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Home My WebLink AboutC2010-502 - 12/14/2010 - ApprovedWednesday, November 10, 2010 City of Corpus Christi Michael Armstrong, MIS Director and CIO 1201 Leopard Street Corpus Christi, TX 78407 Re: Key Government Finance, Inc. Property Schedule No. 4 Dear Mr. Armstrong; ~i~lrl'Ir tlSCO Key Govemment Finance, fnc 1000 South McCaslin Boulevard Superior, CO 80427-9456 Enclosed, please find two (2) sets of financing documents for your review and execu#ion. (If #hese documents were emailed to you, please print out two (2) sets.} Execute both sets and return ail of the originals to my attention. The original sets of the executed documents are required prior to funding your transaction. To expedite the re#urn of these documents, please overnight them to me using Key Government Finance's FedEx account #129905042, and send to: KEY GOVERNMENT FINANCE INC. ATTN: StJZANNE HOFF 1000 S. MCCASLIN BLVD 5 FERIOR CO 80027. All fully execrated documenfs musf be returned no later than Friday, December 24th, 2040; otherwise, the transaction maybe 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 required for fundin, are ~, 2. 3. 4. 5. 6. 7. 8. 9. 10 11. 12, Property Schedule No. 4 Property Description and Payment Schedule (Exhibit 1) Lessee's Counsel's Opinion (Exhibit 2} Lessee's Certificate (Exhibit 3) Payment of Proceeds Instructions (Exhibit 4) Acceptance Certificate (Exhibit 5) Bank Qualified Tax-Exempt Obligation (Exhibit B) Notification of Tax "treatment. 8038-G IRS form with Report Number filled in -Original required fo be submitted to the IRS of funding, which we will submit on your behalf. Invoicing Instructions - Required in order to ensure that Invoices are directed to the proper area in your organization. Escrow Agreement Invoice for 1g' Payment Please contact me at 720-304-7419 with any questions or concerns you may have. Sincerely, Suzanne Noll, Account Manager 2010-502 M2010-299 12/14/10 Key Government Finance (part art # of manually executed counterparts. Onty counterpart # 1 constitutes chattel pa er confidential contract) ~ ~~ DOCUMENTATION CHECKLIST ^ Property Sct~eduie 4" ^ Pra a t}escri Lion and Pa ment 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 attnmey on their letterhead. Your a#torney will want to review the LeaselPurchase 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 nur fles. ^ Pavment of 1?roceeds Instructions -Exhibit 4. This is the Vendor payment information. ^ Acceptance Certificate - !^xhibit 5. The date of Acceptance will need !o be filled in with the date the equipment is installed and accepted. ^ Bank ualified Tax-Exem t 0611 a#ion -Exhibit 6 ^ Notification of Tax Treatment ^ 8038-G -The purpose of this farm is to report to the IRS that we have completed a tax-exemp# financing. Per the Internal Revenue Service, ynu 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 com4lete vour financing.*~ .8038-G Line 4. After the preprinted 3, enter two self-designated numbers. Number reports consecutively during any calendar year (e.g., 334, 335, etc.}. ^ Invoicinct 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 fiN in both Exhibi# 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~ 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. KEYGORP CONFIDEN71At_ - Thfs Is counterpart # of manually executed counterparts. Only caunterparl # 1 constitutes chattel paper Property Schedule No. 4 Master Tax-Exempt LeaselPurct~ase Apreemen# This Property Schedule No. 4 is entered in#o as of the Commencement Date set forth below, pursuant to that certain Master Tax- Exempt LeaselPurchase Agreement (the "Master Agreement"}, dated as of 41212009, between Key Government Finance, Inv., and City of Corpus Christi. 1. Interoretatian. 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. fn the event of a wnFlict beiw~een the provisions of the Master Agreement and the provisions of this Property Schedule, the provisions of this Property Schedule shall control. All capitalized terms not otherwise defined herein shalt have the meanings provided in the Master Agreement. 2. Commencement Date. The Commencement Date for this Property Schedule is 1111812010. 3. Pr a l7escri tion and Pa meat chedule. The Property subject tv this Property Schedule is described in Exhibit A hereto. Lessee shall not remove such property from the locations set forth therein wi#hout giving prior written notice to Lessor. The Rental Payment 5chedute far 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. Payment of Proceeds. Lessor shall disburse the proceeds of this Property Schedule in accordance with the instruc#ivns attached hereto as Exhibit 4. 7. Acceptance Certificate. The form of Acceptance Certifivate is attached as Exhibit 5. t3. Additional Purchase Ootian 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 (allows: See termination amount in Exhibi# 1 .(Payment Schedule}, subject to per diem adjustment. 9. Bank Qualified Tax-Exemp#„Obligation. Attached as F.~chibit 6. 10. Expiration. Lessor, at its sate determination, may choose net to accept this Property 5chedute 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 11125!2010. IN WITNESS WHEREOF, Lessor and Lessee have caused this Property Schedule to 6e executed in their names by their duly authorized representatives as of the Commencement Date above. Lessor: Ke Go rnment Finance Inc. B Name: f~~GINAA. EC N®~RF Title: ~~• AI1TlitlRlrF.~ i3'~ CpUWCtL . ~.~ .~,~,w.~.,........a..~...,..1.: a`~` src~~r~a~~. Lessee: Ci t Cor us Christi B : ~j J< ~eJ Name: GL ~~ Title: c~ .J U Attest B ; ~~ Name: r~Y~l~ D ~ A Title: ~ ~ Approvtad as to corm: ~ ~ .3~ ] f 3 ~-~--i ~ J Lisa Aguilar Assistant City ttorney i"or City Attorney KEYCORP COiVt=1t]EtJTIAL - This is caun#etpart # of manually executed counterparts. Only counterpart # 1 consiltules chattel paper EXHIBIT 'f Property Description and Payment Schedule Re: Property Schedule No. 4 to Master Tax-Exempt Lease/Purchase Agreemen# between Key Government Finance, Inc. and City of Corpus Christi. The Property is as follows: The Property as mare fully described in Exhibit A incorporated herein by reference and attached hereto. EQUEPMENT LOCATION: 1201 Leopard St., Corpus Christi, TX 78401 USE: Networking -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 subs#antially 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 $709,262.00 The financing table below is net of the special financing promotion payment from Cisco Systems, Inc. in the amount of $15,263.24. This payment will be made by Cisco to Lessor. Payment No. Due Date Payment Made by Cisco Payment made by Lessee Principal ]nterest Termination Amount 1 16-Nov-2010 14,935.04 185,579.73 200,514.77 0.00 524,009.65 2 16-Nov-2011 181, 589.27 163,783.12 17, 806.15 355, 313.03 3 16-Nov-2012 181, 589.27 169,515.53 12, 073.74 180, 712.04 4 16-Nov-2013 181,589.27 175,448.57 6,140.70 0.01 Lessee: Cit of Cor us Christi ~j / S /L- l/f~'v Name: Jr'fY~ ~-! ~ • ~CDY~f'" Title: Q.r' J ~ Rpprov~d as to form: ~ i ~~ ~~ t " Lisa Agulia Assistant Ct Attorney For City Attorney KEYCORP CONFIDENTIAL -This is counterpart # of manually executed counterparts. Only counterpar# # 1 constitutes chattel paper Confidential Contract Contact the Legal Department before releasing a copy of this Contract GCS ~~T -F-~ l~ r'~ ~ ~ ~ Sp ~ ~1~5 ~iVQc'1 c~~~~D~'pv ~.~ o