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C2009-250 - 6/30/2009 - Approved
ri'Irl'ir CISCQ Key Government Finance, Inc. 1000 South McCaslin Boulevard Wednesday, June 10, 2009 Superior, CO 80027-9456 City of Corpus Christi MIS Director and CIO, Michael Armstrong 1201 Leopard St. Corpus Christi, TX 78401 Re: Key Government Finance, Inc. Property Schedule No. 3 Dear Mr. Armstrong: Enclosed, please find two (2) sets of financing documents for your review and execution. (If these documents were emailed to you, please pdnt out two (2) sets.) Execute both sets and return all of the originals to my attention. The original sets of the executed documents are required prior to funding your transaction. To expedite the return of these documents, please overnight them to me using Key Government Finance's FedEx account #308222926, and send to: KEY GOVERNMENT FINANCE. INC. ATTN: SUZANNE WAGNER 1000 S. MCCASLIN BLVD. SUPERIOR, CO 80027. All fully executed documents must be returned no later than Wednesday, June 24"', 2009; otherwise, the transaction may be subject to re-pricing. Only the person with Signing Authority should execute the documents. For verification of original documents, please execute in blue ink. Upon closing, Key Government Finance will return a fully executed original set for your files. Please refer to the enclosed Document Checklist when preparing the documents. Executed documents reauired for funding are: 1. Property Schedule No. 3 2. Property Description and Payment Schedule (Exhibit 1) 3. Lessee's Counsel's Opinion (Exhibit 2) 4. Lessee's Certificate (Exhibit 3) 5. Payment of Proceeds Instructions (Exhibit 4) 6. Acceptance Certificate (Exhibit 5) 7. Bank Qualification and Arbitrage Rebate (Exhibit 6) 8. Certificate of Insurance -Required prior to funding. 9. Notification of Tax Treatment. 10. 8038-G IRS form with Report Number filled in - Orig)nal required to be submitted to the IRS at funding, which we will submit on your behalf. 11. Invoicing Instructions -Required in order to ensure that invoices are directed to the proper area in your organization. 12. Escrow Agreement 13. First Payment Please contact me at 720-304-1419 with any questions or concerns you may have. Sincerely, Suzanne Wagner, Account Manager 2009-250 M2009-183 06/30/09 Key Government Finance art#of INDEXED manually executed counterparts. Only counterpart # 1 constitutes chattel paper DOCUMENTATION CHECKLIST ^ Propertv Schedule 3* ^ Property Description and Pavment Schedule -Exhibit 1 ^ Lessee's Counsel's Opinion -Exhibit 2. Exhibit 2 is the standard legal opinion used by Key Government Finance, Inc.. This opinion will need to be processed by your attorney on their letterhead. Your attorney will want to review the Lease/Purchase Agreement. ^ Lessee's Certificate -Exhibit 3. Please fill in the date of the meeting of the governing body, referenced in section 1. We would also like a copy of those minutes or board resolutions for our files. ^ Pavment of Proceeds Instructions -Exhibit 4. This is the Vendor payment information. ^ Acceptance Certificate -Exhibit 5. The date of Acceptance will need to be filled in with the date the equipment is installed and accepted. ^ Bank Qualification and Arbitrage Rebate -Exhibit 6 ^ Request for Certificate of Insurance -Please fill out the form and fax it to your insurance company. The Insurance Certificate is required prior to funding. ^ Notification of Tax Treatment ^ 8038-G -The purpose of this form is to report to the IRS that we have completed atax-exempt financing. Per the Internal Revenue Service, you are required to fill in the Report Number information for Line 4 (the form included in your package is an 8038-G). 8038-G Line 4. After the preprinted 3, enter two calendar year (e.g., 334, 335, etc.). to complete vour financing ** numbers. Number reports consecutively during any ^ Invoicing Instructions -The information you provide enables us to invoice you correctly. ^ Escrow Agreement Please keep copies of Exhibit A (Form of Requisition of Costs of Property) and Schedule 1 (Disbursement Schedule). When you are ready to disburse funds from Escrow, you will need to sign and fill in both Exhibit A and Schedule 1. Along with those 2 forms, we will need copies of invoices. Exhibit 5 (Acceptance Certificate) will need to be filled out when the project is complete and it is your final payment request. ^ Invoice for 1't Pavment *The items above marked with an asterisk require a signature in the presence of a witness/attestor. The attesting of the signature does not require a notary, but the signature of a person present at the time the document is signed. KEYCORP CONFIDENTIAL -This is counterpart # _ of _ manually executed counterparts. Only counterpart # 1 constitutes chattel paper Property Schedule No. 3 Master Tax-Exempt Lease/Purchase Agreement This Property Schedule No. 3 is entered into as of the Commencement Date set forth below, pursuant to that certain Master Tax- Exempt Lease/Purchase Agreement (the "Master Agreement"), dated as of 4/2/2009, between Key Government Finance, Inc., and City of Corpus Christi. 1. Interpretation. The terms and conditions of the Master Agreement are incorporated herein by reference as if fully set forth herein. Reference is made to the Master Agreement for all representations, covenants and warranties made by Lessee in the execution of this Property Schedule, unless specifically set forth herein. In the event of a conflict between the provisions of the Master Agreement and the provisions of this Property Schedule, the provisions of this Properly Schedule shall control. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement. 2. Commencement Date. The Commencement Date for this Property Schedule is 6/23/2009. 3. Prooertv Description and Pavment Schedule. The Property subject to this Property Schedule is described in Exhibit A hereto. Lessee shall not remove such property from the locations set forth therein without giving prior written notice to Lessor. The Rental Payment Schedule for this Property Schedule is set forth in Exhibit 1. 4. Opinion. The Opinion of Lessee's Counsel is attached as Exhibit 2. 5. Lessee's Certificate. The Lessee's Certificate is attached as Exhibit 3. 6. Proceeds. Lessor shall disburse the proceeds of this Property Schedule in accordance with the instructions attached hereto as Exhibit 4. 7. Acceptance Certificate. The form of Acceptance Certificate is attached as Exhibit 5. 8. Addiiional Purchase Option Provisions. In addition to the Purchase Option provisions set forth in the Master Agreement, Rental Payments payable under this Property Schedule shall be subject to prepayment as follows: See termination amount in Exhibit 1 (Payment Schedule), subject to per diem adjustment. 9. Bank Qualification and Arbitrage Rebate. Attached as Exhibit 6. 10. Expiration. Lessor, at its sole determination, may choose not to accept this Property Schedule if the fully executed, original Agreement (including this Property Schedule and all ancillary documents) are not received by Lessor at its place of business by 6/24/2009. IN WITNESS WHEREOF, Lessor and Lessee have caused this Property Schedule to be executed in their names by their duly authorized representatives as of the Commencement Date above. Lessor: Ke overnme t Fin ce, Inc B: Name: Contracts Manager Title: Lessee: Cit of Cor us Christi B : Mfr/ ~ ~d~r Name: ~ CI Title: Title: Approved astofonn: AUiHORIZEa ~~ aT COUNCIL.. a Lisa Aguil r Assistant ty Attorney ~^,~ ~ r-or City Attomey SECRfTAR~ .~... ~.._ _ __.._.___~ u .. ...........n., e.,e..~ded rnunlarmrfe only rn„nfemaA M 1 rnnefi}ufne ehaHel nanny EXHIBIT 1 Property Description and Payment Schedule Re: Property Schedule No. 3 to Master Tax-Exempt Lease/Purchase Agreement between Key Government Finance, Inc. and City of Corpus Christi. The Property is as follows: The Property as more fully described in Exhibit A incorporated herein by reference and attached hereto. EQUIPMENT LOCATION: 1201 Leopard St., Corpus Christi, TX 78401 USE: Data Storage -This use is essential to the proper, efficient and economic functioning of Lessee or to the services that Lessee provides; and Lessee has immediate need for and expects to make immediate use of substantially all of the Property, which need is not temporary or expected to diminish in the foreseeable future. Rental Payment Schedule If the Due Dates are not defined in this Rental Payment Schedule, they shall be defined as the first day of each annually period of this Rental Payment Schedule commencing with the Acceptance Date. Total Principal Amount $508,129.45 Pa ment No. Due Date Rental Pa ment Princi al Interest Termination 1 23-Jun-2009 111,534.58 111,534.58 0.00 408,492.72 2 23-Jun-2010 111,534.58 92,178.10 19,356.48 313,549.27 3 23-Jun-2011 111,534.58 96,677.01 14,857.57 213,971.95 4 23-Jun-2012 111,534.58 101,395.49 10,139.09 109,534.60 5 23-Jun-2013 111,534.58 106,344.27 5,190.31 0.00 Lessee: Cit of Co~~r++us Ch//risti B : ~ L~~vw Name: 1 ~ r Title: CL J V EXHIBIT A ~Gble - ~ I C W{IezrYi: }hrR]az Fiber Oppe Pnkh Csud ~~~~~ .Cable • Ln Ltt EAsplcx(Lt ISrpka]'ibre t3jo-tic Vetch Qad I :32 $-1tYl33fiPk1 f®bfe,Sfebnnet CSbk: Csble-'xn lC'Y?upie,J1.C I,vpk•t Fi5,.r cym Patchi:<md '. ~ '6YlSSt7Cl9 t'able-Sn ii:{A}`I n/14:I4ipkrlibvr [?}t' }`n[chtbni }rsteiligerrt St~rage[lemeat farfmpriae:p30-}nwRigerst5toraga flrmerit (f5ttj tx 9 t~8"~4{M~! p><+pfita 7iYal l.uiudm power n^rM,bu..d rail kit. and airi•ssarvLt }kdda upmtvin C2)13aLat aa. 1}atanced teer UaiaPac l$lll! 13-f5'ilf#a4i-f~ ftilax¢al'14s Uatsi'ac krc 6n}rise M%tand Finpti.calAYi a"ith lhlB of Ha}am¢d Tier ' '.atrxage CaFaccity Tier Datal'ae t9.rY(IA 2 3Q.~7~QC0 Ca},adty Tra[LhNa~&upm}.mne lYJp std F.mpaizc 3tTyJwnh Ailili rN t`st+agty'tks '.. xaoraga. 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EXHIBIT 2 Lessee's Counsel's Opinion [To be provided on letterhead of Lessee's counsel.] [Address to Lessor and Lessee] RE: Property Schedule No. 3 to Master Tax-Exempt Lease/Purchase Agreement between Key Government Finance, Inc. and City of Corpus Christi. Ladies and Gentlemen: We have acted as special counsel to City of Corpus Christi ("Lessee"), in connection with the Master Tax-Exempt Lease/Purchase Agreement, dated as of 4/212009 (the "Master Agreement"), between City of Corpus Christi, as lessee, and Key Government Finance, Inc. as lessor ("Lessor'), and the execution of Property Schedule No. 3 (the "Property Schedule") pursuant to the Master Agreement. We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement and Property Schedule. As to questions of fact material to our opinion, we have relied upon the representations of Lessee in the Master Agreement and the Property Schedule and in the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion that, under existing law: 1. Lessee is a public body corporate and politic, duly organized and existing under the laws of the State, and has a substantial amount of one or more of the following sovereign powers: (a) the power to tax, (b) the power of eminent domain, and (c) the police power. 2. Lessee has all requisite power and authority to enter into the Master Agreement and the Property Schedule and to pertorm its obligations thereunder. 3. The execution, delivery and performance of the Master Agreement and the Property Schedule by Lessee has been duly authorized by all necessary action on the part of Lessee. 4. All proceedings of Lessee and its governing body relating to the authorization and approval of the Master Agreement and the Property Schedule, the execution thereof and the transactions contemplated thereby have been conducted in accordance with all applicable open meeting laws and all other applicable state and federal laws. 5. Lessee has acquired or has arranged for the acquisition of the Properly subject to the Property Schedule, and has entered into the Master Agreement and the Property Schedule, in compliance with all applicable public bidding laws. 6. Lessee has obtained all consents and approvals of other governmental authorities or agencies which may be required for the execution, delivery and performance by Lessee of the Master Agreement and the Property Schedule. 7. The Master Agreement and the Property Schedule have been duly executed and delivered by Lessee and constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with the terms thereof, except insofar as the enforcement thereof may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other laws of equitable principles of general application, or of application to municipalities or political subdivisions such as the Lessee, affecting remedies or creditors' rights generally, and to the exercise of judicial discretion in appropriate cases. 8. As of the date hereof, based on such inquiry and investigation as we have deemed sufficient, no litigation is pending, (or, to our knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of the vcvnr.oo nnr.,onu,r~ni Tti~~ :e ,...~~.ae...~N x of manually ovecufed nmmfemarte rlnly nnunfernarf # 1 rnnslifufes rhaHel oaoer Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal of or interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Properly Schedule. 9. The Lessee is a political subdivision within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder, and the portion of payments identified as the interest component of the rents (as set forth in the payment schedule attached to the Property Schedule) will not be includable in Federal gross income of the recipient under the statutes, regulations, court decisions and rulings existing on the date hereof and consequently will be exempt from Federal income taxes. This opinion may be relied upon by Lessor, its successors and assigns, and any other legal counsel who provides an opinion with respect to the Property Schedule. Very truly yours, sy: DO NOT SIGN THIS FORM -MUST BE ON LETTERHEAD OF LESSEE'S COUNSEL Dated: ~.~.......,., .~...,~,,.vur,n, 'r ................r.......A N of manually f.voculed crnmfemarla Only ernm}emart # 1 constitutes chattel oaner EXHIBIT 3 Lessee's Certificate Re: Property Schedule No. 3 to Master Tax-Exempt LeaselPurchase Agreement between Key Government Finance, Inc. and City of Corpus Christi. The undersigned, being the duly elected, qualified and acting of the City of Corpus Christi ("Lessee") do hereby certify, as of 6/23/2009, as follows: 1. Lessee did, at a meeting of the governing body of the Lessee held on o~U VIQ 3r7, 2009 , by resolution or ordinance duly enacted, in accordance with all requirements of law, approve and authorize the execution and delivery of the above-referenced Property Schedule (the "Property Schedule") and the Master Tax-Exempt LeaselPurchase Agreement (the "Master Agreement") by the following named representative of Lessee, to wit: NAMEOF EXECUTING OFFICIAL TITLE SIGNATURE (Official who signed the documents.) OF EXECUTING OFFICIAL i OF EXECUTING OFFICIAL ~ ~Co r ~- And/ Or 2. The above-named representative of the Lessee held at the time of such authorization and holds at the present time the office set forth above. 3. The meeting(s) of the governing body of the Lessee at which the Master Agreement and the Property Schedule were approved and authorized to be executed was duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, and the enactment approving the Master Agreement and the Property Schedule and authorizing the execution thereof has not been altered or rescinded. All meetings of the governing body of Lessee relating to the authorization and delivery of Master Agreement and the Property Schedule have been: (a) held within the geographic boundaries of the Lessee; (b) open to the public, allowing all people to attend; (c) conducted in accordance with internal procedures of the governing body; and (d) conducted in accordance with the charter of the Lessee, if any, and the laws of the State. 4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default or an Event of Nonappropriation (as such terms are defined in the Master Agreement) exists at the date hereof with respect to this Property Schedule or any other Property Schedules under the Master Agreement. 5. The acquisition of all of the Property under the Property Schedule has been duly authorized by the governing body of Lessee. 6. Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Rental Payments scheduled to come due during the current budget year under the Property Schedule and to meet its other obligations for the current budget year and such funds have not been expended for other purposes. 7. As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of the Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal of or interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Property Schedule. By: vvvnnnn nnc,oncr.,Tini Tu. ~.. ....~~..~e.....w w ..i mom rally crenated cnuntnrnade Only cnunfemaM $ 1 nnnetitutne nhaffwl naoP.f EXHIBIT 4 nt of Proceeds Instructions Key Government Finance, Inc. 1000 South McCaslin Blvd. Superior, CO 80027 Re: Property Schedule No. 3 (the "Property Schedule") to Master Tax-Exempt Lease/Purchase Agreement between Key Government Finance, Inc. ("Lessor") and City of Corpus Christi ("Lessee"). Ladies and Gentlemen: The undersigned, an Authorized Representative of the Lessee hereby requests and authorizes Lessor to disburse the net proceeds of the Property Schedule as follows: Name of Payee: Kev Bank N.A By check City of Corpus Christi By wire transfer X By: is !/~f/ Name 7 L ~ Title: ~/1 ~1(.@~ctGP.P" ~.~ .......... ......~,..r.,r, n, r,.._ ._ __.._.,...._w r ..( m~nii~ll,. omndcd nnunfarnarfe (lniv enunfarnarf $ 1 nnns}itufne rhaffP.l oaoar EXHIBIT 5 Acceptance Certificate Key Government Finance, Inc. 1000 South McCaslin Blvd. Superior, CO 80027 Re: Property Schedule No. 3 to Master Tax-Exempt Lease/Purchase Agreement between Key Government Finance, Inc. and City of Corpus Christi Ladies and Gentlemen: In accordance with the above-referenced Master Tax-Exempt Lease/Purchase Agreement (the "Master Agreement"), the undersigned ("Lessee") hereby certifies and represents to, and agrees with, Key Government Finance, Inc. ("Lessor"), as follows: (1) The Property, as such terms are defined in the above-referenced Property Schedule, has been acquired, made, delivered, installed and accepted on the date indicated below. (2) Lessee has conducted such inspection andlor testing of the Property as it deems necessary and appropriate and hereby acknowledges that it accepts the Property for all purposes. (3) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default or an Event of Nonappropriation (as such terms are defined in the Master Agreement) exists at the date hereof. Date: D(pl ~o~o-I City of Corpus Christi as Lessee By: Narr Title ri._ ._ -_..-~-_-~ [~ ~[ .......~...IL. nvnnulnA nnunlmm~dr [~nh. rnunlnrmrl $ 1 nnnelib,lne r6nHu roncr EXHIBIT 6 Bank Qualification And Arbitrage Rebate Key Government Finance, Inc. 1000 South McCaslin Blvd. Superior, CO 80027 Re: Property Schedule No. 3 to Master Tax-Exempt LeaselPurchase Agreement Key Government Finance, Inc. and City of Corpus Christi Qualified Tax-Exemot Obligation This section intentionally left blank Arbitraoe Rebate. Pursuant to Treasury Regulations Section 1.148-7(d), the gross proceeds of this Property Schedule will be expended for the governmental purposes for which this Property Schedule was entered into, as follows: at least 15% within six months after the Commencement Date, at least 60% within 12 months after the Commencement Date, and 100% within 18 months after the Commencement Date. If Lessee is unable to comply with Section 1.148-7(d) of the Treasury Regulations, Lessee shall compute rebatable arbitrage on this Agreement and pay rebatable arbitrage to the United States at least once every five years, and within 60 days after payment of the final Rental Payment due under this Agreement. Lessee: Cit of Cor us Christi B: Name: I ~~Cb Title: J U vwnnnn ~nu~,nnu~r,n, ~r~. ..-~~.__.~ u ..i n.nn.~nll.. n..nniilnA nnunlnrmdn l1n L. nn..n~mm~A fI ~ nnnnHf..Ine nFnHnl nnnn~ **Please fill out this form and fax it to your insurance company** Request for Certificate of Insurance ro: Insurance Carrier: (Name) (Address) _ (Address) (Contact Name) (Contact Phone) (Contact Fax) _ FROM: Customer/Lessee: City of Corpus Christi 1201 Leopard St. Corpus Christi, TX 78401 Contact Name: MIS Director and CIO Michael Armstrong Contact Phone: 361-826-3735 Contact Fax: 361-880-3741 City of Corpus Christi is in the process of financing Data Storage equipment with Key Government Finance, Inc.. City of Corpus Christi requests that Key Government Finance, Inc. be listed as "Key Government Finance, Inc., their successors and assigns" and that it be named ADDITIONAL INSURED as to liability coverage and LOSS PAYEE as to property coverage. A copy of said certificate should be forwarded to Key Government Finance, Inc. as described below. NOTE: Coverage is to include: (1) insurance against all risks of physical loss or damage to the Equipment; (2) commercial general liability insurance (including blanket contractual liability coverage and products liability coverage) for personal and bodily injury and property damage of not less than $1,000,000; and (3) if applicable, automobile liability coverage of not less than $3,000,000. Key Government Finance, Inc. is to receive 30 davs prior written notice of cancellation or material change in coverage. Qualifying language such as "endeavor to provide"; "but failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or representative" or the like will NOT be accepted and will delay funding. ^ 1. Please FAX this completed information to: Key Government Finance, Inc. Suzanne Wagner, Account Manager Phone Number: 720-304-1419 Fax Number: 866-840-3016 ^ 2. Please MAIL a Certificate of Insurance to: Key Government Finance, Inc. Suzanne Wagner 1000 S. McCaslin Boulevard Superior, CO 80027 ^ 3. Please CONTACT the Account Manager: / When faxing this Certificate. / If this cannot be completed today. / If you have any questions. ,.~,,,,,,,,,,,,,,,,~,.,~.,r,., rte.- - --°-'---~° _. _.......,~,...,,...,,....,. _.....,.e..._.._ .,_,.. __.._....__..,,, ___........__ _,._...., _.._.,. Notification of Tax Treatment Key Government Finance, Inc. is required to collect and remit sales/use tax in the taxing jurisdiction where your equipment will be located. In the event we do not receive a valid sales tax exemption certificate prior to the date your lease commences, you will be charged sales/use tax. Personal property tax returns will be filed as required by local law. In the event that any tax abatements or special exemptions are available on the equipment you will be leasing from us, please notify us as soon as possible and forward the related documentation to us. This will ensure that your leased equipment will be reported correctly. Please indicate below if you feel that your lease is subject to tax or whether a valid exemption exists. I agree that my lease is subject to sales/use tax. X I am exempt from sales/use tax. I have previously provided a completed exemption certificate to Key Government Finance, Inc. which is valid for this transaction. I am exempt from state tax but subject to local tax. I have attached a completed exemption certificate. I have a valid abatement or property tax exemption (documentation attached). If applicable to the tax rates in your state, are you outside the city limits or in an unincorporated area? Additional comments: Lessee: Cit of Cor us Christi i D B : /C I/ Name: ! . ~ ~'0~{'' Title: r J U vrvnnoo nnnlrlnrnlTlnl r1. L. :.. ........b......N M ni mnmm0o nvnnulnd noun/um~tle nnL• rnunlnmeA $ ~ nnn¢lil~dn¢ n6nHn1 mnnr INSTRUCTIONS FOR COMPLETING THE 8038 FORM Per the Internal Revenue Service, you are required to fill in the Report Number information for Line 4 (the form included in your package is an 8038-G). **We must have this information in order to complete vour financing.** 8038-G Line 4. After the preprinted 3, enter two self-designated numbers. Number the reports consecutively during each calendar year. (If this is the first tax-exempt financing that you have entered into this year, you would use the number 01. If this is the eleventh tax-exempt financing that you have entered into this year, you would use the number 11.) Additionally, please sign at the bottom of the form and remember to print your name and title. Thank you. ~~,,,.,,e.,,.,,.~~~.,~.~r~„~ rte:- °- --.._.___~ ° _° ___.._~~.. _....,....,.. _..,,....._...._ „_~.. __.._._.__... , ----.:....-- -~-°-~ ----• Form 8038-G (Rev. November 2000) Depanment or the Treasury Information Return for Tax-Exempt Governmental Obligations r (Under Internal Revenue Code section 149(e)) OMB No. 1545-0720 r See separate instructions. (Caution: If the issue price is under $100,000, use Form 8038-GC ) Reporting Authority If Amended Return, check here t ^ 1 Issuer's name 2 Issuer's employer Identification number City of Corpus Christi 74-6000574 3 Number and street (or P. 0. box if mail is not delivered to street address) Room/suite 4 Report number 1201 Leopard St. 3 5 City, town, or post office, state, and ZIP code 6 Date of issue Corpus Christi, TX 78401 7 Name of issue 8 CUSIP number Property Schedule No. 3 to Master Tax-Exempt Lease/Purchase Agreement 9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative MIS Director and CIO, Michael Armstrong 361-826-3735 Type of Issue (check applicable box(es) and enter the issue price for each) See instructions and attach schedule 11 ^ Education ..................................................................................................................................................... .... 11 12 ^ Health and hospital ..................................................................................................................................... .... 12 13 ^ Transportation ............................................................................................................................................. .... 13 14 ^ Public Safety ................................................................................................................................................ .... 14 15 ^ Environmental (including sewage bonds) ..................................................................................................... .... 15 16 ^ Housing ....................................................................................................................................................... .... 16 17 ^ Utilities ......................................................................................................................................................... .... 17 18 ® Other. Describe (see instructions) ~ Data storage devices 18 $396,595 18 If obligations are TANS or RANs, check box ~ ^ If obligations are BANS, check box t ^ ~ ~ ~ca~ 2tF 20 If obligations are in the form of a lease or installment sale, check box ...... ............... t ^ ; ;. ; ~ ~~ ', .y~,r,._ „r,,, _.,,„ Description of Obligations (Complete for the entire issue for which this form is being filed.) (a) Final maturity date (b) Issue price (c) Stated redemption (d) Weighted (e) Yield price at maturity average maturity 21 I $396,595 $396,595 2.00 years 4.86 Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest .............................................................................................. .......... ....................... .. 22 0.00 23 Issue price of entire issue (enter amount line 21, column (b)) ....................................................... .......... ....................... ... 23 $396,595 24 Proceeds used for bond issuance costs (including underwriters' discount) .............. 24 =~ -<; 25 Proceeds used for credit enhancement .................................................................... 25 0.00 ~`*,~~`'~. 26 Proceeds allocated to reasonably required reserve or replacement fund .............................. 26 0.00 '"-' '?°'~ 27 Proceeds used to currently refund prior issues ... ............................ 27 0.00 ' ' 28 Proceeds used to advance refund prior issues ........................................................... 28 0.00 ; ;F ,;.: 29 (Total add lines 24 through 28) 29 30 Nonrefundin roceeds of the issue (subtract line 29 from line 23 and enter amount here) .......... ........... ...................... ... 30 Description of Refunded Bonds (Complete this part only for refunding bonds.) 30 Enter the remaining weightetl average maturity of the bonds to be currently refunded .............................................. ~ N/A vears 31 Enter the remaining weighted average maturity of the bonds to be advance refunded .............................................. ~ N/A vears 32 Enter the last date on which the refunded bonds will be called ................................................................................ ~ N/A 33 Enter the dale(s) the refunded bonds were issued ~ N/A Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) .................................................... 35 0.00 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a 0.00 b Enter the final maturity date of the guaranteed investment contract ~ ~~ 37 Pooled fnancings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a 0.00 b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ~ ^ r and enter the name of the issuer F and the date of the issue ~ 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ........................... .............. .... ~ ^ 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ....................................................................... .............. .... ~ ^ 40 If the issuer has identifed a hedge, check box ......................................................................................................................... ............... ... ~ ^ Please Under pen ties of perjury, I declare that I have examined this return, and accompanying schedules and statements, and to the best of my nowledge and belief, they are true, correct, and complete.~~ ~ ~ f /~ I~ ~( I Here F '~ ~ 1iY 1011 K ~ ~SC~YJ~ (,~7UI~~ a re f ssuer's authorized re resentative Date T e riot name and title For Paperwork Reduction Ac Notice, see page 2 of the Instructions. Cat. No. 637735 Forth 8038-G (Rev. 11-2000) KEYCORP CONFIDENTIAL -This is counterpart # _ of _ manually executed counterparts. Only counterpart # 1 constitutes chattel paper LESSEE INVOICE INSTRUCTIONS (The information you provide enables us to invoice you correctly.) City of Corpus Christi BILL TO ADDRESS: BILLING CONTACT: First, M.I. and Last Name: Title: Phone Number: Fax Number: PURCHASE ORDER NUMBER: Invoices require purchase order numbers: YES NO Purchase Order Number: FEDERAL TAX ID NUMBER: EQUIPMENT LOCATION (If different from willing Address): ADDITIONAL INFORMATION NEEDED ON INVOICE: KEYCORP CONFIDENTIAL -This is counterpart # _ of _ manually executed counterparts. Only counterpart # 1 constitutes chattel paper Escrow Disbursement Instructions for Tax-Exempt financing In reference to your equipment financing, we will be depositing the financing proceeds directly into an escrow account. This account will provide you with the ability to disburse funds incrementally (either directly to vendors or to reimburse yourself) based on equipment invoices (any $ size and frequency). You will control the disbursement of funds by completing the attached documents. Escrow Disbursements -The following are the steps that you will need to take when making disbursements of proceeds from your escrow account: 1. Complete and sign Exhibit A "FORM OF REQUISITION OF COSTS OF PROPERTY". This needs to be on your letterhead. 2. Complete and sign -Schedule 1 "DISBURSEMENT SCHEDULE" complete with payment information. 3. Attach -Invoice(s) from the Vendor(s). 4. Mail a completed and signed copy of the Exhibit A, Schedule 1 and the Vendor invoices to my attention at the address listed below. • Note: If the disbursement from the escrow is for the reimbursement of funds already expended, you must attach proof of payment (front and back of cancelled checks). **PLEASE NOTE THAT WE MUST RECEIVE THE ORIGINAL DOCUMENTS** Once you are ready to do the final disbursement out of the Escrow account: • Final Disbursement -Include the signed and dated original of the Exhibit 5 "ACCEPTANCE CERTIFICATE" (this document was part of your original document package), along with the Exhibit A "FORM OF REQUISITION OF COSTS OF PROPERTY" and the rest of the attachments needed. Additionally, please include a letter stating that this is the final disbursement and that you wish to close the Escrow account. • If there is any money remaining in the Escrow account, after the final disbursement to the Vendor(s), the balance will be applied to your next payment. If you have any questions regarding this information, please give me a call. Thank you. Suzanne Wagner Key Government Finance 1000 S. McCaslin Blvd. Superior CO 80027 720-304-1419 866-840-3016 Fax KEYCORP CONFIDENTIAL. -This is counterpart # _ of _ manually executed counterpads. Only counterpart # 1 constitutes chattel paper ESCROW AGREEMENT This Escrow Agreement (the "Escrow Agreement"), dated as of 6/23/2009 and entered into among Key Government Finance, Inc. ("Lessor"), City of Corpus Christi ("Lessee") and KeyBank National Association (the "Escrow Agent"). RECITALS: A. Lessor and Lessee are parties to a Master Tax-Exempt Lease/Purchase Agreement, dated as of 4/2/2009 and Schedule No. 3 thereunder, dated as of 6/23/2009 (the "Lease") whereunder Lessee is acquiring from Lessor certain personal property more particularly described therein (the "Property"). B. Lessor and Lessee intend to cause or have caused certain funds to be deposited with Escrow Agent to pay for costs of the Property, and Escrow Agent has agreed to disburse said funds in accordance with the terms and conditions of this Agreement. C. Each of the parties has authority to enter into this Agreement and has taken all actions necessary to authorize the execution of this Agreement by the officers whose signatures are affixed hereto. NOW, THEREFORE, the parties agree as follows: 1. Appointment of Escrow Agent. Lessor, Lessee and Escrow Agent agree that Escrow Agent shall act as sole Escrow Agent under the Lease and this Escrow Agreement, in accordance with the terms and conditions set forth in this Escrow Agreement. The Escrow Agent, in its capacity as escrow agent hereunder, shall not be deemed to be a party to the Lease, and this Escrow Agreement shall be deemed to constitute the entire agreement regarding the Acquisition Fund (as hereinafter defined) among Lessor, Lessee and Escrow Agent. 2. Acquisition Fund. There is hereby established in the custody of Escrow Agent a special trust fund designated as the "City of Corpus Christi Acquisition Fund" (the "Acquisition Fund") to be held and administered by Escrow Agent in trust for Lessee in accordance with this Escrow Agreement, subject to Lessor's rights under Section 3 hereof. It is anticipated that the funds in the Acquisition Fund and earnings thereon shall be sufficient to pay the cost of acquisition of the Property. In the event such sums are insufficient, Lessee shall be responsible for the timely payment of any deficiency. The moneys and investments held by Escrow Agent under this Agreement are irrevocably held in trust for the benefit of Lessee and Lessor, and such moneys, together with any income or interest earned thereon, shall be expended only as provided in this Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of Lessee (other than Lessor) or Lessor. Lessor, Lessee and Escrow Agent intend that the Acquisition Fund constitute an escrow account in which Lessee has no legal or equitable right, title or interest until satisfaction in full of all conditions contained herein and in the Lease for the disbursement of funds by Escrow Agent therefrom. However, if the parties' intention that Lessee shall have no legal or equitable right, title or interest until all conditions for disbursement are satisfied in full is not respected in any legal proceeding, the parties hereto intend that Lessor have a security interest in such account, and such security interest is hereby granted to Lessor by Lessee, to secure payment of all sums due to Lessor under the Lease. Far such purpose, Escrow Agent hereby agrees to act as agent for Lessor in connection with the pertection of such security interest and agrees to note, or cause to be noted, on all books and records relating to such accounts, Lessor's interest therein. 2.A. Deposit in Acquisition Fund. There shall be deposited in the Acquisition Fund the sum of $508,129.45. Escrow Agent shall maintain accounting records sufficient to permit calculation of the income on investments and interest earned on deposit of amounts held in the Acquisition Fund, and such income and interest shall become part of the Acquisition Fund and may be expended as provided herein. 2.6. Disbursements from Acquisition Fund. Escrow Agent shall make payments from the Acquisition Fund to pay costs of the Property upon receipt of requisitions from Lessee, signed by an authorized individual substantially in the form attached hereto as Exhibit A, which is incorporated by reference herein. In the event Escrow Agent is directed or requested by Lessee to hold or deposit any retained funds or to accept a retainage bond (in lieu of funds) as may be required by law or the terms of the acquisition contract to which Lessee is a party, Escrow Agent shall act in accordance with Lessee's instructions, and such retained funds (or performance bond) and any interest thereon shall be paid as provided in instructions to Escrow Agent from Lessee. The final requisition shall include the final acceptance certificate required in the Lease, which shall be executed by the Lessee and delivered to the Escrow Agent. Where requisitions involve titled motor vehicles, the requisition shall also include: (i) Manufacturer's Certificate of Origin. (ii) Motor vehicle paperwork appropriate to state of registration, noting Key Government Finance, Inc. as lien holder. (iii) Insurance certificate naming Key Government Finance, Inc., its successors and assigns as sole loss payee and additional insured for the specified equipment. 3. Termination of Escrow. KEYCORP CONFIDENTIAL -This is counterpart # _ of _ manually executed counterparts. Only counterpart # 1 constitutes chattel paper (a) Acquisition of Property. Upon the final acceptance of the Property by Lessee, as evidenced by execution by Lessee of a final acceptance certification pursuant to the Lease and delivered to Escrow Agent, and the payment of all costs related thereto (i) any retainage shall be disbursed as directed by Lessee, and (ii) any amounts remaining in the Acquisition Fund (including the earnings from investments thereof) shall be transferred to Lessee and be applied toward reimbursement of Lessee for funds advanced for the Property. To the extent that additional moneys in excess of those needed to reimburse Lessee for the acquisition of the Property exist in the Acquisition Fund, such amounts shall be paid to Lessor and applied first to the next payment due on the Lease and then applied to prepayment of the principal component of installment payments and Lessor shall recalculate the lease payment schedule for the remaining term such that the remaining lease payments shall be level. Upon disbursement of all sums in the Acquisition Fund, this Escrow Agreement shall terminate, provided that the indemnifications by Lessee shall survive the termination of this Escrow Agreement. (b) Eighteen Months. This Escrow Agreement shall terminate eighteen (18) months from the date of this Escrow Agreement. It may, however, be extended by mutual consent of the Lessee and Lessor in writing to the Escrow Agent either in advance of the termination or retroactively. Any money remaining in the Acquisition Fund at the time of termination under this subsection (b) shall be transferred to Lessor and shall be applied first to the next payment due under the Lease, and then, if there are amounts remaining, applied to the prepayment of the Lease being applied to principal and Lessor shall recalculate the lease payment schedule for the remaining term such that the remaining lease payments shall be level. Lessee shall be deemed to have accepted all Property paid for from the Acquisition Fund at the time of termination under this subsection (b). Upon disbursement of all sums in the Acquisition Fund, this Escrow Agreement shall terminate, provided that the indemnifications by Lessee shall survive the termination of this Escrow Agreement. (c) Event of Default; Nonappropriation. Upon receipt of written notice from Lessor of an event of default by Lessee under the Lease or an event of nonappropriation, if provided for under the Lease, Escrow Agent shall disburse the funds in the Acquisition Fund to Lessor for application in accordance with the Lease. Upon such payments from the Acquisition Fund, this Escrow Agreement shall terminate, provided that the indemnifications by Lessee shall survive the termination of this Escrow Agreement. 4. Investment of Acquisition Fund; Arbitrage Rebate. (a) Investment of Acquisition Fund. Monies held by Escrow Agent hereunder shall be invested and reinvested by Escrow Agent upon written instructions from Lessee in an investment which is a permitted investment for Lessee under the laws of the state in which Lessee is organized. Escrow Agent shall have no responsibility for advising Lessee or Lessor as to the permissibility of any investment of monies in the Acquisition Fund. If Escrow Agent does not receive a written direction from Lessee as to the investment or reinvestment of monies in the Acquisition Fund, Escrow Agent may hold such monies uninvested until such direction is received. Escrow Agent shall have no responsibility for any losses suffered from any investment of monies on deposit in the Acquisition Fund authorized by Lessee. (b) Arbitrage Rebate. Lessee hereby represents, covenants and warrants that pursuant to Treasury ,Regulations Section 1.148-7(d), the gross proceeds of the Lease will be expended for the governmental purposes for which the Lease was entered into, as follows: at least 15% within six months after the Commencement Date, such date being the date of deposit of funds into the Acquisition Account under Section 2.A., hereof, at least 60% within 12 months after the Commencement Date, and 100% within 18 months after the Commencement Date. If Lessee is unable to comply with Section 1.148-7(d) of the Treasury Regulations, Lessee shall, at its sole expense and cost, compute rebatable arbitrage on the Lease and pay rebatable arbitrage to the United States at least once every five years, and within 60 days after payment of the final rental or installment payment due under the lease. 5. Amendment and Modification. This Escrow Agreement may not be amended, modified, altered, supplemented or waived except by a written instrument executed by Lessor, Lessee and Escrow Agent. 6. Regarding the Escrow Agent. (a) Duties of Escrow Agent. Escrow Agent undertakes to pertorm only such duties as are specifically set forth in this Escrow Agreement. Escrow Agent shall be under no implied obligation or subject to any implied liability hereunder. Escrow Agent shall incur no liability whatsoever except for its gross negligence or willful misconduct so long as it is acting in good faith. Escrow Agent shall not be required to take notice of any of the provisions of the Lease or any document or instrument executed in connection therewith, except as expressly set forth in this Escrow Agreement. The permissive right of the Escrow Agent to do things enumerated in this Escrow Agreement shall not be construed as a duty. (b) Escrow Agent Reliance. Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited with it, nor as to the identity, authority or right of any person executing the same; and its duties hereunder shall be limited to those specifically provided herein. KEYCORP CONFIDENTIAL -This is counterpart # _ of _ manually executed counterparts. Only counterpart # 1 constitutes chattel paper (c) Counsel and Fees; Reliance upon Counsel. If Escrow Agent believes it to be reasonably necessary to consult with counsel concerning any of its duties in connection herewith, or in case the Escrow Agent becomes involved in litigation on account of acting hereunder, then, in either case, its cost, expenses and reasonable attorneys fees shall be paid by Lessee. Escrow Agent's right to receive its attorneys' fees and expenses shall survive the termination of this Escrow Agreement. If Escrow Agent consults with counsel, Escrow Agent may act, in good faith, in reliance upon the advice of counsel concerning its duties in connection herewith or in acting hereunder. (d) No Obligation to Take Legal Action. Escrow Agent shall not be under any obligation to take any legal action in connection with this Escrow Agreement or for its enforcement, or to appear, prosecute or defend any action or legal proceeding which, in its opinion, would or might involve it in any costs, expense, loss or liability, or to otherwise expend or risk its own funds or incur any financial liability in the performance of this Escrow Agreement, unless and as often required by it, it shall be furnished with security and indemnity satisfactory against all such costs, expenses, losses or liabilities. If any controversy arises between the parties hereto or with any third person, the Escrow Agent shall not be required to resolve the same or to take any action to do so (other than to use its best efforts to give notice of such controversy to Lessor and Lessee) but may, at its discretion, institute such interpleader or other proceedings as it deems proper. (e) Quarterly Statement. Escrow Agent shall issue a quarterly accounting statement showing receipts to and disbursements from the Acquisition Fund. Such statement shall be mailed to Lessor and Lessee. (f) Resignation and Termination. Escrow Agent may, upon providing thirty days written notice, resign its position as Escrow Agent and terminate its liabilities and obligations hereunder. In the event Escrow Agent is not notified within thirty days of a successor Escrow Agent, Escrow Agent shall be entitled to transfer all funds to a court of competent jurisdiction with a request to have a successor appointed, at the expense of lessee. Upon filing such action and delivering such assets, Escrow Agent's obligations and responsibilities shall cease. Lessor and Lessee may jointly terminate Escrow Agent and appoint a successor Escrow Agent by providing 15 days written notice to Escrow Agent. 7. Indemnification. To the extent permitted by law, Lessee hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and keep harmless the Escrow Agent and its respective successors, assigns, agents, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by or asserted against, Escrow Agent at any time (whether or not also indemnified against the same by Lessee or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Escrow Agreement, the establishment hereunder of the Acquisition Fund, the acceptance of the funds and securities deposited therein, the purchase of any securities to be purchased pursuant thereto, the retention of such securities or the proceeds thereof, and any payment, transfer or other application of moneys or securities by Escrow Agent in accordance with the provisions of this Escrow Agreement; provided, however, that Lessee shall not be required to indemnify, protect, save or keep harmless Escrow Agent against Escrow Agent's own gross negligence or willful misconduct or gross negligence or willful misconduct of Escrow Agent's respective successors, assigns, agents and employees or the material breach by Escrow Agent of the terms of this Escrow Agreement. The indemnities contained in this Section shall survive the termination of this Agreement. 8. Notices. Any notices permitted or required under this Escrow Agreement shall be made in writing and shall be deemed given upon the date of personal delivery or 48 hours after deposit in the United States mail, certified or registered, postage fully prepaid, return receipt requested, addressed to the addresses set forth on the signature page of this Escrow Agreement. The party to whom notices or copies of notices are to be sent shall have the right at any time and from time to time to change its address for notice or person to receive notice by giving notice in the manner specified in this paragraph. 9. Escrow Agent's Fee. Escrow Agent shall be paid no fee for setting up the escrow. In the event that Escrow Agent is made a party to litigation with respect to the Acquisition Fund, or brings an action in interpleader, or Escrow Agent is required to render any service not provided for in this Escrow Agreement, or there is any assignment of interests in this escrow or any modification hereof, Escrow Agent shall be entitled to reasonable compensation for such extraordinary services and reimbursement by Lessee for all fees, costs, liability and expenses, including attorney fees. Lessee also agrees to pay any investment fees or other charges of Escrow Agent, such as wire transfer charges and disbursement charges and agrees such fees and charges may be deducted by and paid to the Escrow Agent from funds in or to be deposited in the Acquisition investment earnings to be deposited in the Acquisition Fund. 10. Counterparts. This Escrow Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. This Escrow Agreement is to be executed by the parties hereto in sufficient numbers so that an Escrow Agreement bearing each party's original signature can be held by the Escrow Agent. 11. Waiver. Any waiver by any party of any breach of any term or condition of this Escrow Agreement shall not operate as a waiver of any other breach of such term or condition or any other term or condition, nor shall any failure to enforce such provision hereof operate as a waiver of such provision or of any other provision hereof, nor constitute nor be deemed a waiver or release of any other party for anything arising out of, connected with, or based on this Escrow Agreement. KEYCORP CONFIDENTIAL -This is counterpart # _ of _ manually executed counterparts. Only counterpart # 1 constitutes chattel paper 12. Exhibits. All exhibits, schedules and lists attached to this Escrow Agreement or delivered pursuant to this Escrow Agreement shall be deemed a part of this Escrow Agreement and incorporated herein, where applicable, as if fully set forth herein. 13. Applicable Law. This Escrow Agreement shall be governed by the laws of the state in which Lessee is located. 14. Successors and Assigns. This Escrow Agreement shall be binding on and shall inure to the benefit of the parties and their respective successors and assigns. Any corporation or association into which the Escrow Agent may merge, or to which Escrow Agent may sell or transfer its banking business, shall automatically be and become successor Escrow Agent hereunder and vested with all powers as was its predecessor without the execution or filing of any instruments or further act, deed or conveyance on the part of the parties hereto. 15. Severability. In the event any provision of this Escrow Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. IN WITNESS WHEREOF, Lessor, Lessee and Escrow Agent have caused this Escrow Agreement to be executed by their duly authorized representatives, all as of the date first above written. Key Gov n eat Fi a c c. By CI Con Manage Title Address: 1000 S. McCaslin Blvd. Superior, CO 80027 KEYBANK NATIONAL ASSOCIATION ey Authorized Officer Address: 127 Public Square Cleveland OH 44114 City of Corp~is Christi ey ~ ~ ,~ ~A (thonrized Officer Title ~~°i'-'W1~.1 K~ ~~O~QI ;~~G~~~~-I~ Address: 1201 Leopard St. Corpus Christi, TX 78401 / ./' 2 /p t Approved as to form: ~1-= 1 ~~ ~ Lisa Agwlar Assistant City Attorney For City Attorney KEYCORP CONFIDENTIAL -This is counterpart # _ of _ manually executed counterparts. Only counterpart # 1 constitutes chattel paper Please type on vour letterheadl EXHIBIT A FORM OF REQUISITION COSTS OF PROPERTY C/O Key Government Finance, Inc 1000 South McCaslin Blvd. Superior, CO 80027 Attn: Suzanne Wagner 720-304-1419 On Behalf of: KeyBank National Association 127 Public Square Cleveland OH 44114 Amount Requested: $ Total Disbursements to Date: $ Requisition No.: 1. The undersigned, an officer or official of Lessee, hereby requests and authorizes KeyBank National Association, as Escrow Agent under the Escrow Agreement dated as of 6/23/2009, among City of Corpus Christi (the "Lessee"), Key Government Finance, Inc. (the "Lessor") and Escrow Agent, to pay to or upon the order of the Lessee the amount specified above for the payment or reimbursement of costs of Property described in Schedule 1 attached. 2. The Lessee hereby certifies that: (a) each obligation mentioned in Schedule 1 has been properly incurred, is a proper charge against the Acquisition Fund and has not been the basis of any previous disbursement; (b) no part of the disbursement requested hereby will be used to pay for materials not yet incorporated into the Property or for services not yet performed in connection therewith; (c) insurance requirements of the Lease have been complied with and such coverage is in force; (d) as of the date of this Requisition no event of default or event of nonappropriation, if any, as such terms are defined in the Lease between Lessor and Lessee has occurred and is continuing and no event which with notice or lapse of time, or both, has occurred and is continuing which would constitute such event of default or event of nonappropriation; and (e) the Property acquired with this disbursement is functionally complete and operationally independent and is hereby accepted. If this is the final requisition, the final acceptance certification required in the Lease is attached hereto. 3. All capitalized terms herein shall have the meanings assigned to them in the Escrow Agreement 4. The list of equipment, set forth in the equipment/propertydescriptioo to the Lease, shall be deemed amended upon payment of this requisition to include the property set forth in Schedule 1 hereto and any property paid with funds of this requisition. City c By: Nan Title Datt Approved by Lessor, or in the event Lessor's right, title and interest in the Lease has been assigned, by the current assignee of Lessor's right, title and interest in the Lease Agreement: Key Government Finance, Inc. By: Name: Title: Date: [Lessee to attach foal acceptance certifcation if foal disbursement request.] KEYCORP CONFIDENTIAL -This is counterpart # _ of _ manually executed counterparts. Only counterpart # 1 constitutes chattel paper 1 SCHEDULE1 DISBURSEMENT SCHEDULE To Requisition No. for the Acquisition Fund: Amount: $ Payee: By check _ By wire transfer- If by check, Payee's address: If by wire transfer, instructions as follows: Pav to: Bank Name: Bank Address: Bank City, State, Zip: Bank Phone: For Account of: Account No.: ABA No.: 2. Amount: By check _ By wire transfer- If by check, Payee's address: If by wire transfer, instructions as follows: may ro: Bank Name: Bank Phone: Account' ABA No.: City of Corpus Christi By: Nan Title Dah KEYCORP CONFIDENTIAL -This is counterpart # _ of _ manually executed countarparls. Only counterpart # t constitutes chattel paper INVOICE Key Government Finance, Inc. 1000 S. McCaslin Blvd. Superior CO 80027 Bill to: Invoice No. Corpus - 03 City of Corpus Christi Invoice Date: 6/10/09 Rose Esquivel, MIS Lease No. TBS 1201 Leopard St. Purchase Order No. Corpus Christi, TX 78401 Contract No. CSA No. ACT No. Reference: Qty Item Description Total 1 Lease Payment Pa ment due upon return of documents $111,534.58 Tax Balance Due $111,534.58 Please remit funds to: REMITTANCE INFORMATION Key Government Finance, Inc. Date: Attn: Suzanne Wagner Amount Due: 1000 S. McCaslin Blvd. Amount Superior, CO 80027 Enclosed: Contact Phone: 720-304-1419 Please remember to: 1) Make checks payable to Key Government Finance, Inc. 2) Return a copy of this invoice with your payment. 3) Keep a copy of this invoice for your records. 4) Direct all inquiries to the contact listed above. Comments: KEYCORP CONFIDENTIAL -This is counterpart # _ of _ manually executed counterparts. Only counterpart # 1 constitutes chattel paper