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HomeMy WebLinkAboutC2011-285 - 8/23/2011 - Approved11 �II10 CFSCO *MR. Key Government Finance, Inc. . 1000 South McCaslin Boulevard Tuesday, August 02, 2011 City of Corpus Christi John Sendejar 1201 Leopard Street Corpus Christi, TX 78401 Re: Key Government Finance, Inc. Property Schedule No. 5 Dear Mr. Sendejar: Superior, CO 80027 -9456 Enclosed, please find two (2) sets of financing documents for your review and execution. (If these documents were emalled to you, please print 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 #129905042, and send to: KEY GOVERNMENT FINANCE, INC. ATTN: SUZANNE HOFF 1000 S. MCCASLiN BLVD, SUPERIOR, CO 80027 All fully executed documents must be returned no later than Wednesday, August 31st, 2011; 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 required for funding are: 1. Property Schedule No. 5 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 Certificate (Exhibit 6) 8. Notification of Tax Treatment. 9. Invoicing Instructions — Required in order to ensure that invoices are directed to the proper area in your organization. Please contact me at 720 - 304 -1419 with any questions or concerns you may have. Sincerely, Suzanne Hoff, Account Manager 2011 -285 M2011 -169 08/23/11 Calence/Key Govt. Finance KEYCORP CONFIDENTIAL - This is counterpart # of manually executed counterparts. Only counterpart # 1 constitutes chattel pa er IN- EXEI3 DOCUMENTATION CHECKLIST ❑ Property Schedule 5* ❑ Property Description and Payment 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 fifes. ❑ Payment 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 Certificate - Exhibit 6 - One of the boxes must be checked. ❑ Notification of Tax Treatment ❑ Invoicing Instructions - The information you provide enables us to invoice you correctly. An IRS Form 8038 -G or 8038 -GC will be required for this transaction. Please consult with your Legal /Bond Counsel for instruction to complete this form. The original form will be required for funding, which we will submit to the IRS on your behalf. Or, you may submit the original completed form to the IRS directly. KGF will require a copy of the completed form and proof of filing prior to funding. *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 # t constitutes chattel paper Property Schedule No. 5 Master Tax - Exempt Lease /Purchase Agreement This Property Schedule No. 5 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 41212009, 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 Property 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 8/23/2011. 3. Property Description and Payment 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. Payment of 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. Additional 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 Qualified Tax - Exempt Obligation 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 8/31/2011. 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: Key Government Finance, Inc. Name: MYRAAKSAMIT CONTRACTS MANAGER Title: M M � AUT14ORIZED BY COUNCIL- �„� ....� . SECRETARY RRYbb Name: Title: Ir �. Approved as to form: I i Lisa Agull r Assistant CI Attorney For City Attorney KEYCORP CONFIDENTIAL - This is counterpart # of manually executed counterparts. Only counterpart # 1 constitutes chattel paper A EXHIBIT 1 Property Description and Payment Schedule Re: Property Schedule No. S 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: 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 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 $72,729.80 Payment No. Due Date Payment made by Lessee Principal Interest Termination Amount 1 23-Sep-201 1 25,099.37 24,903.00 196.37 49,261.61 2 23-Sep-201 2 25,099.37 23,526.56 1,572.81 25,029.25 3 23-Sep-2013 25,099.37 24,300.24 799.13 0.00 o Christi m s m a, !/ / J U Approved as to brm: T 1 �" t I Lisa Agutl r Assistant Attorney For City Attorney KEYCORP CONFIDENTIAL - This is counterpart # of manually executed counterparts. Only counterpart # 1 constitutes chattel paper EXHIBIT A Property Description Equipment as described in Calence Insight Networking Solutions Quote Dated 4/18/2011 referred to and incorporated herein by this reference. CoCC (Cisco IronPort Maintenance Renewal - 3 Yr with Data Loss Prevention1 WBU4- 2A -GV- DBE -3Y -REN Cisco IronPort Web Security Single Appliance GOV Bundle Renewal - 3 Year- Web Usage Controls, Web Reputation, Malware Protection, Platinum Support: SIN 2DXF4G1 & 38RLXF1 EBUN- 2A- GV- SQRTV -3Y -REN IronPort Dual Appliance Bundle renewal GOV -1 Year including: IronPort Platinum Support, ironPort Anti -Spam, Sophos Anti - Virus, and Virus Outbreak Filters, Email Encryption, Dal@ Loss Prevention, Centralized Management SIN 4BTKLF1 & J9TKLF1 KEYCORP CONFIDENTIAL - This is counterpart # of manually executed counterparts. Only counterpart # 1 constitutes chattel paper 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. 5 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 4/2/2009 (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. 5 (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 perform 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 Property 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 KEYCORP CONFIDENTIAL - This is counterpart # of manually executed counterparts. Only counterpart # 1 constitutes chattel paper 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. 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, By: DO NOT SIGN THIS FORM - MUST BE ON LETTERHEAD OF LESSEE'S COUNSEL Dated: KEYCORP CONFIDENTIAL - This is counterpart # of manually executed counterparts. Only counterpart # 1 constitutes chattel paper EXHIBIT 3 Lessee's Certificate Re: Property Schedule No. 5 to Master Tax - Exempt Lease /Purchase Agreement between Key Government Finance, Inc. and City of Corpus Christi. The undersigned, being the duly elected, qualified and acting Qrf the City of Corpus Christi ( "Lessee ") do hereby certify, as of 8123/2011, as follows: 1. Lessee did, at a meeting of the governing body of the Lessee held on 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 Lease/Purchase Agreement (the "Master Agreement ") by the following named representative of Lessee, to wit: NAMEOF EXECUTING OFFICIAL TITLE —,- (Official who signed the documents.) OF EXECUTING OFFICIAL Of EX FFICIAL �on Ol son r And! Or r e 2. The above -named representative of the Lessee heYd 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. &y COUNCIL .i/ � L All City of Cor us Chris ttest By: Title: ( 4 , I' ( I SdI1ME0ti 07F ER THAN TI= Ef ..lJ� G I f S S,F 41WN A „yp�ryel,�eww�f P��LHiMe1AN��.y s ,W ETAIry KEYCORP CONFIDENTIAL - This is counterpart # of manually executed counterparts. Only counterpart # 1 constitutes chattel paper EXHIBIT 4 Payment of Proceeds Instructions Key Government Finance, Inc. 1000 South McCaslin Blvd. Superior, CO 80027 Re: Property Schedule No. 5 (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: By check By wire transfer . . r KEYCORP CONFIDENTIAL - This is counterpart # of manually executed counterparts. Only counterpart # 1 constitutes chattel paper EXHIBIT 5 Acceptance Certificate Key Government Finance, Inc. 1000 South McCaslin Blvd. Superior, CO 80027 Re: Property Schedule No. 5 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 and /or 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: Au " City of Corpus Christi as Lesse �' %, %,► 1 KEYCORP CONFIDENTIAL - This is counterpart # of manually executed counterparts. Only counterpart 9 1 constitutes chattel paper EXHIBIT 6 Bank Qualification Certificate Key Government Finance, Inc. 1000 South McCaslin Blvd. Superior, CO 80027 Re: Property Schedule No. 5 to Master Tax - Exempt Lease /Purchase Agreement between Key Government Finance, Inc. and City of Corpus Christi. Bank Qualified Tax - Exempt Obligation ❑ (Check box for Bank Qualified designation) Lessee hereby designates this Property Schedule as a "qualified tax - exempt obligation" as defined in Section 265(b)(3)(B) of the Code. Lessee reasonably anticipates issuing tax - exempt obligations (excluding private activity bonds other than qualified 501(c)(3) bonds and including all tax - exempt obligations of subordinate entities of the Lessee) during the calendar year in which the Commencement Date of this Property Schedule falls, in an amount not exceeding $10,000,000.00. Non -Bank Qualified Tax - Exempt Obligation ❑ (Check box for Non -Bank Qualified designation) Lessee reasonably anticipates issuing more than $10,000,000.00 in tax - exempt obligations in the calendar year of the Commencement Date as defined in the Property Schedule. *Note: ONE of the boxes above MUST be checked. Lessee. City _.lj Q. _1 / 1 KEYCORP CONFIDENTIAL - This is counterpart # of manually executed counterparts. Only counterpart # 1 constitutes chattel paper Notifi cation 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 and I have attached a completed exemption certificate to Key Government Finance, Inc. I have previously provided a completed exemption certificate to Key Government Finance, Inc. which is valid for this transaction. 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: J V KEYCORP CONFIDENTIAL - This is counterpart # of manually executed counterparts. Only counterpart # i constitutes chattel paper � r . �IiL► \`r IrMa.; It J V KEYCORP CONFIDENTIAL - This is counterpart # of manually executed counterparts. Only counterpart # i 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 Billing Address): ADDITIONAL INFORMATION NEEDED ON INVOICE: KEYCORP CONFIDENTIAL - This is counterpart # of manually executed counterparts. Only counterpart # 1 constitutes chattel paper