Form 3700-12 Integrity and Fitness Representations & Certifications

FDIC
Integrity and Fitness
Representations and
Certifications

SUBMITTED BY

CONTRACTOR NAME

FDIC 3700/12 (10-05) Page 1

FDIC INTEGRITY AND FITNESS REPRESENTATIONS AND CERTIFICATIONS
TABLE OF CONTENTS

Section

Page

Estimated Reporting Burden………………………………………………….......................………..
Privacy Act Statement……………………………………………………………………………..…….

2
2

I. Preamble………………………………………………………………………….………………….….

3

II. Identifying Information…………………………………………………………….…………….…..

3

1.
2.
3.
4.

Type of Organization…………………………………………………………….………..…..
Parent Information………………………………………………………………….…….……
Joint Venture Information……………………………………………………………..……...
Subcontractor Information………………………………………………………….…….…..

3
3
4
4

III. Part 366 Integrity and Fitness………………………………………………………….…….…....

5

1.
2.
3.
4.
5.

Unique Terms ……………………………………………………….………………………..
Representations as to Eligibility………………..…………………….……………..……….
Representations as to Conflicts of Interest………………………….……………..……….
Representations as to Defaults……………………………………….……………..……….
Representations as to Employees and Subcontractors……….…………………..………

5
6
7
8
8

IV. Signature………………………………………………………………………………………………

8

FDIC 3700/12 (10-05) Page 2

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 Paper 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
Collection of this information is authorized by the Federal Deposit Insurance Act, 12 U.S.C. §§ 1891, 1821, and
Executive Order 9397. This information will be primarily used to examine a contractor’s eligibility for potential FDIC
contract awards and the information provided may be disclosed to licensing authorities by the FDIC in examining the
contractor’s eligibility.
Information may also be disclosed to appropriate Federal, state, or local agencies for law enforcement purposes
when a violation or possible violation of a civil or criminal law is apparent; to individuals involved in judicial or
administrative proceedings; and to a Congressional office in response to an inquiry made at the individual’s request.
Information may also be disclosed in accordance with the other routine uses set forth in the FDIC’s Financial
Information System 30-64-0012. Furnishing the requested information, including your Social Security Number, is
voluntary. However, failure to furnish all requested information may preclude you from receiving an FDIC contract.

FDIC 3700/12 (10-05) Page 3

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OMB NUMBER: 3064-0072
EXPIRATION DATE: 08/31/2008

FDIC INTEGRITY AND FITNESS REPRESENTATIONS AND
CERTIFICATIONS
I.

PREAMBLE

The following representations and eligibility certifications shall be executed by an official authorized to bind the
contractor, and shall be returned with its proposal. These representations and 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 contractor and/or certifying official subject to prosecution under 18 United States Code (U.S.C.) § 1001,
1007, and 1014. For purposes of these certifications, the Federal Deposit Insurance Corporation (FDIC) is
considered an agency of the United States only with respect to its rights and remedies under 18 U.S.C. The offeror
shall provide notice to the Contracting Officer within 10 business days or at any time prior to contract award, if the
contractor learns that one or more of these certifications was erroneous when submitted or has become erroneous by
reason of changed circumstances. In addition, any such misrepresentations or miscertifications may render the
contractor and/or the certifying official subject to administrative remedies by the FDIC, to include suspension and/or
exclusion from contracting, or termination of contract, (12 CFR 366.16; 12 CFR Part 367).

II. IDENTIFYING INFORMATION
1. Type of Organization
The contractor operates as
an individual,
a State or local agency,
a partnership,
venture,
a nonprofit organization,
an educational institution, a corporation
organized and existing under the laws of the state of _____________________.

a joint

2. Parent Information
The contractor
is,
is not, owned or controlled by a parent company. If it is, complete the blanks
below and include an organizational chart of parent company:

NAME OF PARENT COMPANY

TAXPAYER IDENTIFICATION NUMBER (TIN)

ADDRESS

CITY

FDIC 3700/12 (10-05) Page 4

STATE

ZIP CODE

Refresh

FDIC INTEGRITY AND FITNESS REPRESENTATIONS AND CERTIFICATIONS
3. Joint Venture Information
The contractor
below.

is,

is not, a joint venture. If contractor is a joint venture, complete the information

NAME OF JOINT VENTURE PARTNER
JOINT VENTURE PARTNER’S TAXPAYER IDENTIFICATION NUMBER (TIN)
JOINT VENTURE TAXPAYER IDENTIFICATION NUMBER (TIN) (If different)
MAIN OFFICE ADDRESS
CITY

STATE

Has a Joint Venture Agreement been executed?

Yes,

ZIP CODE

No (If yes, attach Agreement.)

4. Subcontractor Information
The contractor
will,
the information below.

will not, use subcontractors in the performance of the contract. If it will, complete

NAME OF SUBCONTRACTOR

TAXPAYER IDENTIFICATION NUMBER (TIN)

MAIN OFFICE ADDRESS
CITY

STATE

ZIP CODE

NAME OF SUBCONTRACTOR

TAXPAYER IDENTIFICATION NUMBER (TIN)

MAIN OFFICE ADDRESS
CITY

STATE

ZIP CODE

NAME OF SUBCONTRACTOR

TAXPAYER IDENTIFICATION NUMBER (TIN)

MAIN OFFICE ADDRESS
CITY

STATE

(If additional space is necessary, attach separate sheets.)

FDIC 3700/12 (10-05) Page 5

ZIP CODE

FDIC INTEGRITY AND FITNESS REPRESENTATIONS AND CERTIFICATIONS
III. PART 366 INTEGRITY AND FITNESS
1.

Unique Terms
Unique terms used in these representations and certifications are described in 12 CFR Part § 366, as
follows:

(a)

Conflict of interest occurs when a contractor, any entity that owns or controls a contractor, or any
entity the contractor owns or controls:
(1) Has a personal, business, or financial interest or relationship that relates to the services performed
under the contract; or
(2) Is a party to litigation against the FDIC, or represents a party that is; or
(3) Submits an offer to acquire an asset from FDIC for which services were performed during the past
three years, unless the contract allows for the acquisition.

(b)

Ownership or control:
(1) The president or chief executive officer has control of an organization.
(2) A partner in a small law firm has ownership or control. A partner in a large multinational law firm
may not have ownership or control.
(3) A general partner of a limited partnership has control. Ownership or control exists when there is
an interest of twenty five percent (25%) or more in a limited partnership.
(4) Ownership or control is evidenced by the:
(i) Power to vote, directly or indirectly, 25% or more interest of any class of voting stock of a
company;
(ii) Ability to direct in any manner the election of a majority of a company’s directors or trustees;
or
(iii) Ability to exercise a controlling influence over the company’s management and policies.

(c)

Default on a material obligation occurs when a loan or advance with an outstanding balance of more
than $50,000 is or was delinquent for ninety (90) days or more.

(d)

FDIC-insured depository institution includes any bank or savings association the deposits of which
are insured by the FDIC.

(e)

Management official includes any shareholder, employee, or partner who controls a company and
any individual who directs the day-to-day operations of a company. With respect to a partnership
whose management committee or executive committee has responsibility for the day-to-day operations
of the partnership, management official includes a member of such a committee but, if no such
committee exists, management official includes each of the general partners.

(f)

Pattern or practice of defalcation regarding obligations:
A pattern or practice of defalcation under 12 CFR section 366.3(c) exists when the contractor, any
person that owns or controls the contractor, or any entity the contractor owns or controls has a legal
responsibility for the payment on at least two obligations that are:
(1) To one or more FDIC-insured depository institutions;
(2) More than ninety (90) days delinquent in the payment of principal, interest, or a combination
thereof; and

FDIC 3700/12 (10-05) Page 6

FDIC INTEGRITY AND FITNESS REPRESENTATIONS AND CERTIFICATIONS
Unique Terms (Continued)
(3) More than $50,000 each.
(g)

Person includes an individual, corporation, partnership or other entity with a legally independent
existence.

(h)

Substantial loss to Federal deposit insurance fund:
A substantial loss to a Federal deposit insurance fund under 12 CFR section 366.3(d) exists when the
contractor, or any person that owns or controls the contractor, or any entity the contractor owns or
controls has:
(1) An obligation to us that is delinquent for ninety (90) days or more and on which there is an
outstanding balance of principal, interest, or a combination thereof of more than $50,000;
(2) An unpaid final judgment in our favor that is in excess of $50,000, regardless of whether it
becomes discharged in whole or in part in a bankruptcy proceeding;
(3) A deficiency balance following foreclosure of collateral on an obligation owed to us that is in
excess of $50,000, regardless of whether it becomes discharged in whole or in part in a bankruptcy
proceeding; or
(4) A loss to us that is in excess of $50,000 that we report on IRS Form 1099-C, Information Reporting
for Discharge of Indebtedness.

2.

Representations as to Eligibility (12 CFR 366.3)
To the best of the contractor’s knowledge:
(a)

Has the contractor been convicted of a felony?
Yes

(b)

Has the contractor been removed from or prohibited from participating in the affairs of an FDIC-insured
depository institution because of a Federal banking agency action?
Yes

(c)

No (If yes, explain below.)

No (If yes, explain below.)

Has the contractor demonstrated a pattern or practice of defalcation regarding obligations?
Yes

FDIC 3700/12 (10-05) Page 7

No (If yes, explain below.)

FDIC INTEGRITY AND FITNESS REPRESENTATIONS AND CERTIFICATIONS
(d) Is the contractor responsible for a substantial loss to a Federal deposit insurance fund?
Yes

No (if yes, explain below.)

As used herein, “pattern or practice of defalcation” is described in 12 CFR 366.4 and “a substantial loss to a
Federal deposit insurance fund” is described in 12 CFR 366.5 both are reproduced in Part III of these
representations and certifications for your convenience.
3.

Representations as to Conflicts of Interest (12 CFR 366.10)
Answers to the following four (4) questions regarding conflicts of interest are provided for the contractor,
any persons that own or control the contractor or you own or control; and any officers, management officials,
employees, agents, or subcontractors who will perform services under the contract:
(a) Do any such person(s) have a personal, business, or financial interest or relationship that relates to the
services you perform under the contract?
Yes

No (if yes, explain below.)

(b) Are any such person(s) a party to litigation against us, or represents a party that is?
Yes

No (if yes, explain below.)

(c) Are any such person(s) submitting an offer to acquire an asset from us for which services were
performed during the past three years, unless the contract allows for the acquisition?
Yes

No (if yes, explain below.)

(d) Does the contractor recognize that it generally may not later purchase assets it will manage under this
contract and performance of this contract may disqualify the contractor from follow-up work where
information obtained in the performance of the contract gives the contractor an unfair competitive
advantage?
Yes

FDIC 3700/12 (10-05) Page 8

No (if no, explain below.)

FDIC INTEGRITY AND FITNESS REPRESENTATIONS AND CERTIFICATIONS
If the contractor cannot certify that there are no conflicts of interest, it may describe the circumstances of any conflicts
and request a waiver in accordance with CFR 366.10 or propose a method for the elimination of the conflict.
4. Representations as to Defaults (12 CFR 366.14(b))
Has the contractor or any company under the contractor’s control defaulted on a material obligation during
the five (5) years proceeding the submission of this offer?
Yes

No (If yes, attach a description of all such instances.)

A “default on a material obligation” occurs when a loan or advance with an outstanding balance of more than
$50,000 is or was delinquent for ninety (90) days or more.
5. Representations as to Employees and Subcontractors (12 CFR 366.14(d))
Does the contractor agree that without a waiver, it will employ only persons who meet the requirements of 12
CFR part 366 to perform services on behalf of FDIC?
Yes

IV.

No (If no, explain below.)

SIGNATURE

By signature hereto, the offeror certifies that all of the representations and certifications contained in its proposal are
complete and accurate as required by this solicitation, and that it is aware of the penalty prescribed in 18 U.S.C. §
1001 for making false statements in proposal. The contractor also agrees to notify the FDIC in writing within 10 days
after discovering that it or any person performing services under an FDIC contract has any change for any answer
contained within these representations and certifications. Such notification shall contain a detailed description of the
condition and may include a statement of how the contractor intends to resolve such condition. Further, the offeror by
signature hereto gives express authorization and consent to the FDIC for the FDIC to release information contained
herein to licensing authorities in the examination of the contractor’s eligibility for potential contract awards.
SOLICITATION NUMBER
NAME OF CONTRACTOR (Please print or type)

CONTRACTOR’S TAX IDENTIFICATION NUMBER (TIN)

TITLE

CONTRACTOR’S TELEPHONE NUMBER

OFFICE ADDRESS
CITY
SIGNATURE

FDIC 3700/12 (10-05) Page 9

STATE

ZIP CODE
DATE SIGNED