MN Rev 6 TENANT PLACEMENT AGREEMENT This Tenant Placement Agreement (“Agreement”) dated __________, between _______________________________________ (“Owner”) of the property or properties (“Property”) described in Exhibit A and Hayden & Company, LLC d/b/a/ Renters Warehouse (“Broker”), a Minnesota corporation, located at 6101 Baker Road, Suite 200, Minnetonka, MN, which is a licensed real estate brokerage company in the state of Minnesota. In consideration of the mutual terms of this Agreement, the parties agree as follows: 1. Term of Agreement: This Agreement begins on _________________ and ends on ________________ (not to exceed six (6) months), or upon tenant placement or termination according to the terms of this Agreement, if either such event precedes the end date. 2. Agreement to List and Market Property: Broker shall have the non-exclusive right to list and market the Property described below for lease, including any personal property left by Owner on site (“Property”), as described on the attached Exhibit A. 3. Representations, Role and Duties of Broker a. General role of Broker: While Broker will engage in efforts to help procure a Tenant for Owner’s Property, this is not a Property Management Agreement and the role of Broker pursuant to this Agreement shall be to list and market the property to find a prospective tenant. i. Facilitator Relationship: Broker is facilitator, as the term is defined by Minnesota law as explained in the Agency Relationships in Real Estate Transactions form, attached as Exhibit B. Broker, as facilitator, does not owe any party any fiduciary duties as described in Exhibit B, except for confidentiality. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or any other relationship other than facilitator. b. Listing and Marketing: Broker will list and market the Property through various resources deemed appropriate to Broker and advantageous to Owner, which may include print, internet and web advertising, including social media, real estate aggregators or multiple listing systems (“MLS”), and other similar resources. c. Showings and Lease Negotiation: Broker shall conduct showings to prospective tenants, and will assist in efforts to procure a lease agreement for Owner, which shall include: i. Collecting tenant information and conducting any tenant screening or background checks deemed by Broker to be appropriate or requested in writing by Owner. ii. Assisting Owner in the preparation of the lease agreement, including negotiating terms and conditions of the lease as instructed by Owner, and ensure that any lease agreement and related documentation agreeable to Owner are properly executed by Owner with copies delivered to Owner and tenant. Owner Initials ________ 1 MN Rev 6 iii. Collecting initial monies paid by tenant and forwarding the same to Landlord, including 1st rent payment, security deposit, pet deposit, and other deposit or fee related to initial tenancy. d. Tenant Warranty: Broker shall provide to Owner the “Tenant Warranty” described in the attached Exhibit C to this Agreement, subject to the terms and conditions described within such Warranty description. e. Limited Scope Agreement: Broker shall not manage Property for Owner nor shall Broker perform maintenance or any other like duties unless Broker and Owner enter into a separate Property Management Agreement. Broker’s sole responsibility is to procure a tenant acceptable to Owner, which shall serve as the basis for Broker’s compensation. Upon Owner’s acceptance and execution of lease agreement, Broker shall be relieved of all responsibilities and obligations, except to remit to Owner any copies of agreements or monies specified in this Agreement. Owner acknowledges that by entering into this Agreement, Broker does not guarantee that Property will be leased. Broker will use reasonable efforts to procure a tenant, but the availability of a tenant will be based in large part on Owner’s lease terms and whether the stated terms are market competitive. NOTICE: THE COMPENSATION FOR THE SALE, LEASE, RENTAL, OR MANAGEMENT OF REAL PROPERTY SHALL BE DETERMINED BETWEEN EACH INDIVIDUAL BROKER AND THE BROKER'S CLIENT 4. Broker Compensation and Expenses a. Commission due for Procuring Tenant: Any tenant to whom Owner leases a property, who is identified by, recommended by, or found by Broker during the term of this Agreement is deemed to have been “procured” by Broker. Once Owner enters into a lease with any tenant procured by Broker during the term of this Agreement or within 3 months before or after the expiration of this Agreement, regardless of when such lease is secured, a commission is due to Broker as identified below. For this override clause to be effective, Broker must provide to Owner, within 72 hours after the expiration of the listing agreement, a protective list identifying the potential tenant who displayed an interest in or made an inquiry about the Property. In the event a pre-lease deposit, hold agreement, or lease reservation is signed or approved by both Owner and Tenant a commission is due to Broker as identified below. b. Amount of Compensation: Owner shall pay Broker a commission as follows: i. Upon Owner’s decision to lease to a prospective Tenant procured by Broker, Owner shall pay to Broker: 1. An amount equal to 1 full month’s rent if Owner and Tenant execute a lease with a term of 17 months or less; 2. An amount equal to 1.5 month’s rent for all leases 18-35 months in duration; 3. An amount equal to 2 full month’s rent for an executed lease with a term of 36 months or longer. 4. If Owner and Tenant execute a lease-option agreement, rent-to-own agreement, or Contract for Deed, Owner shall pay Broker an amount equal to 2 full month’s rent or Contract for Deed payments. Owner Initials ________ 2 MN Rev 6 Check here ¨ and initial if you understand and agree to the above-described lease commission Owner Initials: ______ ii. The commission described above shall be due and immediately payable from Owner to Broker upon execution of a lease agreement or other agreement or document referenced above. Month's rent commission rate is calculated excluding any maintenance rent credits allocated to Tenants in 'Exhibit A' of the Renters Warehouse Lease agreement. iii. Additionally, Owner shall pay to Broker a $350.00 lease renewal fee at execution of any lease renewal executed between Owner and any tenant procured within this agreement. Upon receipt of payment of the lease renewal fee from Owner to Broker, Broker shall prepare and negotiate new lease or lease addenda terms and conduct background and credit checks upon Owners request. Owner is not responsible for payment of the lease renewal fee to Broker if the Owner renews the lease without Broker’s assistance. iv. In the event the Owner shall procure a tenant on their own, Owner may choose to use Broker’s lease forms, addenda, and background check services for a fee of $350.00. The regular commission associated with lease length would no longer be due. This $350.00 fee may be waived by Broker if Owner uses Owner’s own lease form and does not require forms or additional service from Broker. In order to qualify for this discounted commission, Owner must have procured and shown the property to the prospective tenant, without the involvement of Broker. In the event Broker showed the property to Tenant, prior to Owner showing the property, Broker has procured Tenant for the purposes of commission being due from Owner. If Owner has procured the Tenant, the Broker will not provide the Tenant Warranty otherwise made available by this Agreement. v. The compensation section (paragraph 4 of this Agreement) shall survive the termination of this Agreement if Owner leases or renews a lease with a tenant procured by Broker. 5. Representations, Responsibilities and Duties of Owner a. Condition of Property: Before advertising or marketing a Property for lease, Owner must have the Property in clean and marketable condition, as determined in the sole judgment of Broker. Broker accepts no responsibility for ordering, arranging, or coordinating any vendor services (including but not limited to cleaning, maintenance, or repair services) or rent collection services. Owner certifies that all heating, cooling, plumbing, electrical systems, and all appliances are in good working condition and Owner shall be responsible for the maintenance or replacement of same. Owner certifies that the roof, windows, and overall structure of Property is sound, that the Property is habitable (fit for rental occupancy) and the property has no water intrusion, mold, pests, rodents, or other adverse conditions that may impact Tenant’s occupancy, unless Owner has disclosed to the contrary in writing to Broker. b. Compliance with Law and Rental Restrictions: Owner certifies that Property is in compliance with all applicable laws, ordinances, and regulations of all governmental authorities. Owner is solely and individually responsible for verifying and determining whether the lease or rental of the Property requires approval from a common interest community (CIC) or other association, approval or rental permit/license from the city, municipality or other authority, and that Owner has obtained any and all necessary Owner Initials ________ 3 MN Rev 6 approvals or permits before the property is advertised by Broker as available for lease. Owner shall attach proof of ownership (i.e. copy of deed, public records, or HUD, or other closing statements) to Agreement or within 24 hours of written request by Broker. Owner certifies that the Property is not restricted by any provisions within a mortgage, contract for deed, or any other agreement or restriction which would prevent the Owner from leasing the Property according to this agreement. Owner shall be solely responsible for complying with Landlord Tenant laws, including Minnesota Statutes 504B. For more information, Owner is welcome to review the Minnesota Attorney General’s Office Landlord Tenant Handbook, found here: http://www.ag.state.mn.us/consumer/housing/lt/default.asp c. Compliance with Declaration of Condominium, Taxes & Assessment: If Property is a condominium/townhome or governed by a Homeowner’s Association, any lease negotiated on Owner’s behalf shall be subject to the Association Rules and Regulations. Owner agrees to provide copies of any rules, regulations, or restrictions to Broker and to Tenant, which may impact a prospective Tenant’s occupancy. Owner is individually responsible for providing prospective Tenant, association, or both, with any and all applicable documentation, approval forms, or the like. d. Keys and Access: Upon execution of this Agreement, Owner must provide a minimum of 2 sets of keys for each door lock, security/pool keys, mailbox keys, garage door openers, gate cards and security passes, and shall supply Broker with all codes and combinations for locks keypads, etc., if any. Owner certifies that Broker is authorized to access the Property and common areas (if Property is within an association or similar community where access to common areas is relevant). Owner _____ DOES or _____ DOES NOT authorize Broker to place a lockbox on the Property e. Listing for Sale: Owner is authorized to list the Property for sale with or without Broker, as this is a non-exclusive Agreement. At the time of execution of this Agreement, Property: _____ Is or _____ Is Not listed for sale. (If “Is” checked, specify brokerage with whom Property is listed: ______________), and term of listing: _______________. If Property is not currently listed for sale, Owner must immediately inform Broker if Property is subsequently listed for sale, and Owner shall cooperate with Broker to ensure the property may continue to be listed for lease. f. Inventory, Damages or Missing Items: Owner shall provide Tenant with a written inventory of personal items and furnishings within the Property which will remain in the Property during lease term. Broker is not responsible for damage to the premises or missing, lost, or damaged items or furnishings under any circumstances, including, but not limited to, theft, switching out of items, vandalism or negligence of Tenant(s), their guests or third parties. Owner is responsible for sufficiently securing valuables or personal items left in the Property in any manner deemed appropriate by Owner. Owner Initials ________ 4 MN Rev 6 g. Lease Execution, Move-in and Management: Owner shall review and execute any lease presented by Broker and acceptable to Owner, and shall personally coordinate and manage the move-in inspection, and shall maintain responsibility for any and all ongoing property management, property maintenance, or tenant communication once the lease has been executed unless Owner has chosen to enter into a Property Management Agreement with Broker, in which case Broker may be responsible for these services according to the terms of such separate agreement. h. Lease Deposits and Security Deposits: In the event that a lease reservation, prelease deposit, hold agreement, or security deposit is required, Broker is initially responsible for collection, safeguarding, and return of such deposits to any tenant in accordance with applicable law, unless otherwise forwarded to Owner, at which point Owner shall assume and becomes responsible for collection (if necessary), safeguarding, and return of such deposits to any tenant in accordance with applicable law. The Broker shall collect all monies initially required for tenancy by prospective Tenant on behalf of Owner, however, once collected, Broker shall issue a receipt confirming all amounts paid by tenant and release to owner all net proceeds due to Owner, after deducting from such net proceeds any and all commissions and/or fees due from Owner to Manager. Broker is authorized to apply initial funds collected, including any payments collected on behalf of Owner, to satisfy commissions and/or fees to Broker. To the extent the commission or fees due from Owner to Broker exhaust the funds paid by Tenant, Owner shall be solely responsible to replenish, safeguard, and/or return to Tenant any deposit or other funds for which Owner is responsible to Tenant. In the event Owner engages the services of Broker as property manager, the terms of that Property Management Agreement shall further modify or supersede this provision, regarding the management of deposits and funds held by Broker. Any deposits held by Broker may be placed in a separate account or trust account if required by law. However, if Broker releases Deposits to Owner upon termination/expiration of this Agreement or for any other reason, Owner then assumes full responsibility for collection (if necessary), safeguarding, and return of such deposits. Owner Initials: _________ i. Lease Rate: Once a lease rate has been identified and agreed to by Broker and Owner, Owner shall not engage in any marketing or advertising which would suggest a lower rental rate would be acceptable to Owner, unless Owner has agreed to allow Broker to market a lower rental rate. j. Complaint Resolution: It is agreed that Broker shall have an opportunity to resolve any concerns or complaints identified by Owner before Owner makes a complaint or adverse claim against Broker to any third party. Owner agrees to identify in writing any concern or question Owner has regarding the services provided by Broker and to allow Broker an opportunity to resolve such concern, before making, filing or publishing any form of complaint, demand, critique, or dispute against Broker. k. Additional Owner Representations and Warranties: Owner represents and warrants that Owner has full power and authority to enter into this Agreement, that there are no written or oral agreements affecting the Property other than identified in writing to Broker in advance of execution of this Agreement, and that the information supplied by Owner is dependable and accurate, and that any loans, notes, mortgages, dues or other obligations are fully paid and are current without defaults. In the event Owner should default on any such obligations, Owner shall notify Broker within 14 days of such default. Such default, or failure to properly identify such default shall constitute a breach of this Agreement. Owner Initials ________ 5 MN Rev 6 6. No Cancellation Fee for Cancellation: This Agreement contains no cancellation fee. Broker or Owner may unilaterally cancel this Agreement subject to the requirements contained in paragraph 11 below. In the event Owner cancels this Agreement before a tenant is procured or a lease is executed, no compensation, commission, or fees are due to Broker unless Owner and Broker have executed a separate agreement by which Broker is entitled to compensation or fees. 7. Property Reservation Agreement: In the event Owner enters a Property reservation (or “hold”) agreement with a prospective Tenant, Broker’s commission is earned at the time of such Property reservation agreement. In the event either Owner or Tenant choose not to execute a lease, Owner shall be responsible for properly disbursing any Property reservation funds as required by law, and for paying Broker’s commission. 8. Tenant Screening and Approval a. Tenant Approval: Tenant approval is at the discretion of the Owner only, and shall be subject to all Fair Housing Laws and any and all other municipal, state, and federal law. Broker shall not approve or deny tenants, except as necessary for the Tenant Warranty. Broker shall be indemnified and held harmless from any Owner decision, conduct or statement which violates or is alleged to violate applicable law. Fair Housing Notice: Owner shall not refuse to lease to or discriminate in the terms, conditions or privileges of lease to any person due to his/her race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, handicap (whether physical or mental), sexual orientation, or family status. Owner understands further that local ordinances may include other protected classes. b. Broker Assistance with Tenant Screening: Broker will assist Owner in identifying the prospective tenant’s qualifications or background and will relay the information identified in a credit check, background check, rental history verification, or similar investigation as authorized by law. Broker shall obtain information identified in a credit check, background check, rental history verification or similar lawful investigation through a third-party provider which engages in the business of obtaining such information. Broker makes no representations and warranties as to the accuracy or completeness of the information provided by the third-party provider or to the accuracy or completeness of the information made available to the third-party provider in conducting an investigation. Broker assumes no liability for any damages, losses, claims, injury, fees or expenses incurred on behalf of Owner with respect to any information improperly identified in a credit check, background check, rental history verification or similar investigation, or omitted information. In the event an investigation of a tenant or potential tenant fails to identify information or improperly identifies information related to said tenant or potential tenant’s credit, criminal and/or rental history, Owner agrees to indemnify and hold Broker harmless from all loss, investigation, suits, damage, cost, expense, attorneys’ fees, liability or claims that arise as a result thereof. 9. Broker Assumes No Liability: Broker assumes no liability for any damages, losses, theft, lost rental income, legal expenses, or acts of omission by the tenant as a result of placed tenant. Broker cannot and will not guarantee tenant behavior, actions, or ability to pay. Broker assumes neither liability nor responsibility for rental ads placed by third parties. False ads should be reported to Broker immediately. Broker assumes no liability for any acts or omissions of Owner or previous Owners or previous brokers. Broker assumes no liability for default by any tenant. Broker assumes no liability for violations of environmental or other regulations which may Owner Initials ________ 6 MN Rev 6 become known during the term of this Agreement. Any such regulatory violations or hazards discovered by Broker shall be brought to the attention of Owner, and Owner shall promptly cure them. 10. Indemnification for Owner or Tenant Acts/Inactions/Omissions a. Generally: Owner shall indemnify, defend and save Broker harmless from all loss, investigation, suits, damage, cost, expense (including attorneys’ fees), liability or claims for personal injury or property damage incurred or occurring in, on or about the Property. b. Indemnification Survives Termination: All representations and warranties of the parties contained herein shall survive the termination of this Agreement. All provisions of this Agreement that require Owner to have insured or to defend, reimburse or indemnify Broker shall survive any termination. If Broker becomes involved in any proceeding or litigation by reason of having been Owner's Broker, such provisions shall apply as if this Agreement were still in effect. 11. Termination a. Early Termination: This Agreement may be terminated by either party at any time upon 14 days notice. b. Termination for Violation of Agreement or Law: Broker reserves the right to terminate this Agreement upon 14 days written notice if Owner breaches this Agreement. Broker reserves the right to terminate this Agreement immediately if Owner is found in violation of any federal, state or local law, or which could create a liability for Broker or prove harmful to Broker’s goodwill and reputation, or otherwise endanger Broker in any way. c. Owner Responsible for Payments: Upon termination, Owner shall pay Broker any fees, commissions, and expenses which are already due to Broker, but no termination fee shall be charged. 12. Rights Cumulative; No Waiver: The exercise of any right or remedy provided in this Agreement shall not be an election of remedies, and each right and remedy shall be cumulative. The failure of either party to this Agreement to insist at any time upon the strict observance or performance of any of the provisions of this Agreement, or to exercise any right or remedy provided in this Agreement, shall not be construed as a waiver of such right or remedy with respect to subsequent defaults. Every right and remedy provided in this Agreement may be exercised from time to time and as often as may be deemed expedient by the party exercising such right or remedy. 13. Applicable Law and Partial Invalidity: The interpretation of this Agreement shall be governed by the laws of the State of Minnesota. Any action arising under this Agreement shall be brought in district court in Hennepin County, Minnesota. Owner Initials ________ 7 MN Rev 6 14. Complete Agreement: This Agreement shall be binding upon the parties, and each of their respective heirs, executors, administrators, successors and assigns. There are no warranties or representations not herein contained. Terms of this Agreement are incorporated if not rejected. This Agreement may be amended at any time by Broker with written notice given to Owner within a reasonable time. OWNER: OWNER: By ______________________________ Owner Signature By________________________________ Owner Signature By ______________________________ Owner Name (print please) By________________________________ Owner Name (print please) Date ____________________________ Date ______________________________ BROKER: By ______________________________ Authorized Agent for Broker By ______________________________ Agent (print please) Date ____________________________ 8 MN Rev 6 EXHIBIT A PROPERTY INFORMATION Owner: ______________________________Ph #:________- _________-________ Owner: ______________________________Ph #:________- _________-________ Company or LLC Name: ___________________________________________________ Email Address:________________________________@____________________.COM Owner Mailing Address: ________________________________________________ Rental Property Address: ____________ # of Bedrooms:_________ # of Bathrooms: __________ # of Garages: ______________ Year Built: _____________ (Prior to 1978 - Lead Based Paint Addendum Req’d.) Square Footage: _____________ Fireplace: ___________ Mailbox #: ______________ Water: (T or O) Provider:________________ Avg. Monthly $:____________________ Electric: (T or O) Provider: ______________ Avg. Monthly $: ___________________ Gas: (T or O) Provider: ________________ Avg. Monthly $:_____________________ Trash: (T or O) Provider:________________ Avg. Monthly $ : ____________________ Pool (yes or no) Air Conditioning (yes or no) Pool Maintenance: (T or O ) HOA Dues: $___________ Who Pays: (T or O ) Name of HOA: ___________________ HOA Contact Person: _______________________ Ph # _______- ________-________ What is Included in Association Dues?:________________________________________ When is the Property Available for Move in?: ________/__________/____________ Pets Allowed: ( yes or no ) Deposit Amount: $ __________________________ Smoking Allowed: ( yes or no) Deposit Amount: $ __________________________ Property Identification Number: County: ________________ 9 MN Rev 6 Do you have a maintenance protection plan? I.E. Center Point or Xcel or Home Warranty? ( Y or N ) Name of Company: ____________________________ Acct # ______________________________________ Contact #: ___________________________________ Is this 24 hours: ( Yes or No ) Maintenance protection plan covers: __________________________________________ Lockbox Code: _____________ Key: ( yes or no ) Garage Code: Agreed Upon Rental Range: Low:____________________ High:___________________ Specific Vendors: Any vendors you wish to have Renters Warehouse specifically use? Name: _________________________________________________________________ Trade/ Profession: ________________________________________________________ Phone Number: __________________________________________________________ Email: __________________________________________________________________ Emergency Contact Info: Name: __________________________________________________________________ Phone: _________________________________________________________________ Email: __________________________________________________________________ 10 MN Rev 6 EXHIBIT B AGENCY RELATIONSHIPS IN REAL ESTATE TRANSACTIONS (Minnesota Law now requires you sign an agency disclosure) 11 MN Rev 6 EXHIBIT C TENANT WARRANTY This Tenant Warranty (“Warranty”) shall begin on the date Tenant takes occupancy of the Property and shall terminate 180 days after said date. *This Warranty period may be extended to 270 days in duration if Owner engages the services of Broker as a property manager, by executing a separate Property Management Agreement with Broker. Tenant(s): ____________________________________Occupancy date: If Owner has evicted Tenant or Tenant has defaulted or terminated the Agreement and as a result, the Property must be leased to a new Tenant within 180-270 days after occupancy begins with the initial Tenant under the Tenant Placement Agreement, Owner may request Warranty coverage from Broker. To request coverage, Owner must submit a written notice mailed by certified mail to Broker at the following address: Hayden & Co., LLC, d/b/a Renters Warehouse 6101 Baker Rd, Suite 200 Minnetonka, Minnesota 55345 Warranty coverage: This Warranty provides Owner with the benefit of Broker offering the Tenant Placement services outlined in the Tenant Placement Agreement at no charge and to find a replacement Tenant for the specific property or unit covered by the Agreement. This Warranty is not applicable for any other property owned by Owner. If, during the Warranty coverage period, Owner or another company procures a replacement tenant, or Owner retakes possession of the property, the Warranty is deemed satisfied. Broker’s Warranty coverage is limited to efforts by Broker to find a replacement tenant, and Broker bears no responsibility for any commission, fee, or payment due from Owner to any other broker or company engaged by Owner. Once a replacement Tenant has been procured, the Warranty coverage shall be deemed satisfied and terminated, with no further or repeat coverage available. This Warranty is non-transferrable, nonassignable, and expires within 180-270* days after the initial Tenant is procured by Broker. This Warranty has no independent value nor may it be sold or redeemed for cash. Broker shall not be liable for any past rent, late fees, damages, any court fees, legal expenses, or unpaid utilities as a result of tenant placement or tenant default. Broker makes no additional warranties or promises, whether implied or otherwise. Broker must approve tenant, prior to lease execution, for this Warranty to be valid. Broker has sole and unilateral authority to determine whether tenant “qualifies” for Owner to obtain this warranty coverage, based on Tenant’s background check, credit history, previous rental history, employment, or income verification and similar considerations. Tenant Approved by Broker for purposes of Warranty coverage: _____________________________ Owner Signature Date Yes No ________________________________ Agent For Broker Date 12 W-9 Form (Rev. December 2011) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. Print or type See Specific Instructions on page 2. Name (as shown on your income tax return) Business name/disregarded entity name, if different from above Check appropriate box for federal tax classification: Individual/sole proprietor C Corporation S Corporation Partnership Trust/estate Exempt payee Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ▶ Other (see instructions) ▶ Address (number, street, and apt. or suite no.) Requester’s name and address (optional) City, state, and ZIP code List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Social security number Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. Employer identification number Part II – – – Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4. Sign Here Signature of U.S. person ▶ Date ▶ General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income. Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. Cat. No. 10231X Form W-9 (Rev. 12-2011)
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