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FDIC 3700/44 (12-18) Page 1

FDIC

Leasing

Representations and

Certifications
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FDIC LEASING REPRESENTATIONS AND CERTIFICATIONS

TABLE OF CONTENTS

Section Page

 Estimated Reporting Burden................................................................................................................................................. 3

 Privacy Act Statement............................................................................................................................................................ 3

 Instructions to Lessors.......................................................................................................................................................... 4

 Part I – Certifications Concerning the Premises, the Building, and the Land ......................................................... 5

 

1. Compliance w ith Law s 5

2. Asbestos Containing Materials 5

3. Water Quality 6

4. Indoor Air Quality 6

5. Hazardous Substances 6

6. Building Systems 6

 Part II – Lessor Fitness and Integrity Certifications..................................................................................................... 7

1. Conflicts of Interest..................................................................................................... 7

2. Releases for Less than Full Amount Due....................................................................................................... 7

3. Prohibited Communication w ith FDIC Employees .......................................................................................... 7

4. Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions ................... 8

5. Certificate of Independent Price Determination............................................................................................... 8

6. Lessor Identification and Information............................................................................................................... 9

 Signature Page...................................................................................................................................................................... 10

Policy Statement on the Fitness and Integrity of Lessors of Real Property to the FDIC

 (Schedule A)........................................................................................................................................................................... 11

I. Purpose.................................................................................................................... 11

II. Applicability ....................................................................................................................................................... 11

III. Definitions.......................................................................................................................................................... 11

IV. Policy ................................................................................................................................................................. 13

V. Procedures........................................................................................................................................................ 13

VI. Lease Agreement Requirements...................................................................................................................... 15

VII. Delayed Compliance in Emergencies .............................................................................................................. 16

VIII. Finality of Determination.................................................................................................................................... 16

IX. General..................................................................................................................... 16
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ESTIMATED REPORTING BURDEN

Public reporting burden for this collection of information is estimated to average one-hour per response, including 

the time for reviewing the instructions, searching existing data sources, gathering and maintaining the data needed, 

and completing and reviewing the collection of information. Send comments regarding this burden estimate or any 

other aspect of this collection of information, including suggestions for reducing this burden, to the Paperwork 

Reduction Act Clearance Officer, Legal Division, Federal Deposit Insurance Corporation, Washington, D.C. 20429; 

and to the Office of Management and Budget, Paperwork Reduction Project (3064-0072), Washington, D.C. 20503. 

An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information 

unless it displays a currently valid OMB control number.

PRIVACY ACT STATEMENT

The FDIC is authorized to request this information from you by 12 U.S.C. §§ 1819, and 1821. The purpose for 

collecting this information is to determine a Lessors eligibility to enter into a Lease Agreement with the FDIC. 

Furnishing the requested information, including your Social Security Number, is voluntary, but failure to provide the 

requested information in whole or in part may delay or prohibit you from entering into a Lease Agreement with the 

FDIC. The information provided by individuals is protected by the Privacy Act, 5 U.S.C. 552a. The information you 

provide may be provided to appropriate Federal, state, local or foreign law enforcement authorities; to a court, 

administrative tribunal, or a party in litigation; to contractors, agents and other third parties as authorized by law; 

and in accordance with any of the other routine uses described in the FDIC Financial Information System (30-64-

0012) System of Records available at www.fdic.gov/about/privacy. If you have questions or concerns about the 

collection or use of the information, you may contact the FDIC’s Chief Privacy Officer at Privacy@fdic.gov.
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FDIC LEASING REPRESENTATIONS AND CERTIFICATIONS

INSTRUCTIONS TO LESSORS

This FDIC Leasing Representations and Certifications form (the “Certifications”) is comprised of tw o parts:

Part I – Certifications Concerning the Premises, the Building and the Land, and Part II – Lessor Fitness and Integrity 

Certifications. The FDIC requires that all Lessors insert the address of their property in the space provided below and complete 

both Parts of the Certifications and submit them as part of any Offer to enter into a Lease or a Lease Agreement. The 

Certifications shall be executed by an official authorized to bind the Lessor, and they shall be attached to and made a part of any 

Lease or Lease Amendment. For purposes of the Certifications, the FDIC is considered an agency of the United States w ith 

respect to its rights and remedies under Title 18 of the United States Code. The Certifications concern matters within the 

jurisdiction of an agency of the United States, and the making of a false, fictitious, or fraudulent certification may 

render the maker subject to prosecution under 18 U.S.C. §§ 1001, 1007, and 1014.

Pursuant to paragraph IV.A. of the FDIC’s Policy Statement on the Fitness and Integrity of Lessors of Real Property to the FDIC 

(the “Policy Statement”), dated February 6, 1996 (published in the Federal Registrar on February 13, 1996, and amended in the 

Federal Registrar on April 26, 1996), a copy of w hich is attached hereto as Schedule A, the FDIC w ill not consider Offers from 

Lessors, aw ard Leases to Lessors, or enter into certain Lease Amendments w ith Lessors that either (a) fail to provide any of the 

information required by the Policy Statement, or (b) have Conflicts of Interest, unless such Conflicts of Interest are eliminated by 

the Lessor or w aived by the FDIC.

All items w ithin the Certifications must be completed. If the Lessor cannot certify “True” to an entire statement, or if a statement 

is partly “True” and partly “False” for the Lessor, the “False” box must be checked. 

Whenever the “False” box is checked, the Lessor must attach a detailed, specific description of the particular defect, element of 

noncompliance, condition or situation, as applicable, that results in such response being “False” and, if applicable, such 

attachment should also include a full description of the Lessor’s plans to remedy, correct, address or eliminate the particular 

matter. 

If at any time prior to the aw ard of the Lease or Lease Amendment, or during the term of the Lease, the Lessor learns that one 

or more of the representations or certifications made herein w as erroneous w hen submitted or has become erroneous, the 

Lessor shall notify the FDIC in w riting w ithin five business days.

All capitalized terms not otherw ise defined w ithin the Certifications shall have the meaning set forth in the Policy Statement, 

w hich is attached as Schedule A, unless noted otherw ise w ithin the Certifications.

In connection w ith its Offer to lease certain space (the “Premises”) to the FDIC, in the building (the “Building”), at the

follow ing address: , the undersigned Lessor,

 , certifies as follow s:
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FDIC LEASING REPRESENTATIONS AND CERTIFICATIONS

PART I – CERTIFICATIONS CONCERNING THE PREMISES, THE BUILDING AND THE LAND

NOTE: The foregoing Instructions describe what a Lessor must provide if a “False” box is checked regarding any of the following 

statements.

1. Compliance with Laws

a. The Premises, the Building and the Land are in compliance w ith all existing health, safety, fire, zoning, building, and 

environmental law s, rules, regulations, codes and ordinances applicable to the Premises, the Building or the Land, 

respectively (excluding, for this Question #1(a), the Americans w ith Disabilities Act, 42 U.S.C. 12101 et. seq.).

 True False

b. The Building and the Land (excluding areas occupied by other tenants, but including, w ithout limitation, common areas, 

existing bathroom facilities (in the Premises or in public areas), paths of travel to and from the Premises and ingress/egress 

Building access points (including, if applicable, any parking facility being provided by Lessor), elevators and drinking 

fountains) are in compliance w ith the Americans w ith Disabilities Act, 42 U.S.C. 12101 et. seq., and any similar state or 

local law , rule, regulation, code or ordinance applicable to the Building or the Land.

 True False

c. There is no “grandfather” provision relating to the Premises, the Building or the Land that results in the Premises, the 

Building or the Land, as applicable, being in compliance w ith the requirements described in Question #1(a) or Question 

#1(b) above such that, if that “grandfather” provision did not exist, the Premises, the Building or the Land otherw ise w ould 

not be in compliance w ith any such requirement. 

 True False

2. Asbestos-Containing Materials. 

a. The Premises and/or the Building have been assessed for the presence of Asbestos-Containing Materials (defined 

below ).

 True False

If “True,” attach the most recent Asbestos-Containing Material assessment report for the Premises/Building.

b. The Premises and the Building do not contain any Asbestos-Containing Material. 

 True False 

The term “Asbestos-Containing Material” means any material w ith a concentration of one percent (1%) or greater by dry w eight 

of asbestos.

3. Water Quality. 

a. The quality of the w ater at the Premises and/or the Building has been assessed.

 True False

If “True,” attach the most recent w ater quality assessment report for the Premises/Building.

b. The w ater at all drinking fountains, sinks or other sources of w ater at the Premises and the Building is potable and does 

not contain lead, copper or other contaminants in excess of maximum contaminant levels established by the United States 

Environmental Protection Agency and applicable state and municipal drinking w ater standards.

 True False
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c. Lessor has not received any w ritten complaints or otherw ise become aw are of any problems w ith respect to that w ater 

quality.

 True False

4. Indoor Air Quality. 

a. The quality of the indoor air at the Premises and/or the Building has been assessed.

 True False

If “True,” attach the most recent indoor air quality assessment report for the Premises/Building.

b. The indoor air quality at the Premises and the Building is safe and healthy.

 True False

c. Lessor has not received any w ritten complaints or otherw ise become aw are of any problems w ith respect to that indoor 

air quality.

 True False

5. Hazardous Substances. 

a. Lessor has not received, nor is Lessor aw are of, any request for information, notice, order, civil or criminal action, 

demand, claim, citation, summons or similar communication from any person or entity w ith respect to any Hazardous 

Substance (defined below ) associated w ith the Premises, the Building or the Land.

True False

b. To the best of Lessor’s know ledge, information and belief, no Hazardous Substance is located on, under, or w ithin the 

Land, the Building, or the Premises, the presence of w hich relates to or is the result of any spill, release, discharge, or 

disposal of a Hazardous Substance. 

 True False

The term “Hazardous Substance” means any material, substance or w aste (i) w hich is defined as a “hazardous w aste” or 

hazardous substance” or “pollutant” or “contaminant” under any federal, state, county, municipal and local law , regulation, rule, 

code, ordinance and order under any environmental law ; (ii) w hich is toxic, ignitable, reactive, corrosive, flammable, infectious, 

radioactive, or otherw ise hazardous; (iii) w hich is regulated by any federal, state, county, municipal and local governmental

entity or agency; or (iv) w hich contains or consists of gasoline, diesel fuel or other petroleum hydrocarbons, volatile organic 

compounds, polychlorinated biphenyls (PCBs), asbestos or asbestos-containing material, or urea formaldehyde foam.

6. Building Systems. There are no material structural, plumbing, electrical, mechanical, or sew er system defects in the 

Building, and the Building, including the foregoing systems, has not been adversely affected by seismic activity.

 True False
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PART II – LESSOR FITNESS AND INTEGRITY CERTIFICATIONS

1. Conflicts of Interest

Important Note: The following pertain to this Conflict of Interest certification only.

• The word “Lessor” encompasses both Lessors and Lessor’s Affiliates, as defined in the Policy Statement, Schedule A.

• A check in any “False” box for 1.a. through e. below indicates that the Lessor has a Conflict of Interest, as 

defined at Section III.B.(1) through (5) of the Policy Statement. In accordance with Section V.A.(1)(b) of the Policy 

Statement, a Lessor with a Conflict of Interest shall, with its Offer, request that the Conflict of Interest be waived or 

propose how the Conflict of Interest will be eliminated.

a. The Lessor is not adverse to the FDIC, RTC, Federal Savings and Loan Insurance Corporation, or their successors in a 

law suit.

 True False

b. The Lessor has not caused a Substantial Loss to Federal Deposit Insurance Funds w ithin the ten year period 

preceding the date of this certification.

 True False

c. The Lessor has never been convicted of a Fraud Offense or of conspiring to commit a Fraud Offense, affecting any 

Insured Depository Institution.

 True False

d. The Lessor has not Defaulted on a Material Obligation w ithin the last five years.

 True False

e. The Lessor has never been removed from, or prohibited from participating in the affairs of any Insured Depository 

Institution pursuant to any final enforcement action of the Office of the Comptroller of the Currency, the Office of Thrift 

Supervision, the Board of Governors of the Federal Reserve System, or the FDIC or their successors.

 True False

2. Releases for Less than Full Amount Due

The Lessor has never been released from any commitment to pay $50,000 or more to an Insurer for w hich the Insurer 

received less than 100% (including interest, late charges, and other costs of collection) of the amount due.

 True False

3. Prohibited Communication with FDIC Employees

Neither the Lessor, nor any employee of the Lessor, nor any entity w hich w ill be aw arded a subcontract as a result of the 

aw ard of the Lease or Lease Agreement, have at any time since the first public notification of the FDIC space requirement 

described in the FDIC’s Request for Proposal associated w ith the Certifications, or at any time after becoming aw are of this 

pending Lease acquisition (if such aw areness preceded public notification), (a) directly or indirectly offered any promise of 

future employment or business opportunities to, or engaged in any discussion of future employment or business 

opportunities w ith, any FDIC personnel responsible for this Lease acquisition; or (b) directly or indirectly solicited any 

information concerning the FDIC space requirement described in the Request for Proposal associated w ith the 

Certifications, other than information available to the general public.

 True False
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4. Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions

a. To the best of Lessor’s know ledge, no Federal appropriated funds have been paid or w ill be paid to any person for 

influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or 

employee of Congress, or an employee of a Member of Congress on its behalf in connection w ith the aw arding of any 

Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative 

agreement, and the extension, continuation, renew al, amendment, or modification of any Federal contract, grant, loan, 

or cooperative agreement (collectively, “covered Federal actions”).

 True False

b. To the best of Lessor’s know ledge, no nonappropriated funds (including profit or fee received under a covered Federal 

action) have been paid, or w ill be paid, to any person for influencing or attempting to influence an officer or employee of 

any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on 

his or her behalf in connection w ith the Request for Proposal associated w ith this certification.

 True False (If “False,” Lessor must complete and submit w ith its offer, an OMB Standard Form LLL

 “Disclosure of Lobbying Activities” (available upon request).

NOTE: The Lessor must include the language of 4.a. and b. of this Certification and Disclosure in all 

subcontract awards relating to the Offer or the Lease or the Building, at any tier, and require that all recipients 

of subcontract awards in excess of $100,000 shall certify and disclose accordingly. Submission of this 

Certification and Disclosure, and when required, a completed Standard Form LLL is a prerequisite for making 

or entering into this Lease imposed by 31 U.S.C. § 1352.

5. Certificate of Independent Price Determination

a. The prices in this Offer (or proposed for the Lease Amendment) have been arrived at independently, w ithout, for the 

purposes of restricting competition, any consultation, communication, or agreement w ith any Lessor or competitor 

relating to (a) those prices, (b) the intention to submit an Offer, or (c) the methods or factors used to calculate the 

prices offered.

 True False

b. The prices in this Offer have not been and w ill not be know ingly disclosed by the Lessor, directly or indirectly, to any 

other lessor or competitor before aw ard of the Lease or Lease Amendment unless otherw ise required by law .

 True False

c. No attempt has been made or w ill be made by the Lessor to induce any other individual or Company to submit or not 

to submit an Offer for the purpose of restricting competition.

 True False
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6. Lessor Identification and Information

a. List the name, address, and Federal Taxpayer Identification Number of (1) the Lessor and, (2) if different, the record 

ow ner of the Building:

NAME OF LESSOR (Please print or type) TAXPAYER IDENTIFICA TION NUMBER (TIN)

STREET ADDRESS

CITY STATE ZIP CODE

NAME OF RECORD OWNER (Please print or type) TAXPAYER IDENTIFICA TION NUMBER (TIN)

STREET ADDRESS

CITY STATE ZIP CODE

b. Check one: Lessor operates as an individual, a State or local agency, or a Company.

c. Identify the follow ing (If additional room is needed, please complete on 8-1/2 x 11-inch paper and attach it to the 

Certifications.)

1. If the Lessor is a Company provide:

(a) The state in w hich the Corporation or other organization is registered or organized:

 

(b) The name, addresses, and Federal Taxpayer ID Numbers of all general partners and/or all beneficial 

owners of a 25% or greater equity interest in the Lessor. In addition, for those general partners and 

beneficial owners w ho are individuals, provide the Social Security Number, birth date, and Birthplace (City, 

State, Country):
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2. The names, addresses, Federal Taxpayer ID Numbers, and state of incorporation or organization of any 

Companies of w hich the Lessor is either the general partner or a beneficial owner of a 25% or greater equity 

interest:

 

3. If the Lessor is an individual, list the name, address, Social Security Number, birth date, and Birthplace (City, 

State, Country) of any Family Member:

By signature hereto, the undersigned certifies that he or she has full right, power and authority to execute the s e 

Certifications on behalf of the Lessor without the consent of any other entity or individual and makes these 

Certifications with the knowledge that the FDIC shall rely upon them. The undersigned also certifies that all of 

the foregoing representations and certifications are true, complete, and accurate, and that he or she is aw ar e of 

the penalty prescribed in 18 U.S.C. § 1001 for making false statements to an agency of the United States 

government. Further, the undersigned by signature hereto gives express authorization and consent to the FDIC 

for the FDIC to release information contained herein to licensing authorities in making a determination of the 

lessor’s fitness and integrity.

NOTE: THE SIGNATURE OF AN AGENT IS NOT ACCEPTABLE

NAME (Please print or type)

TITLE

NAME OF LESSOR TAXPAYER IDENTIFICA TION NUMBER (TIN)

SIGNATURE DATE

 

 Attachment (1): Schedule A, Policy Statement
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SCHEDULE A

POLICY STATEMENT ON THE FITNESS AND INTEGRITY OF LESSORS OF REAL PROPERTY TO THE FDIC

I. Purpose. To establish:

A. Minimum standards governing Conflicts of Interest and ethical responsibilities for Lessors w ho have entered into 

Leases w ith the FDIC, or w ho seek to lease real property to the FDIC; and

B. Official w ritten guidance for FDIC personnel including, w ithout limitation, personnel in the Division of Administration, 

the Division of Supervision, and the Office of the Executive Secretary, on the implementation of those minimum 

standards.

II. Applicability. This policy w ill apply to:

A. All Leases of 10, 000 square feet or more aw arded as a result of Requests for Proposals issued after the date of 

this policy; and

B. All Lease Amendments entered into after the date of this policy to (1) existing leases of 10,000 square feet or more, 

or (2) existing Leases of less than 10,000 square feet w here the total square footage of the Lease w ill be 10,000 

square feet or more if the Lease Amendment is executed.

III. Definitions. As used in this policy statement:

A. Company means any corporation, firm, partnership, society, joint venture, business trust, association, or similar 

organization, or any other trust, or any other organization or institution.

B. Conflict of Interest means a situation in w hich:

(1) A Lessor or a Lessor’s Affiliate is adverse to the FDIC, RTC, Federal Savings and Loan Insurance

Corporation (FSLIC), or their successors in a law suit, for w hich no final adjudication or settlement has 

occurred; or

(2) A Lessor or a Lessor’s Affiliate has caused a Substantial Loss to Federal Deposit Insurance Funds w ithin the 

ten-year period preceding the submission of its offer; or 

(3) A Lessor or a Lessor’s Affiliate has been convicted of a Fraud Offense or of conspiring to commit a Fraud 

Offence affecting any Insured Depository Institution; or

(4) A Lessor or a Lessor’s Affiliate has Defaulted on a Material Obligation w ithin the last five years; or

(5) A Lessor or a Lessor’s Affiliate has been removed from, or prohibited from participating in the affairs of any 

Insured Depository Institution pursuant to any final enforcement action by the Office of the Comptroller of the 

Currency, the Office of Thrift Supervision, the Board of Governors of the Federal Reserve System, or the FDIC or 

their successors; or

(6) A situation in w hich the FDIC determines, in its sole discretion, that the FDIC’s aw ard of a Lease to a Lessor 

could cause a reasonable person to question the integrity of the FDIC’s operations. An example (w ithout limitation) 

of a Conflict of Interest determined by the FDIC is a situation in w hich an individual w ho is not a Lessor’s Affiliate, 

but has a direct or indirect equity interest in the Lessor, or directly or indirectly controls the Lessor, has been 

convicted of a Fraud Offense.

C. Default on a M aterial Obligation means a loan or advance from an Insured Depository Institution w hich has been 

delinquent for 90 or more days as to payment of principal or interest, or a combination thereof, w ith a remaining 

balance of principal, and accrued interest on the ninetieth day, or any time thereafter, in an amount in excess of 

$1,000,000.
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POLICY STATEMENT ON THE FITNESS AND INTEGRITY OF LESSORS OF REAL PROPERTY TO THE FDIC

D. Family M ember means the Lessor’s spouse or dependent child.

E. FDIC means the Federal Deposit Insurance Corporation in its receivership and corporate capacities. It does not 

mean the FDIC in its conservatorship capacity or w hen it is operating a bridge bank.

F. Fraud Offense means any felony offense under the sections of title 18 U.S. Code as listed in Part IX, or similar 

offenses under state law s.

G. Insured Depository Institution means any bank or savings association the deposits of w hich are insured by the 

FDIC.

H. Insurer means the FDIC, RTC, FSLIC or their successors; or the Bank Insurance Fund, the Savings and 

Association Insurance Fund, the FSLIC Resolution Fund, or funds maintained by the RTC for the benefit of insured 

depositors.

I. Lease means a lease or sublease of real property for the use of the FDIC (including its contractors) as tenant, 

including but not limited to w arehouse, office and retail space. As used herein, “Lease” does not include contracts for 

storage services.

J. Lease Amendment means any change to a Lease w hich extends the term of a Lease, increases the rentable 

square footage of the premises leased, or increases the rent paid under the Lease. As used herein, how ever, “Lease 

Amendment” does not refer to the exercise of a priced renew al option or an expansion option at a predetermined rental 

rate under any Lease entered into prior to the date of the policy.

K. Lessor means an individual or a Company w hich intends to or has submitted an Offer to lease or sublease real 

property to the FDIC, or w hich has entered into a Lease or a sublease w ith the FDIC.

L. Lessor’s Affiliate means:

(1) If the Lessor is a Company, (a) any general partner of the Lessor, or (b) any beneficial ow ner of a 25% or 

greater equity interest in the Lessor; or

(2) Any Company of w hich the Lessor is (a) a general partner, or (b) in w hich the Lessor is the beneficial ow ner of 

a 25% or greater equity interest; or

(3) If the Lessor is an individual, any Family Member of the Lessor.

A Lessor’s Affiliate may be either an individual or a Company.

M. Obligation means a commitment to pay money to an Insurer, that is currently ow ing to, and held by, an Insurer, 

and w hich currently is not performing in accordance w ith the terms thereof (including any modifications thereto), 

including, w ithout limitation, (1) any unsatisfied final judgment, and (2) any guarantee of any Obligation.

N. Offer means a proposal to enter into a Lease.

O. RTC means the Resolution Trust Corporation in any of its capacities.

P. Substantial Loss to Federal Deposit Insurance Corporation Insurance Funds means: An Obligation that is or 

has been delinquent for 90 or more days as to payment of principal, interest, or a combination thereof and on w hich 

there remains a legal duty to pay an amount in excess of $50,000. A Substantial Loss to Federal Deposit Insurance 

Funds does NOT include situations w here the Obligation (1) has been fully resolved and the debtor has been released 

in full by the applicable Insurer, or (2) has been sold or transferred by the applicable Insurer and Insurer retains no 

interest therein.
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POLICY STATEMENT ON THE FITNESS AND INTEGRITY OF LESSORS OF REAL PROPERTY TO THE FDIC

IV. Policy

A. General. The FDIC w ill not consider Offers from Lessors, aw ard Leases to Lessors, or enter into Lease 

Amendments w ith Lessors that either (a) fail to provide any of the information required by this policy; or (b) have 

Conflicts of Interest, unless such Conflicts of Interest are eliminated by the Lessor or w aived by the FDIC.

B. Waivers. Waivers of Conflicts of Interest w ill be granted only w hen, in light of all relevant circumstances, the 

Executive Secretary, or the designee of the Executive Secretary determines in his or her discretion that the interests of 

the FDIC in entering into a Lease or a Lease Amendment w ith the Lessor outw eigh the concern that a reasonable 

person may question the integrity of the FDIC’s operations.

V. Procedures

A. Conflicts of Interest

(1) Conflicts of Interest in existence prior to submission of an Offer:

(a) A Lessor shall provide all information and certifications required in paragraph V.B. hereof at the time it 

makes an Offer to the FDIC.

(b) A Lessor that has a Conflict of Interest as defined at paragraph III.B.(1) through (5) of this policy statement 

shall, w ith its Offer, request that the Conflict of Interest be w aived in accordance w ith paragraph IV.B., or 

propose how the Lessor w ill eliminate the Conflict of Interest.

(c) The Executive Secretary or designee, at his or her discretion, may w aive the Conflict of Interest in 

accordance w ith paragraph IV.B., or may approve in w riting a Lessor’s proposal to eliminate the Conflict of 

Interest for purposes of the specific Lease.

(2) Conflicts of Interest arising after submission of an Offer but prior to entering into a Lease:

(a) If, after submitting its Offer, but prior to entering into a Lease, a Lessor discovers that it has a Conflict of 

Interest, it must notify the FDIC in w riting w ithin five business days of such discovery. The Lessor shall include 

w ith such notification a detailed description of the Conflict of Interest, and (i) a statement of how it intends to 

eliminate the Conflict of Interest; or (ii) a request for a w aiver of the Conflict of Interest.

(b) The Executive Secretary or designee, at his or her discretion, may w aive the Conflict of Interest in 

accordance w ith paragraph IV.B., or may approve in w riting a Lessor’s proposal to eliminate the Conflict of 

Interest for purposes of the specific Lease.

(3) Conflicts of Interest that arise after entering into a Lease. FDIC Lease agreements shall require that the 

Lessor notify the FDIC in w riting w ithin five business days after discovering a Conflict of Interest that arises after the 

Lessor and the FDIC have entered into a Lease. The Lessor shall include w ith such notification a detailed 

description of the Conflict of Interest, and either (i) a statement of how it intends to eliminate the Conflict of Interest; 

or (ii) a request for a w aiver of the Conflict of Interest. After receipt of such notice from the Lessor, the FDIC shall 

take such action as it determines is in the FDIC’s best interests, including:

(a) The FDIC shall notify the Lessor in w riting of its findings as to w hether a Conflict of Interest exists. If the 

FDIC finds that a Conflict of Interest exists, the FDIC shall also notify the Lessor in w riting of the basis for such 

determination, and w hen applicable:

(i) w hether a w aiver w ill be granted, and if so, the terms and conditions of such w aiver; or

(ii) a description of the corrective actions, if any, that the Lessor w ill take in order to eliminate the Conflict 

of Interest. Corrective actions must be completed by the Lessor not later than 30 days after notification is 

mailed by the FDIC unless the FDIC, in its sole discretion, determines that it is in the best interests of the 

FDIC to grant the Lessor an extension in w hich to complete such corrective action.

(b) Unless the FDIC w aives the Conflict of Interest or the Lessor eliminates the Conflict of Interest, the FDIC 

shall not enter into any Lease Amendments w ith the Lessor.
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(4) Conflicts of Interest discovered by the FDIC. The FDIC w ill review all information provided by the Lessor 

w ith its Offer, as w ell as information from other sources that the FDIC determines is relevant. If the FDIC, in its sole 

discretion determines, based on such review s, that a Conflict of Interest exists, an FDIC representative shall notify 

the Lessor of the basis for such determination.

(a) If the FDIC discovers a Conflict of Interest after submission of an Offer, but prior to entering into a Lease:

(i) The Lessor must respond to the FDIC in w riting, w ithin five business days of the FDIC’s notification of 

its determination in one of the follow ing w ays.

[1] stating how it intends to eliminate the Conflict of Interest; or

[2] requesting that the FDIC w aive the Conflict of Interest; or

[3] if the FDIC’s determination w as based solely on information from a source other than the Lessor, 

and the Lessor can demonstrate that such information w as incomplete or incorrect, the Lessor may 

provide additional or corrected facts and request that the FDIC consider such facts and reevaluate its 

determination that a Conflict of Interest exists. After review ing the Lessor’s additional or corrected 

information, the FDIC w ill notify the Lessor promptly w hether it confirms its determination that a 

Conflict of Interest exists.

(ii) If the Lessor does not respond in w riting to the FDIC w ithin five business days, the FDIC shall deem 

the Lessor’s Offer to have been w ithdraw n.

(b) If the FDIC discovers a Conflict of Interest after entering into a Lease, the FDIC shall take such action as 

it determines is in the FDIC’s best interest, including the actions described in V.A.(3)(a) and (b). As detailed at 

V.A.(4)(a)(i)[3], the Lessor can request that the FDIC reevaluate its determination if the FDIC’s determination 

w as based soley on information from a source other than the Lessor, and the Lessor can demonstrate that 

such information w as incomplete or incorrect. After review ing the Lessor’s additional or corrected information, 

the FDIC w ill notify the Lessor promptly w hether or not it w ill reverse its determination that a Conflict of Interest 

exists.

(5) Reconsideration of decisions. The Lessor may request that the chairman or designee(s) reconsider FDIC 

decisions regarding acceptance of a Lessor’s proposal for the elimination of a Conflict of Interest, or the issuance of 

a requested w aiver to a Conflict of Interest. Such requests must be in w riting and contain the reasons for the 

request. The Chairman or designee(s) shall have the right to decline reconsideration.

B. Information required to be submitted:

(1) Initial Submission. Every Lessor shall submit a completed “FDIC Leasing Representations and Certifications” 

form, including Part II, “Lessor Fitness and Integrity Certifications” and such other information as the FDIC may 

deem appropriate to permit it to make a determination w ith respect to Conflicts of Interest at the time the Lessor 

submits an Offer and prior to entering into any Lease Amendment. Among other items, the form shall require that 

the Lessor provide the follow ing:

(a) Certifications that no Conflict of Interest, as defined in paragraph III.B(1) through (5) exists, or;

(b) In the event that one or more Conflicts of Interest exist, the follow ing information:

(i) When applicable, a description of any law suit in w hich the Lessor or any Lessor’s Affiliate is adverse 

to the FDIC, RTC, FSLIC, or their successors and for w hich no final adjudication or settlement has 

occurred;

(ii) When applicable, a list and description of any instance during the five years preceding the 

submission of the Offer in w hich the Lessor or any Lessor’s Affiliate has caused a Substantial Loss to 

Federal Deposit Insurance Funds;

(iii) When applicable, a list and description of any Fraud Offense of w hich the Lessor or any Lessor’s 

Affiliate has been convicted;

(iv) When applicable, a list and description of any instance during the five years preceding the 

submission of the Offer in w hich the Lessor or any Lessor’s Affiliate has Defaulted on a Material 

Obligation;
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(v) When applicable, a list and description of any instances in w hich the Lessor or any Lessor’s Affiliate 

has been removed from or prohibited from participating in the affairs of any Insured Depository Institution 

pursuant to any final enforcement action by the Office of the Comptroller of the Currency, the Office of 

Thrift Supervision, the Board of Governors of the Federal Reserve System, or the FDIC or their 

successors; and 

(vi) The Lessor’s request for w aiver of such Conflicts of Interest or proposal for elimination of such 

Conflicts of Interest.

(c) A description of any commitment to pay $50,000 or more to an Insurer that has been fully released by the 

Insurer, but for w hich the Insurer received less then 100% (including interest, late charges, and other costs of 

collection) of the amount due; and

(d) Any other information w hich the FDIC may deem appropriate.

(2) Subsequent Submissions. FDIC Lease agreements shall require that during the term of the Lease, the 

Lessor shall:

(a) Immediately notify the FDIC if any of the information submitted pursuant to this policy w as incorrect at the 

time of submission or has subsequently become incorrect; and

b) At any time, submit such information as the FDIC requests in order to permit the FDIC to determine if a 

Conflict of Interest exists.

(3) Failure to provide information. Any Lessor w ho fails to provide any of the information required by this policy 

w ill neither be considered for, nor eligible for, the aw ard of a Lease or a Lease Amendment.

(4) M isstatement of M aterial Fact. Any Lessor w ho misstates or fails to disclose to the FDIC a material fact or 

any Conflict of Interest, as defined in paragraph III.B.(1) through (5), w hether prior to or during the term of the 

Lease, w ill not be considered eligible for the aw ard of any Lease or Lease Amendment.

VI. Lease agreement requirements.

A. Retention of information. FDIC Lease agreements shall specify that the Lessor shall retain the information upon 

w hich it relied in preparing its certification(s) during the term of the Lease and for a period of three years follow ing the 

termination or expiration of the Lease or any extension thereof, and shall make such information available for review by 

the FDIC upon request.

B. Response to requests for additional information. FDIC Lease agreements shall specify that any Lessor w ho 

fails to respond to a request for information made by the FDIC pursuant to Section V.B.2.(b) of this policy, shall be 

in default under the Lease for w hich such information w as requested.

C. Additional Lease agreement provisions. In addition to the provisions of this policy, the FDIC may include in its 

Lease agreements such provisions, conditions, and limitations as the FDIC deems necessary, including additional 

standards for Lessor fitness and integrity, and minimum standards of ethical responsibility for Lessors.

VI. Lease agreement requirements.

D. Retention of information. FDIC Lease agreements shall specify that the Lessor shall retain the information upon 

w hich it relied in preparing its certification(s) during the term of the Lease and for a period of three years follow ing the 

termination or expiration of the Lease or any extension thereof, and shall make such information available for review by 

the FDIC upon request.

E. Response to requests for additional information. FDIC Lease agreements shall specify that any Lessor w ho 

fails to respond to a request for information made by the FDIC pursuant to Section V.B.2.(b) of this policy, shall be 

in default under the Lease for w hich such information w as requested.

F. Additional Lease agreement provisions. In addition to the provisions of this policy, the FDIC may include in its 

Lease agreements such provisions, conditions, and limitations as the FDIC deems necessary, including additional 

standards for Lessor fitness and integrity, and minimum standards of ethical responsibility for Lessors.
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VII. Delayed compliance in emergencies. In emergencies, w hen unforeseeable circumstances make it necessary to 

enter into a Lease immediately in order to protect FDIC personnel or property, the FDIC may delay compliance w ith this 

policy.

VIII. Finality of determination. Any determination made by the FDIC pursuant to this policy shall be in the FDIC’s sole 

discretion and shall not be subject to further review , except as otherw ise provided pursuant to a specific Lease agreement.

IX. General. Felony offenses as used in the standards set forth in this statement of policy mean the follow ing statutes that 

establish standards to w hich a Lessor’s conduct must conform and w hich shall not have been violated. The list is as follow s:

A. Bribery of Public Officials (18 U.S.C. 201).

B. Offer of a loan or gratuity to bank examiners (18 U.S.C. 212).

C. Continuing financial crimes enterprise (18 U.S.C. 225).

D. Taking or using papers relating to claims (18 U.S.C. 285).

E. Conspiracy to defraud the Government w ith respect to claims (18 U.S.C. 286).

F. False, fictitious, or fraudulent claims (18 U.S.C. 287).

G. Bonds and obligations or certain lending agencies (18 U.S.C. 493).

H. Contractors’ bonds, bids, and public records (18 U.S.C. 494).

I. Contracts, deeds, and pow ers of attorney (18 U.S.C. 495).

J. Chapter 31 Embezzlement and Theft (18 U.S.C. 642 through 668).

K. Statements or entries generally (18 U.S.C. 1001).

L. Possession of false papers to defraud the United States (18 U.S.C. 1002).

M. Bank entries, reports, and transactions (18 U.S.C. 1005).

N. Federal credit institution entries, reports and transactions (18 U.S.C. 1006).

O. Federal Deposit Insurance Corporation transactions (18 U.S.C. 1007).

P. Loans and credit applications generally (18 U.S.C. 1014).

Q. Concealment of assets from a conservator, receiver, or liquidating agent of financial institution (18 U.S.C. 1032).

R. Chapter 63 Mail Fraud (18 U.S.C. 1341 through 1344).

S. Laundering of monetary instruments (18 U.S.C. 1956).

By order of the Board of Directors, dated at Washington, D.C., this 6th day of February 1996.

[Source: 61 Fed. Reg. 5554, February 13, 1996, effective February 6, 1996; 61 Fed. Reg. 19939, April 26, 1996]