise in an attempt to scam the user
into surrendering private information that will be used for identity theft.
The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does
not request personal detailed information through email or ask taxpayers for the
PIN numbers, passwords, or similar secret access information for their credit card,
bank, or other financial accounts.
If you receive an unsolicited email claiming to be from the IRS, forward this
message to phishing@irs.gov. You may also report misuse of the IRS name, logo,
or other IRS property to the Treasury Inspector General for Tax Administration
(TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal
Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or
1-877-IDTHEFT (1-877-438-4338).
Visit IRS.gov to learn more about identity theft and how to reduce your risk.
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct
TIN to persons (including federal agencies) who are required to file information
returns with the IRS to report interest, dividends, or certain other income paid to
you; mortgage interest you paid; the acquisition or abandonment of secured
property; the cancellation of debt; or contributions you made to an IRA, Archer
MSA, or HSA. The person collecting this form uses the information on the form to
file information returns with the IRS, reporting the above information. Routine uses
of this information include giving it to the Department of Justice for civil and
criminal litigation and to cities, states, the District of Columbia, and U.S.
commonwealths and possessions for use in administering their laws. The
information also may be disclosed to other countries under a treaty, to federal and
state agencies to enforce civil and criminal laws, or to federal law enforcement and
intelligence agencies to combat terrorism. You must provide your TIN whether or
not you are required to file a tax return. Under section 3406, payers must generally
withhold a percentage of taxable interest, dividend, and certain other payments to
a payee who does not give a TIN to the payer. Certain penalties may also apply for
providing false or fraudulent information.