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C2014-008 - 1/21/2014 - Approved
*ft Key Government Finance, Inc. 1000 South McCaslin Boulevard Superior, CO 80027-9456 Monday, January 06, 2014 City of Corpus Christi John Spiess 1201 Leopard St. Corpus Christi, TX 78401 Re: Key Government Finance, Inc. Property Schedule No. 6 Dear John: Enclosed, please find two (2) sets of financing documents for your review and execution. (If these documents were emailed to you, please print out two (2) sets.) Execute both sets and return them to me via fax at 866-840-3016 or email a scanned .pdf version to: Suzanne.hoff @key.com. We will also need the original sets of the executed documents 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. 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 Note: All fully executed documents must be returned no later than January 31, 2014; otherwise, the transaction is subject to re-pricing. Executed documents required for funding are: 1. Property Schedule No. 6 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. Certificate of Insurance—Required prior to funding. 9. Notification of Tax Treatment with Tax Exemption Certificate or Letter—Required for annual state tax audits. 10. Invoicing Instructions—Required in order to ensure that invoices are directed to the proper area in your organization. 11. Escrow Agreement 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. Please contact me at 720-304-1419 with any questions or concerns you may have. Sincerely, Suzanne Hoff, Account Manager 2014-008 1/21/14 M2014-008 INDEXED Key Government Finance Inc. art# of manually executed counterparts. Only counterpart#1 constitutes chattel paper DOCUMENTATION CHECKLIST ❑ Property Schedule 6* ❑ 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 files. ❑ 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 two boxes must be checked off. ❑ 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— Please provide your State of Sales/Use Tax Exemption Certificate ❑ 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. *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. IRS Form 8038-G or 8038-GC-Blank forms provided for your use under separate cover-consult with your Legal/Bond Counsel. KEYCORP CONFIDENTIAL-This is counterpart# of manually executed counterparts.Only counterpart#1 constitutes chattel paper Property Schedule No. 6 Master Tax-Exempt Lease/Purchase Agreement This Property Schedule No. 6 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 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 1/28/2014. 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 Qualification Certificate.Attached as Exhibit 6. One of the two boxes must be checked off. 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 1/31/2014. 11. Effective Interest Rate.2.390%. 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. f Cor•us cj By: 1412""(A4--- B 1 / .0L� r L. D Name: AMY GOSSIN Name: ► j-- Designated Sigm:3, Title: IIIMIEMP EMI(-1-. 't —CO? Attest B : r_ • Name- CC0.. Title: _ IT MOM � 2I (� �� .L. KEYCORP CONFIDENTIAL-This is counterpart# of manually executed counterparts.Only counterpart#1 constitutes chattel paper EXHIBIT 1 Property Description and Payment Schedule Re: Property Schedule No. 6, dated 1/28/2014, to Master Tax-Exempt Lease/Purchase Agreement dated 4/2/2009, 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 monthly period of this Rental Payment Schedule commencing with the Acceptance Date. Total Principal Amount: $1,905,617.77. The financing table below is net of the special financing promotion payment from the Vendor in the amount of$64,125.00. Lessee is responsible for any taxes associated with this payment.This payment will be made by the Vendor to Lessor. Payment Rental Payment No. Due Date Made by Payment Principal Interest Termination Amount Vendor 1 28-Jan-2014 64,125.00 64,125.00 0.00 1,896,737.55 2 28-Feb-2014 32,587.62 28,929.03 3,658.59 1,866,940.66 3 28-Mar-2014 32,587.62 28,986.50 3,601.12 1,837,084.56 4 28-Apr-2014 32,587.62 29,044.09 3,543.53 1,807,169.15 5 28-May-2014 32,587.62 29,101.79 3,485.83 1,777,194.30 6 28-Jun-2014 32,587.62 29,159.61 3,428.01 1,747,159.90 7 28-Jul-2014 32,587.62 29,217.55 3,370.07 1,717,065.83 8 28-Aug-2014 32,587.62 29,275.59 3,312.03 1,686,911.96 9 28-Sep-2014 32,587.62 29,333.76 3,253.86 1,656,698.20 10 28-Oct-2014 32,587.62 29,392.04 3,195.58 1,626,424.40 11 28-Nov-2014 32,587.62 29,450.43 3,137.19 1,596,090.46 12 28-Dec-2014 32,587.62 29,508.94 3,078.68 1,565,696.25 13 28-Jan-2015 32,587.62 29,567.57 3,020.05 1,535,241.65 14 28-Feb-2015 32,587.62 29,626.31 2,961.31 1,504,726.55 15 28-Mar-2015 32,587.62 29,685.17 2,902.45 1,474,150.82 16 28-Apr-2015 32,587.62 29,744.15 2,843.47 1,443,514.35 17 28-May-2015 32,587.62 29,803.24 2,784.38 1,412,817.01 18 28-Jun-2015 32,587.62 29,862.45 2,725.17 1,382,058.68 19 28-Jul-2015 32,587.62 29,921.78 2,665.84 1,351,239.24 20 28-Aug-2015 32,587.62 29,981.23 2,606.39 1,320,358.57 21 28-Sep-2015 32,587.62 30,040.80 2,546.82 1,289,416.55 22 28-Oct-2015 32,587.62 30,100.48 2,487.14 1,258,413.06 23 28-Nov-2015 32,587.62 30,160.28 2,427.34 1,227,347.97 24 28-Dec-2015 32,587.62 30,220.20 2,367.42 1,196,221.16 25 28-Jan-2016 32,587.62 30,280.24 2,307.38 1,165,032.51 26 28-Feb-2016 32,587.62 30,340.40 2,247.22 1,133,781.89 27 28-Mar-2016 32,587.62 30,400.68 2,186.94 1,102,469.19 28 28-Apr-2016 32,587.62 30,461.08 2,126.54 1,071,094.27 29 28-May-2016 32,587.62 30,521.60 2,066.02 1,039,657.03 30 28-Jun-2016 32,587.62 30,582.24 2,005.38 1,008,157.32 31 28-Jul-2016 32,587.62 30,643.00 1,944.62 976,595.03 32 28-Aug-2016 32,587.62 30,703.88 1,883.74 944,970.04 33 28-Sep-2016 32,587.62 30,764.88 1,822.74 913,282.21 KEYCORP CONFIDENTIAL-This is counterpart# of manually executed counterparts.Only counterpart#1 constitutes chattel paper 34 28-Oct-2016 32,587.62 30,826.00 1,761.62 881,531.43 35 28-Nov-2016 32,587.62 30,887.25 1,700.37 849,717.57 36 28-Dec-2016 32,587.62 30,948.61 1,639.01 817,840.50 37 28-Jan-2017 32,587.62 31,010.10 1,577.52 785,900.10 38 28-Feb-2017 32,587.62 31,071.71 1,515.91 753,896.24 39 28-Mar-2017 32,587.62 31,133.44 1,454.18 721,828.80 40 28-Apr-2017 32,587.62 31,195.29 1,392.33 689,697.65 41 28-May-2017 32,587.62 31,257.27 1,330.35 657,502.66 42 28-Jun-2017 32,587.62 31,319.37 1,268.25 625,243.70 43 28-Jul-2017 32,587.62 31,381.60 1,206.02 592,920.66 44 28-Aug-2017 32,587.62 31,443.94 1,143.68 560,533.40 45 28-Sep-2017 32,587.62 31,506.41 1,081.21 528,081.79 46 28-Oct-2017 32,587.62 31,569.01 1,018.61 495,565.71 47 28-Nov-2017 32,587.62 31,631.73 955.89 462,985.03 48 28-Dec-2017 32,587.62 31,694.57 893.05 430,339.62 49 28-Jan-2018 32,587.62 31,757.54 830.08 397,629.35 50 28-Feb-2018 32,587.62 31,820.64 766.98 364,854.10 51 28-Mar-2018 32,587.62 31,883.86 703.76 332,013.72 52 28-Apr-2018 32,587.62 31,947.20 640.42 299,108.10 53 28-May-2018 32,587.62 32,010.67 576.95 266,137.11 54 28-Jun-2018 32,587.62 32,074.27 513.35 233,100.61 55 28-Jul-2018 32,587.62 32,138.00 449.62 199,998.47 56 28-Aug-2018 32,587.62 32,201.85 385.77 166,830.57 57 28-Sep-2018 32,587.62 32,265.82 321.80 133,596.78 58 28-Oct-2018 32,587.62 32,329.93 257.69 100,296.95 59 28-Nov-2018 32,587.62 32,394.16 193.46 66,930.97 60 28-Dec-2018 32,587.62 32,458.52 129.10 33,498.69 61 28-Jan-2019 32,587.62 32,523.00 64.62 0.00 Lessee{ ity of Corpus C isti ) Name: . . a L• DO Title: L-Cz 1 1-1 Q. t;'�'- J KEYCORP CONFIDENTIAL-This is counterpart# of manually executed counterparts. Only counterpart#1 constitutes chattel paper EXHIBIT A Property Description Equipment as described in Computer Solutions Quote Doc#42142—rev 2 of 2 dated 8/29/2013, Freeit Quote#'s Q- 05874-9 Dated 10/2/2013, Quote# 109213 Dated 10/2/2013, Quote# 108213 Dated 10/2/2013, Sigma Solutions Quote# SSIQ17739-01 Dated 10/25/2013 and Champion One Project: Passive CWDM Network Quote for the City of Corpus Christi Dated 10/8/2013, referred to and incorporated herein by this reference. KEYCORP CONFIDENTIAL-This is counterpart# of manually executed counterparts.Only counterpart#1 constitutes chattel paper EXHIBIT 3 Lessee's Certificate Re: Property Schedule No. 6, dated 1/28/2014, to Master Tax-Exempt Lease/Purchase Agreement dated 4/2/2009, between Key Government Finance, Inc. and City of Corpus Christi. / The undersigned attestor, being the duly elected, qualified and acting C;4 1....c.S.e(e ,to.c of the City of Corpus Christi ("Lessee") does hereby certify, as of 1/28/2014, as follows: 1. Lessee did, at a meeting of the governing body of the Lessee held on I!.ZI/2 01 41 , 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 SIGN UR (Official(s)who signed the documents.) OF EXECUTING OFFICIAL OF EXECU ' NG =f AL ---Kt5-yw a L._. 0 1 5-tr\-- akti‘4 fp,' / dit.Ara, nn r a n �P lc 53 17(46 %h 2. The above-named representative of the Lessee held at the ti' e 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. City of Corpus Christi Attest By:] Title: 9 , SOMEONE THAN THE EXEC ING OFFICIAL(S)SHOWN ABOVE MUST SIGN HERE. 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. 6, dated 1/28/2014 (the "Property Schedule") to Master Tax-Exempt Lease/Purchase Agreement dated 4/2/2009, 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: Key Bank Escrow Account By check By wire transfer X City of Corpus CO By: 4,16 10. Name: c� CU( C\ 1 ` \CO- Title: L O.°YOC)C 12' KEYCORP CONFIDENTIAL-This is counterpart# of manually executed counterparts. Only counterpart#1 constitutes chattel paper EXHIBIT 6 Bank Qualification Certificate Key Government Finance, Inc. 1000 South McCaslin Blvd. Superior, CO 80027 Re: Property Schedule No. 6, dated 1/28/2014, to Master Tax-Exempt Lease/Purchase Agreement dated 4/2/2009, 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 of Corpus Christi By: ���/ ,< -.- 6 (Name: + 0 cC L • Title: dit..%/) IA KEYCORP CONFIDENTIAL-This is counterpart# of manually executed counterparts. Only counterpart#1 constitutes chattel paper t>■r M January 22, 20I4 City of Corpus Key Government Finance, Incl. Christi Attention: Susanne Hoff, Account Manager I000 South McCaslin Boulevard Superior, Colorado 80027 LEGAL DEPARTMENT Dear Ms. Hoff: PO Box 9277 Corpus Christi The City of Corpus Christi is a self insured public entity as allowed by the State of Texas 78469-9277 Texas for General Liability, uto Liability, Phone 361-826-3360 ty ty, and Workers' Compensation. Liability limits are established and defined by the Texas Tort Claims Act. Liability limits Fax 361-826-3239 are as follows; $250,000 per person and $500,000 for each single occurrence. 311111rripal Court The Self Insurance Funds are funded by the City of Corpus Christi in accordance Prosecutors Office with generally accepted accounting practices through actuarially calculated annual 120 N.Chaparral contributions. A claim may be filed on-line at www.cctexas.com//government/cit-- Corpus Christi Texas 7840l secretary/notice-of-claim index or contact Risk Management for information at Phone 361-886-2530 361-826-3680. Fax 361-886-2567 Human Relations Sincerely, PO Box 9277 Corpus Christi c � �8if/ '�' - Texas 78469-9277 0 +w'^' Phone 361-826-3190 Fax 361-826-3192 Donna James-Spruce Risk Management Risk Manager PO Box 9277 Corpus Christi Texas 78469-9277 DJS/vlt Phone 361-826-3680 Fax 361-826-3697 www_cctexas.cotn AC Rd CERTIFICATE OF LIABILITY INSURANCE DATE(MMI Y) �■/ 01/22/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Susan Golla MCGRIFF,SEIBELS&WILLIAMS OF TEXAS,INC. NAME' 5080 Spectrum Dr.,Suite 900E PHONE (469)232-2100 F0 X Addison,TX 75001 E-mAIL Ext): tAIC Nom;_ ADDRESS:sshoemake@mcgriff.com INSURER(S)AFFORDING COVERAGE NNC# INSURER :Illinois Union Insurance Company 27960 INSURED INSURER B:Axis Surplus Lines&Lexington Insurance City of Corpus Christi,Texas P O Box 9277 INSURER C:Safety National Casualty Corporation 15105 Corpus Christi,TX 78469-9277 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:5vsG93AN REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADD-SUBR POLICY EFF POLICY EXP LIMITS LTR INSR wvD POLICY NUMBER IMM/DD/YYYYI IMMIDD/YYYYI A GENERAL LIABILITY PEPG24550965 001 03/01/2013 03/01/2014 EACH OCCURRENCE $ 5,000,000 DAMAGE TO RENTED X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ CLAIMS-MADE X OCCUR MED EXP(Any one person) '$ X Excess Coverage PERSONAL 8 ADV INJURY $ GENERAL AGGREGATE $ 10,000,000 GGEEN'L AGGREGATE LIMIT APPLIES PER: I PRODUCTS-COMP/OP AGG $ / POLICY 7 JFCCT LOC — $ A AUTOMOBILE LIABILITY PEPG24550965 001 1 03/01/2013 03/71/2014 COMBINED SINGLE LIMIT (Ea amide* __— -$ 5,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ _ AUTOS .AUTOS NON-OWNED : PROPERTY DAMAGE $ HIRED AUTOS i__-.AUTOS er_accident) X Excess Liability i $ UMBRELLALIAB OCCUR EACH OCCURRENCE 1$ EXCESS UAB CLAIMS-MADE AGGREGATE -$ DED I I RETENTION $ C WORKERS COMPENSATION AGC4048256 03/01/2013 03/01/2014 X WCSTATU- IOTR H- AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/ N/A E.L.EACH ACCIDENT E $ 500,000 OFFICER/MENBEREXCLUDED? J --- --- - ---- --- (Mandatory in NH) 500,000 E.L.DISEASE-EA EMPLOYEE $ _ If yes,describe under — 500,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B PROPERTY ECF759345-13 AND 025031568 05/04/2013 05/04/2014 Primary Property Coverage $ 10,000,000 Commercial Property-Primary $ $ $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space Is required) The Certificate Holder is included as Additional Insured and Loss Payee,ATIMA CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Key Government Finance,Inc.,their successors and assigns Attn:Suzanne Hoff,Acct Mgr AUTHORIZED R�RESBRTATNE 1000 S.McCaslin Blvd. 7 y ( Superior,CO 80027 Page 1 of 1 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD 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. I am exempt from sales/use tax and I have attached a completed exemption certificate to Key Government Finance, Inc. XI 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: Ci • -or.u B :Atr,/ _� 4* ir Name: k__. 1 a L. 0 1 KEYCORP CONFIDENTIAL-This is counterpart# of manually executed counterparts. Only counterpart#1 constitutes chattel paper ESCROW AGREEMENT This Escrow Agreement (the "Escrow Agreement"), dated as of 1/28/2014 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. 6 thereunder, dated as of 1/28/2014 (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 Escrow Agreement. C. Each of the parties has authority to enter into this Escrow Agreement and has taken all actions necessary to authorize the execution of this Escrow 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 Escrow 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 Escrow 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. For such purpose, Escrow Agent hereby agrees to act as agent for Lessor in connection with the perfection 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 $1,905,617.77. 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.B. 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 perform 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 Escrow 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 KEYCORP CONFIDENTIAL-This is counterpart# of manually executed counterparts.Only counterpart#1 constitutes chattel paper 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. 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 Govern s-nt Financ-, Inc. City of Co • s Christi �By 11144 By 5ea!/�� Auth.r zed Officer Wir u orized Officer AMY GOSSIN Title DPsignated Sr'g ' Title it ' '" ` ''W Address: 1000 S. McCaslin Blvd. Address: 1201 L:.pard St. Superior, CO 80027 Corpus Christi, TX 78401 KEYBANK NATIONAL ASSOCIATION By Authorized Officer Address: 127 Public Square Cleveland OH 44114 KEYCORP CONFIDENTIAL-This is counterpart# of manually executed counterparts. Only counterpart#1 constitutes chattel paper Form 8038-G Information Return for Tax-Exempt Governmental Obligations (Rev.September 2011) 110-Under Internal Revenue Code section 149(e) OMB No.1545-0720 ►See separate instructions. Internal nal Revenue of the Treasury Caution:If the issue price is under$100,000,use Form 8038-GC. Internal Revenue Service Part I Reporting Authority If Amended Return,check here ► ❑ 1 Issuer's name 2 Issuer's employer identification number(EIN) City of Corpus Christi 32-0175703 3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown m 3a 4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only) 1201 Leopard Street 1 3 MR 6 City,town,or post office,state,and ZIP code 7 Date of issue Corpus Christi,Texas 78401 8 Name of issue 9 CUSIP number Property Schedule No.6 to Master Tax-Exempt Lease/Purchase Agreement 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other instructions) employee shown on 10a Mr.John Spiess,MIS Business Unit Manager 361-826-3750 Part II Type of Issue(enter the issue price).See the instructions and attach schedule. 11 Education 11 12 Health and hospital 12 13 Transportation 13 14 Public safety 14 15 Environment(including sewage bonds) 15 16 Housing 16 17 Utilities 17 18 Other. Describe ► Data Storage,Data Backup and Disaster Recovery Systems 18 $1,905,617 77 19 If obligations are TANs or RANs,check only box 19a ► ❑ If obligations are BANs,check only box 19b ► ❑ 20 If obligations are in the form of a lease or installment sale,check box ► 17 Part III Description of Obligations.Complete for the entire issue for which this form is being filed. (c)Stated redemption (d)Weighted (e)Yield (a)Final maturity date (b)Issue price price at maturity average maturity 21 $ 1,905,617.77 $NIA 5 years 2.390 Part IV Uses of Proceeds of Bond Issue(including underwriters' discount) 22 Proceeds used for accrued interest k229 23 Issue price of entire issue(enter amount from line 21,column(b))24 Proceeds used for bond issuance costs(including underwriters'discount). . 24 25 Proceeds used for credit enhancement 25 26 Proceeds allocated to reasonably required reserve or replacement fund 26 27 Proceeds used to currently refund prior issues 27 28 Proceeds used to advance refund prior issues 2S 29 Total(add lines 24 through 28)30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . . . Part V Description of Refunded Bonds.Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . ► years 33 Enter the last date on which the refunded bonds will be called(MM/DD/YYYY) ► 34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYIo For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev.9-2011) Form 8038-G(Rev.9-2011) Page 2 Part VI 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 (GIC)(see instructions) ca 0 00 b Enter the final maturity date of the GIC C Enter the name of the GIC provider► 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units 37 0 00 38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box• ❑and enter the following information: b Enter the date of the master pool obligation► c Enter the EIN of the issuer of the master pool obligation• d Enter the name of the issuer of the master pool obligation► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box . . . • ❑ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box ► ❑ 41a If the issuer has identified a hedge,check here• ❑ and enter the following information: b Name of hedge provider► c Type of hedge• d Term of hedge• 42 If the issuer has superintegrated the hedge,check box • ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations(see instructions),check box • ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148,check box ► ❑ 45a If some portion of the proceeds was used to reimburse expenditures,check here• ❑ and enter the amount of reimbursement • b Enter the date the official intent was adopted► Under penalties of perjury,-Fticlare th- I have ex-•• this return and accompanying schedules and statements: to the best of my knowledge Signature and belief,they arerue,correct,and mplet>. •-•fare that I consent to the IRS's disclosure of the issuer's return information,as necessary to and process this r.$ to the person t . I - • e. ,' I� Ronald L.Olson,City Manager Consent �' � � — Signature• ,--'s-uthorized representative Date Type or print name and title Paid Print/Type preparer's name Preparer's signature Date Check ❑ if PTIN Preparer self-employed Use Only Firm's name Firm's EIN • Firm's address• , Phone no. Form 8038-6(Rev.9-2011)