Wells Fargo Bank, N. A.
200 Lomas Boulevard NW
Albuquerque, NM 87102
September 19, 2024
City of Commerce
2535 Commerce Way
Commerce, CA 90040-1410
Thank you for choosing Wells Fargo Bank, N. A. to handle your finance needs. Enclosed please find the following documents necessary to complete your lease transaction:
1. Bank Qualified Designation – have signed and dated
2. Authorizing Resolution – Complete Sections 1 and 4, have signed and dated where indicated. Or in lieu of the resolution we can accept Board Minutes showing the approval to purchase and finance the equipment
3. Incumbency Certificate – this document should be completed by the secretary/clerk of the City of Commerce. Please have them fill in their name in the first paragraph, list the name and titles of authorized signors and have those individuals sign in column three, the Secretary needs to then sign and date
4. Master Lease Agreement – have signed where indicated
5. Equipment Schedule – have signed where indicated
6. State and Local government Addendum – have signed where indicated
7. Required Information - fill in the Federal Tax ID Number, confirm the Billing Address, fill in the Accounts Payable Contact Name, Email Address and Phone Number, confirm the Equipment/Titling Location and fill in the contact information. Confirm that ax Status. If Tax Exempt, please provide a Tax Exemption Certificate
8. Pay Proceeds - have signed and dated
9. Delivery & Acceptance Certificate – have signed and dated
10. Certificate of Insurance – Complete the form and return with the above. Please have the agent provide a Certificate of Insurance listing Wells Fargo Bank, N. A., its Successors and Assigns, as Loss Payee and Additional Insured. The certificate can be emailed to me at [email protected] or faxed to me at 877-542-4713
11. Titled Equipment Agreement & Acknowledgement – complete the middle section, have signed where indicated
12. Advance Payment and Documentation Fee – please remit a check for the advance payment and documentation fee when returning the signed documents
13. Opinion of Counsel – please have the legal counsel for the City of Commerce review the documentation and provide an opinion letter. The letter must be printed on the letterhead of the attorney
14. Online Account Management Information – provided for your information
15. IRS 8038 G Form / Instructions – complete the form and overnight directly to the IRS using the Federal Express billing provided. Prior to sending to the IRS, please email a copy to me at [email protected].
All documents requiring a signature must be signed by an authorized officer. Please return all documents along with the Certificate of Insurance to my attention. Please retain for your records copies of the original documents.
Unless requested, you will not receive a copy following funding of the transaction.
If you have any questions regarding the enclosed, please do not hesitate to contact me at 505-765-5259.
Sincerely,
Diane L. Kaiser
Equipment Finance Contract Consultant
Bank Qualified Designation v0324ADA Page 1 of 1
Bank Qualified Designation
Wells Fargo Bank, N.A. | 600 South 4th Street | MAC N9300-100 | Minneapolis, MN 55415 Agreement Number 200-0001363-000 dated as of September 19, 2024 Name and Address of Customer:
City of Commerce
2535 Commerce Way
Commerce, CA 90040-1410
Customer hereby designates the financing arrangement corresponding to the account number set forth above (the “Agreement”) to which this Designation is attached, as a “qualified tax-exempt obligation” for the purposes and within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. Customer hereby represents that Customer reasonably anticipates that Customer and other entities that Customer controls will not issue tax-exempt obligations (including the Agreement) that exceed the aggregate principal amount of $10,000,000 during the calendar year in which the Agreement is executed and delivered and interest commences to accrue thereunder.
This Designation is attached to and made a part of the Agreement.
Executed On:
Customer:
Signature of Authorized Signer
Print Name and Title
Municipal Resolution 0324ADA
FORM OF AUTHORIZING RESOLUTION
A RESOLUTION OF THE GOVERNING BODY OF CITY OF COMMERCE, AUTHORIZING THE EXECUTION AND DELIVERY OF
AGREEMENT NUMBER SAMPLE WITH RESPECT TO THE ACQUISITION, PURCHASE, FINANCING AND/OR LEASING OF CERTAIN EQUIPMENT FOR THE PUBLIC BENEFIT; AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS REQUIRED IN CONNECTION THEREWITH; AND AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION.
WHEREAS, City of Commerce(the "Lessee"), a body politic and corporate duly organized and existing as a political subdivision, municipal corporation or similar public entity of the State of California is authorized by the laws of the State of California to purchase, acquire and lease personal property for the benefit of the Lessee and its inhabitants and to enter into contracts with respect thereto; and
WHEREAS, the Lessee desires to purchase, acquire and lease certain equipment constituting personal property necessary for the Lessee to perform essential governmental functions; and WHEREAS, in order to acquire such equipment, the Lessee proposes to enter into that certain Agreement Number 200-0001363- 000 dated as of September 19, 2024 (together with any applicable master lease agreement, the "Agreement"), thereto, with Wells Fargo Bank, N.A. or a subsidiary or affiliate thereof (the "Lessor"), the forms of which have been presented to the governing body of the Lessee at this meeting; and
WHEREAS, the governing body of the Lessee deems it for the benefit of the Lessee and for the efficient and effective administration thereof to enter into the Agreement for the purchase, acquisition and/or leasing of the equipment to be therein described on the terms and conditions therein provided:
Now, THEREFORE, BE IT AND IT IS HEREBY RESOLVED by the governing body of Lessee as follows:
Section 1. Approval of Documents. The form, terms and provisions of the Agreement are hereby approved in substantially the forms presented at this meeting. with such insertions, omissions and changes as shall be approved by the ___________________ of the Lessee or other members of the governing body of the Lessee executing the same, the execution of such documents being conclusive evidence of such approval; and the _______________ of the Lessee is hereby authorized and directed to execute, and the __________________ of the Lessee is hereby authorized and directed to attest and countersign, the Agreement and any related Exhibits attached thereto and to deliver the Agreement (including such Exhibits) to the respective parties thereto and the _________________ of the Lessee is hereby authorized to affix the seal of the Lessee to such documents.
Section 2. Other Actions Authorized. The officers and employees of the Lessee shall take all action necessary or reasonably required by the parties to the Agreement to carry out, give effect to and consummate the transactions contemplated thereby (including the execution and delivery of an acceptance certificate with respect to the Agreement) and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with the Agreement.
Section 3. No General Liability. Nothing contained in this Resolution, the Agreement nor any other instrument shall be construed with respect to the Lessee as incurring a pecuniary liability or charge upon the general credit of the Lessee or against its taxing power, nor shall the breach of any agreement contained in this Resolution, the Agreement or any other instrument or document executed in connection therewith impose any pecuniary liability upon the Lessee or any charge upon its general credit or against its taxing power, except to the extent that the payments payable under the Agreement are special limited obligations of the Lessee as provided therein.
Section 4. Appointment of Authorized Lessee Representatives. The ________________ and ___________________ of the Lessee are each hereby designated to act as authorized representatives of the Lessee for purposes of the Agreement until such time as the governing body of the Lessee shall designate any other or different authorized representative for purposes of the Agreement.
Section 5. Severability. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution.
Section 6. Repealer. All bylaws, orders and resolutions or parts thereof, inconsistent herewith, are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving any bylaw, order, resolution or ordinance or part thereof.
Section 7. Effective Date. This Resolution shall be effective immediately upon its approval and adoption.
ADOPTED AND APPROVED by the governing body of the Lessee this day of ____________, 20 .
City of Commerce, as Lessee ATTEST:
By: By:
Name: Name:
Title: Title:
Municipal Incumbency Certificate 0324ADA Page 1 of 1
Incumbency Certificate
Wells Fargo Bank, N. A. | 600 South 4th Street | MAC N9300-100 | Minneapolis, MN 55415 I, ___________________________, do hereby certify that I am the duly elected or appointed and acting Secretary/Clerk of City of Commerce, a political subdivision or agency duly organized and existing under the laws of the State of California, that I have custody of the records of such entity, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth opposite their respective names. I further certify that (I) the signatures set opposite their respective names and titles are their true and authentic signatures and (II) such officers have the authority on behalf of such entity to enter into Agreement Number 200-0001363-000 dated as of September 19, 2024 (including any applicable master lease agreement) .
NAME TITLE SIGNATURE
IN WITNESS WHEREOF, I have duly executed this certificate as of ___________________. ____________________________________
SECRETARY/CLERK
Opinion of Lessee’s Counsel 0324ADA
[FORM OF LEGAL OPINION]
September 19, 2024
Wells Fargo Bank, N. A.
600 South 4th Street
MAC N9300-100
Minneapolis, MN 55415
Ladies and Gentlemen:
As counsel for City of Commerce("Lessee"), I have examined Agreement Number 200-0001363-000 dated as of September 19, 2024 (together with any applicable master lease agreement, the “Lease”), between the Lessee and Wells Fargo Bank, N. A. ("Lessor"), and such other documents, instruments and records as I have considered relevant for purposes of this opinion. Based upon such examination, and such research and investigation as I deemed necessary, I am of the opinion that:
1. Lessee is a political subdivision or agency of the State of California, duly organized and existing under the laws of such state.
Lessee’s full, true and correct legal name is City of Commerce.
2. Lessee is authorized and has power under applicable law to enter into the Lease and to carry out its obligations thereunder and the transactions contemplated thereby.
3. The Lease has been duly authorized, approved, executed and delivered by and on behalf of Lessee, and is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by state and federal laws affecting remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights.
4. The authorization, approval and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable open meeting, public bidding and all other laws, rules and regulations of the State of California.
5. The execution of the Lease and the appropriation of moneys to pay the payments coming due thereunder do not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee.
6. There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or governmental body, that challenges the organization or existence of Lessee; the authority of Lessee or its officers or its employees to enter into the Lease; the proper authorization, approval and/or execution of the Lease, Exhibits thereto and other documents contemplated thereby; the appropriation of moneys to make payments under the Lease for the current fiscal year of Lessee; or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby.
7. Resolution No. _____ of the governing body of Lessee, was duly and validly adopted by such governing body on _______________, 20__, and such resolution has not been amended or repealed and remains in full force and effect.
Very truly yours,
_______________________________________
Counsel for Lessee
Instructions for Form 8038-G
(Rev. October 2021)
Information Return for Tax-Exempt Governmental Bonds
Department of the Treasury
Internal Revenue Service
Section references are to the Internal Revenue
Code unless otherwise noted.
Future Developments
For the latest information about
developments related to Form 8038-G and
its instructions, such as legislation
enacted after they were published, go to
IRS.gov/Form8038G.
General Instructions
Purpose of Form
Form 8038-G is used by issuers of
tax-exempt governmental bonds to
provide the IRS with the information
required by section 149(e) and to monitor
compliance with the requirements of
sections 141 through 150.
Who Must File
IF the issue price
(line 21, column (b))
is...
THEN, for tax-exempt
governmental bonds
issued after December
31, 1986, issuers must
file...
$100,000 or more a separate Form 8038-G
for each issue.
less than $100,000 Form 8038-GC,
Information Return for
Small Tax-Exempt
Governmental Bond
Issues, Leases, and
Installment Sales.
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-G 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 at
the following address.
Department of the Treasury
Internal Revenue Service Center
Ogden, UT 84201
Private delivery services. You can use
certain private delivery services (PDS)
designated by the IRS to meet the “timely
mailing as timely filing” rule for tax returns.
Go to IRS.gov/PDS for the current list of
designated services.
The PDS can tell you how to get written
proof of the mailing date.
For the IRS mailing address to use if
you're using PDS, go to IRS.gov/
PDSstreetAddresses.
PDS can’t deliver items to P.O.
boxes. You must use the U.S.
Postal Service to mail any item to
an IRS P.O. box address.
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.
Rounding to Whole Dollars
You may show the money items on this
return as whole-dollar amounts. To round,
drop amounts under 50 cents and
increase amounts from 50 to 99 cents to
the next dollar (for example, $1.39
becomes $1 and $2.50 becomes $3).
If two or more amounts must be added
to figure the amount to enter on a line,
include cents when adding the amounts
and round off only the total.
Definitions
Bond. This is any obligation, including
bond, note, commercial paper, installment
purchase agreement, or financing lease.
Taxable bond. This is any bond the
interest on which is not excludable from
gross income under section 103. Taxable
bonds include tax credit bonds and direct
pay bonds.
Tax-exempt bond. This is any obligation,
including a bond, installment purchase
CAUTION
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agreement, or financial lease, on which
the interest is excluded from income under
section 103.
Tax-exempt governmental bond. A
tax-exempt bond that is not a private
activity bond (see next) is a tax-exempt
governmental bond. This includes a bond
issued by a qualified volunteer fire
department under section 150(e).
Private activity bond. This includes a
bond 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 bonds is
generally determined under Regulations
section 1.148-1(f). Thus, when issued for
cash, the issue price is the first price at
which a substantial amount of the bonds
are sold to the public. To determine the
issue price of a bond issued for property,
see sections 1273 and 1274 and the
related regulations.
Issue. Generally, bonds 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 (see Regulations section
1.149(e)-1(e)(2)). However, bonds 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 bonds 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
bonds issued under a draw-down loan that
meet the requirements of the preceding
Sep 21, 2021 Cat. No. 63774D
sentence, bonds 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 bond. Likewise, bonds (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 bond.
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.
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 the available construction
proceeds of the issue that do not meet
certain spending requirements as of the
close of each 6-month period after the
date the bonds were issued. See section
148(f)(4)(C) and the Instructions for Form
8038-T.
Pooled financing issue. This is an issue
of tax-exempt bonds, the proceeds of
which are to be used to finance purpose
investments representing conduit loans to
two or more conduit borrowers, unless
those conduit loans are to be used to
finance a single capital project.
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 bonds, 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 online by visiting the IRS
website at IRS.gov/EIN. The organization
may also apply for an EIN by faxing or
mailing Form SS-4 to the IRS.
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 on 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
first date on which the issuer physically
exchanges any bond included in 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
an 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.
Complete lines 10a and 10b even
if you complete lines 3a and 3b.
Part II—Type of Issue
Elections referred to in Part II are
made on the original bond
documents, not on this form.
Identify the type of bonds issued by
entering the issue price in the box
corresponding to the type of bond (see
Issue price under Definitions, earlier).
Attach a schedule listing names and EINs
of organizations that are to use proceeds
of these bonds, 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 bonds are short-term tax
anticipation notes or warrants (TANs) or
short-term revenue anticipation notes or
warrants (RANs), check box 19a. If the
bonds 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 bond, for
example, acquiring a police car, a fire
truck, or telephone equipment through a
series of monthly payments. (This type of
bond is sometimes referred to as a
“municipal lease.”) Also check this box if
real property is directly acquired in
CAUTION
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CAUTION
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-2- Instructions for Form 8038-G (Rev. 10-2021)
exchange for a bond to make periodic
payments of interest and principal. Do not
check this box if the proceeds of the bond
are received in the form of cash, even if
the term “lease” is used in the title of the
issue.
Part III—Description of Bonds
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 figure the present value of
all payments of principal and interest to be
paid on the bond, produces an amount
equal to the purchase price, including
accrued interest. See Regulations section
1.148-4 for specific rules to figure 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 on the
issue accruing prior to the date of issue.
For definition of date of issue, see these
instructions, line 7.
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
tax-exempt bonds, including proceeds
that will be used to fund an escrow
account for this purpose.
Line 28. Enter the amount of the
proceeds that will be used to pay principal,
interest, or call premium on any taxable
bonds, 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 or taxable 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
tax-exempt bonds or taxable bonds will be
refunded, enter the date of issue for each
refunded 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 $15 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. If the issue is a pooled financing
issue (as defined under Pooled financing
issue in Definitions, earlier), enter the
amount of the proceeds used to make
loans to other governmental units, the
interest on which is tax exempt.
Line 38. If the issue is a loan of proceeds
from a pooled financing issue (as defined
under Pooled financing issue in
Definitions, earlier), check the box and
where asked for the date of issue, EIN,
and name of the issuer of the master pool
bond, enter the date of issue, EIN, and
name of the issuer of the pooled financing
issue.
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)(iv)
that permit an issuer of tax-exempt bonds
to identify a hedge for it to be included in
yield calculations for figuring 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 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. Subject to certain exceptions
under Regulations section 1.150-2(f), an
issuer must adopt an official intent, as
described in Regulations section
1.150-2(e), to reimburse itself for
preissuance expenditures within 60 days
after payment of the original expenditure.
Instructions for Form 8038-G (Rev. 10-2021) -3-
Enter the date the official intent was
adopted.
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 I, 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 preparer's 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 will vary depending on the
individual circumstances. The estimated
burden for tax-exempt organizations filing
this form is approved under OMB control
number 1545-0047 and is included in the
estimates shown in the instructions for
their information return.
If you have suggestions for making this
form simpler, we would be happy to hear
from you. You can send us comments
through IRS.gov/FormComments.
Or you can write to:
Internal Revenue Service
Tax Forms and Publications
1111 Constitution Ave. NW, IR-6526
Washington, DC 20224
Do not send the form to this address.
Instead, see Where To File, earlier.
-4- Instructions for Form 8038-G (Rev. 10-2021)