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HomeMy WebLinkAboutResolution - 2002-R0054 - Contract For Municipal Lease_Purchase For Vehicle Equip,Ment - 02_14_2002Resolution No. 2002-R0054 February 14, 2002 Item No. 24 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a contract for municipal lease/purchase of vehicles and equipment, by and between the City of Lubbock and Key Municipal Finance of Portland, Oregon and related documents. Said contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council this 14th day of February , 2002. WI SITTO , MAYOR ATTEST: Rebecca Garza, City Secretary APPROVED AS TO CONTENT: Victor Kilma Purchasing Manager APPROVED AS TO FORM: V / William de Haas Contract Manager/Attorney gs:/ccdocs/Contract-Municipal Finance.res Feb. 4, 2002 Wednesday, February 27, 2002 Mr. Ron Shuffield Lubbock, City of, Texas 1625 13th Street Lubbock, TX 79401 Dear Mr. Shuffield: Re: Key Municipal Finance, a division of Key Corporate Capital Inc. - Property Schedule No. 08 Enclosed please find true, exact and correct copies of the fully executed contracts for the recent Lubbock, City of, Texas leasing transaction. Thank you for choosing Key Municipal Finance, a division of Key Corporate Capital Inc. to handle your equipment acquisition. We look forward to meeting your business needs in the future. Sincere , Abd llah Syidi enc. i Resolution No. 2002-R0054 February 14, 2002 Item No. 24 Wednesday, February 06, 2002 City of Lubbock, Texas Mr. Ron Shuffield 162513th Street Lubbock, TX 79401 re: Key Municipal Finance, a division of Key Corporate Capital Inc. - Property Schedule No._08, Dear Mr. Shuffield: Enclosed you will find lease documents for the financing of your maintenance equipment. I have prepared these documents at the request of Kendall Hansen, Key Municipal Finance, a division of Key Corporate Capital Inc.. Please refer to the enclosed Document Checklist when preparing the documents. Once executed, you may return the original documents to me in the enclosed, pre -paid, self-addressed Airborne Express package. Please co tact either Kendall Hansen at 503-790-7624 or me at 720-304-1120 with any questionor concerns you may have. Sincerely, Syidi DOCUMENTATION CHECKLIST ❑ Addendum to Master Tax -Exempt Lease/Purchase Agreement ❑ Property Schedule * 08 ❑ Property Description and Payment Schedule -Exhibit 1 ❑ Lessee's Counsel's Opinion- Exhibit 2 Exhibit 2 is the standard legal opinion used by Key Municipal Finance, a division of Key Corporate Capital 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 and Arbitrage Rebate -Exhibit 6 ❑ Request for Certificate of Insurance The Insurance Certificate is required prior to funding. ❑ Notification of Tax Treatment Please provide the State of Sales/Use Tax Exemption Certificate ❑ 8038-G/GC The purpose of this form is to report to the IRS that we have completed a tax-exempt financing. ❑ Invoicing Instructions ❑ Escrow Agreement Please keep copies of Exhibit A (Form of Requisition of Costs of Property), Schedule 1 (Disbursement Schedule) and Exhibit A-2 (Final Payment Request Form). 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 A-2 will need to be filled out when the project is complete and it is your final payment request. ❑ Invoice for I" Payment *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. Addendum to Master Tax -Exempt Lease/Purchase Agreement THIS ADDENDUM, which is entered into as of 02/15/2002 between Key Municipal Finance, a division of Key Corporate Capital Inc. ("Lessor"), and City of Lubbock, Texas ("Lessee"), is intended to modify and supplement the Master Tax -Exempt Lease/Purchase Agreement between Lessor and Lessee dated 08/21/2001 (the "Master Agreement"). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Master Agreement. (a) Section 7.03 of the Master Agreement is hereby amended and restated in its entirety as follows: 7.03 Security Interest. To secure the performance of all of Lessee's obligations under this Agreement, including without limitation all Property Schedules now existing or hereafter executed, Lessee grants to Lessor, for the benefit of Lessor and its successors and assigns, a security interest constituting a first lien on Lessee's interest in all of the Property, whether now owned of hereafter acquired, all additions, attachments, alterations and accessions to the Property, all substitutions and replacements for the Property, and on any proceeds of the foregoing, including insurance proceeds. Lessee shall execute any additional documents, including financing statements, affidavits, notices and similar instruments, in form and substance satisfactory to Lessor, which Lessor deems necessary or appropriate to establish, maintain and perfect a security interest in the Property in favor of Lessor and its successors and assigns. Lessee hereby authorizes Lessor to file all financing statements which Lessor deems necessary or appropriate to establish, maintain and perfect such security interest. (b) A new Section 3.01(h) is hereby added to the Master Agreement, to read in its entirety as follows: (h) Lessee's exact legal name is set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior written notice to Lessor. IN WITNESS WHEREOF, Lessor and Lessee have caused this Addendum to be executed in their names by their duly authorized representatives as of the date first above written. Lessor: Key Municipal Finance, a division of Key Corporate Capital Inc. Name:- .c`, Title ;ec s cv s ti1� �� �r-'tC0,1Mv,LA APPROVED BEVERLY HO FINANCE DI( TO ,CjDNTEVT: G1Li" APPROVED AS TO FORN.,,/ ILLIAM dE HAAS CONTRACTS MANAGER/ATTORNEY Lessee: City of Lubbock, Texas By (IN 4a X �w Name: WINDY SITTON Title: MAYOR Attest: By: Name: REBECCA GARZA Title: CITY SECRETARY aZ or Form No: 96-220.o97 Page 1 of 1 Resolution No. 2002—ROO54 Property Schedule No. 08 Master Tax -Exempt Lease/Purchase Agreement This Property Schedule No. 08 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 08/21/2001, between Key Municipal Finance, a division of Key Corporate Capital Inc., and City of Lubbock, Texas. 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 02/15/2002. 3. Property Description and Payment Schedule. The Property subject to this Property Schedule is described in Exhibit 1 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. 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 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 all ancillary documents) are not received by Lessor at its place of business by 03/15/2002. 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 Municipal Finance, a division of Key Corporate Capital Inc. By: Name: PPROVED/IAS TO ICONENT: ffEVERLY rDJE�3 /FINANCE RECTOR APPROVED AS TO FORM: WI LIAM dE HAAS CONTRACTS MANAGER/ATTORNEY Lessee: City of Lubbock, Texas Name: WINDY SITTON Title: MAYOR Attest: By r Name: REBECCA GARZA Title: CITY SECRETARY � 6 F a EXHIBIT 1 Property Description and Payment Schedule Re: Property Schedule No. 08 to Master Tax -Exempt Lease/Purchase Agreement Key Municipal Finance, a division of Key Corporate Capital Inc. and City of Lubbock, Texas. The Property is as follows: The Property as more fully described in Exhibit A incorporated herein by reference and attached hereto. EQUIPMENT LOCATION: 1625 13th Street, Lubbock, TX 79401 USE: maintenance - 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 annual period of this Rental Payment Schedule commencing with the Acceptance Date. Total Principal Amount $110,273.00 Payment No. Due Date Rental Payment Interest Termination (Including Payment) 1 15-Feb-2002 23,725.17 0.00 89,144.26 2 15-Feb-2003 23,725.17 3,280.16 68,085.90 3 15-Feb-2004 23,725.17 2,505.30 46,229.42 4 15-Feb-2005 23,725.17 1,701.06 23,544.59 5 15-Feb-2006 23,725.17 866.35 0.00 Lessee: City of Lubbock, Texas Name: WINDY SITTON Title: MAYOR ATTEST: By CQ1J149_4-_'4_' - REBECCA GARZA, CITY SECRETA c2 6F ,2 <<ATTACHED EXHIBIT A -- PROPERTY DESCRIPTION>> no DESCRIPTION Volvo G710-VHP Motor Grader Feb-22-02 04:24pm From -CITY OF LUBBOCK-PURCHASING 8067752164 T-707 P.01/04 F-831 P.O. Box 2000 Lubbock, Texas 79457 (806) 775-2167 • Fax (806) 775-2164 Lessee's Counsel's Opinion Office of Purchasing RE: Property Schedule No. 08 to Master Tax -Exempt Lease/Purchase Agreement between Key Municipal Finance, a division of Key Corporate Capital Inc. and City of Lubbock, Texas. Ladies and Gentlemen: We have acted as special counsel to City of Lubbock, Texas ("Lessee"), in connection with the Master Tax -(Exempt Lease/Purchase Agreement, dated as of 08/21/2001 (the "Master Agreement"), between City of Lubbock, Texas, as lessee, and Key Municipal Finance, a division of Key Corporate Capital Inc. as lessor ("Lessor"), and the execution of Property Schedule No 08 (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 t-essee 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. Feb-22-02 04:24Pm From -CITY OF LUBBOCK-PURCHASING 8087752164 T-707 P.02/04 F-831 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. a. 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 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 relled 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: �yG 04/6'` Dated: aza 2 /J 0 EXHIBIT 3 Lessee's Certificate Re: Property Schedule No. 08 to Master Tax -Exempt Lease/Purchase Agreement Key Municipal Finance, a division of Key Corporate Capital Inc. and City of Lubbock, Texas. The undersigned, being the duly elected, qualified and acting of the City of Lubbock, Texas ("Lessee") do hereby certify, as of 02/15/2002, as follows: 1. Lessee did, at a meeting of the governing body of the Lessee held 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: NAME OF EXECUTING OFFICIAL TITLE OF EXECUTING OFFICIAL SIGNATURE F EXECUTING O F I WINDY SITTON MAYOR 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 Non appropriation (as such terms is 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 enjoy in 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. of Lubbock, Texas By: Title: REBECCA GARZA, CITY SECRETARY 6r 2- EXHIBIT 4 Payment of Proceeds Instructions Key Municipal Finance, a division of Key Corporate Capital Inc. 1000 South McCaslin Blvd. Superior, CO 80027 Re: Property Schedule No. 08 (the "Property Schedule") to Master Tax -Exempt Lease/Purchase Agreement between Key Municipal Finance, a division of Key Corporate Capital Inc. ("Lessor") and City of Lubbock, Texas ("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: Ci , 0� LUL60CL / By check By wire transfer V If by check, Payee's address: If by wire transfer, instructions as follows: 1 Pay to Bank Name:h12�ICQV� Bank Address: (40 ( 4V\Uf_ Q LAOi �1�4b }_ Bank Phone #: For Account of: Cl+L\ ® {- LU k Account No.: 51160 ABA No.: t (I 3 Z2 `��� City of Lubbock, Texas A►r)_u Title: CASH )rDERIT—AANAGER EXHIBIT 5 Acceptance Certificate Key Municipal Finance, a division of Key Corporate Capital Inc. 1000 South McCaslin Blvd. Superior, CO 80027 Re: Property Schedule No. 08 to Master Tax -Exempt Lease/Purchase Agreement between Key Municipal Finance, a division of Key Corporate Capital Inc. and City of Lubbock, Texas 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 Municipal Finance, a division of Key Corporate Capital 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: �- l f —e-) 7/ City of Lubbock, Texas j as Lessee By: Name: -RANDY.. WIN Title: I EXHIBIT 6 Bank Qualification And Arbitrage Rebate Key Municipal Finance, a division of Key Corporate Capital Inc. 1000 South McCaslin Blvd. Superior, CO 80027 Re: Property Schedule No. 08 to Master Tax -Exempt Lease/Purchase Agreement Key Municipal Finance, a division of Key Corporate Capital Inc. and City of Lubbock, Texas Qualified Tax -Exempt Obligation This section intentionally left blank Arbitrage 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: City of Lubbock, Texas B: IV Name: WINDY SITTON Title: MAYOR ATTE By REBECCA GARZA, CITY SECRE ARY d or Department of Human Resources P.O. Box 2000 • 1625 13th Street Lubbock, Texas 79457 (806) 775-2311 9 Fax: (806) 775-3316 CERTIFICATE OF SELF-INSURANCE The undersigned officer of the City of Lubbock, Texas, a Texas home rule municipality, hereby certifies that the City of Lubbock is self -insured for workers' compensation, auto liability, and general liability in accordance with the laws of the State of Texas and that the current balance of the self-insurance fund is $9,264,699.00. The existing cash asset balance is $10,420,094.00 as of the date stated below. Leisa Hutcheson Date: September 30, 2000 Risk Management Coordinator Request for Certificate of Insurance TO: Insurance Company: Contact Name: Telephone Number: Fax Number: FROM: Customer/Lessee Name: City of Lubbock, Texas 1625 13th Street Lubbock, TX 79401 Contact Name: Mr. Ron Shuffield Telephone Number: 806-775-2170 Fax Number: 806-775-2164 City of Lubbock, Texas is in the process of financing certain equipment from Key Municipal Finance, a division of Key Corporate Capital Inc.. In order to facilitate this transaction, please submit a Certificate of Insurance to: Key Municipal Finance, a division of Key Corporate Capital Inc. 1000 S. McCaslin Boulevard Superior, CO 80027 City of Lubbock, Texas requests that Key Municipal Finance, a division of Key Corporate Capital Inc. be listed as "Key Municipal Finance, a division of Key Corporate Capital Inc. and its Assigns" and named ADDITIONAL INSURED as to public liability coverage and SOLE LOSS PAYEE as to property coverage. A copy of said certificate should be forwarded to Key Municipal Finance, a division of Key Corporate Capital Inc. as described below. NOTE: Coverage is to include (1) insurance against all risks of physical loss or damage to the Equipment (including theft and collision for Equipment consisting of motor vehicles) and (2) commercial general liability insurance (including blanket contractual liability coverage and products liability coverage) for personal and bodily injury and property damage. In addition, Key Municipal Finance, a division of Key Corporate Capital Inc. is to receive 30 days' prior written notice of cancellation or material change in coverage. Please fax this completed information to: Key Municipal Finance, a division of Key Corporate Capital Inc. Attention: Abdullah Syidi Fax Number: 720-304-1479 Phone Number: 720-304-1120 Please contact the person above if you have any questions. Thank you! Notification of Tax Treatment Key Municipal Finance, a division of Key Corporate Capital 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 Municipal Finance, a division of Key Corporate Capital Inc. I have previously provided a completed exemption certificate to Key Municipal Finance, a division of Key Corporate Capital 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: City of Lubbock, Texas By: Name: WINDY SITTON Title: MAYOR ATTESrD By REBECCA GARZA, CITY SECRETA P.O. Box 2000 Lubbock, Texas 79457 (806) 775-2167 • Fax (806) 775-2164 EXEMPTION CERTIFICATE Office of Purchasing (For use by United States, Territories, or political subdivisions thereof, or of the District of Columbia.) February 13, 2002 The undersigned hereby certifies that he is Purchasing Manager of the CITY OF LUBBOCK, TEXAS, and that he is authorized to execute this certificate and that the article or articles specified in the accompanying order or on the reverse side hereof, are purchased from KEY MUNICIPAL FINANCE for the exclusive use of the CITY OF LUBBOCK, TEXAS, Municipality Tax Exempt No. 1-75-6000590-6. It is understood that the exemption from tax in the case of sales of articles under this exemption certificate to the United States, States, etc., is limited to the sale of articles purchased for their exclusive use, and it is agreed that if articles purchased tax-free under this exemption certificate are used otherwise or are sold to employees or others, such fact must be reported to the manufacturer of the article or articles covered by this certificate. It is also understood that the fraudulent use of this certificate to secure exemption will subject the undersigned and all guilty parties to a fine of not more than $10,000, or to imprisonment for not more than five years, or both, together with costs of prosecution. CITY OF LUBBOCK +Iwo tom_ VICTOR KILMAN PURCHASING MANAGER rxrr++rxrrrrrrxr+rrrwwrrrrrrr+rxrxrrrrwwrrrr++r++rr+rrrwrxr+rwwrwx+rrrrrrrr UCC DIRECT FOR WINDOWS - ORDER RECORD PRINT - 02/25/2002 10:17:40 AM xxrrr+rrwrrrrrrrr+rrr�rrrxrwxrrrr++rrrrrrr+wrrr+rrrrx+rwr++++rrrwr+++++++++ Client ID: 94639 Operator#/Name: Abdul Syidi SP/Lessor Code:Name: 94639:KEY MUNICIPAL FINANCE, A DIVISION OF KEY CORP. Transaction#: 1044 Status: R Transmit Date: Equip/Lease#: DFS No: Reference#: Date:2/25/2002 Assignee: Process Options: Standard Processing Filing Type: 1 - Original UCC-1, Secondary Type: (Blank) Entity Type: First/Middle Name: Name or Corp: City of Lubbock, Texas Address: 1625 13th Street City, STZip: LUBBOCK, TX 79401 County: LUBBOCK State of Organization: TX Organization ID: 75-6000590 Alternate Designation: Debtor/Secured Party FID/SS#: Amount of Indebtedness: Debtor Sign Name: Debtor Sign Title: Reference 3: Reference 4: COLLATERAL STATEMENT: See Schedule 1, consisting of 2 pages, attached hereto and incorporated herein by this reference. Schedule #08 AMENDMENT, RELEASE or SUBSEQUENT FILING TEXT: (NONE) REAL ESTATE DESCRIPTION: (NONE) ADDITIONAL NAMES, LOCATIONS: (NONE) FILING DATA: (NONE) SPECIAL INSTRUCTIONS: This is a municipality. ORDER PROCESS INSTRUCTIONS: [SEARCH: ] [SEND DOCUMENTS TO: J [PROCESS ORDER AS: ] [NOTIFICATIONS: No] Schedule 1 SECURED PARTY: Key Municipal Finance, a division of Key Corporate Capital Inc DEBTOR: City of Lubbock, Texas This financing statement covers all of Debtor's right, title and interest, whether now owned or hereafter acquired, in and to the equipment leased to Debtor under Property Schedule No. 08 dated 02/15/2002 to that certain Master Tax -Exempt Lease Purchase Agreement dated as of 08/21/2001, in each case between Debtor, as Lessee, and Secured Party, as Lessor, together with all accessions, substitutions and replacements thereto and therefor, and proceeds (cash and non - cash), including, without limitation, insurance proceeds, thereof (but without power of sale), including without limiting, all equipment described on Exhibit A attached hereto and made a part hereof. Debtor has no right to dispose of the equipment. no <<ATTACHED EXHIBIT A - PROPERTY DESCRIPTION>> DESCRIPTION Volvo G710-VHP Motor Grader Form 8038-G Information Return for Tax -Exempt Governmental Obligations (Rev. November 2000) (Under Internal Revenue Code section 149(e)) See separate instructions. OMB No. 1545-0720 Department of the Treasury Internal Revenue Service (Caution: If the issue price is under $100,000, use Form 8038-GC ) Reporting Authority If Amended Return, check here ❑ 1 Issuers name 2 Issuer's employer Identification number City of Lubbock. Texas 75-6000590 3 Number and street (or P. O. box if mail is not delivered to street address) Room/suite 4 Report number 1625 13th Street G2001- 5 City, town, or post office, state, and ZIP code 6 Date of issue Lubbock, TX 79401 7 Name of issue 8 CUSIP number Property Schedule No. 08 to Master Tax -Exempt Lease/Purchase Agreement None 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 Mr. Ron Shuffield, Purchasing 806-775-2170 Type of Issue (check applicable box(es) and enter the issue price for each) See instructions and attach schedule 11 U 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) maintenance ecuioment 18 $110,273 191 f obligations are TANs or RANs, check box ❑ If obligations are BANS, check box ► ❑ ;' tx� 201f obligations are in the form of a lease or installment sale, check box ► ❑},;<� 13MM Description of Obligations (Complete for the entire issue for which this form is being filed.) a Final maturity date () ty b Issue rice () p (c) Stated redemption (d) Weighted (e) Yield price at maturity average maturity 21 $110,273 $1102273 2.00 years 3.79% Uses of Proceeds of Bond Issue (including underwriters' discount) N/A 22P roceeds used for accrued interest.................................................................................................................................. 22 231s sue price of entire issue (enter amount line 21, column(b))........................................................................................... _ 23 24P roceeds used for bond issuance costs (including underwriters' discount) ........................ 24 25Pr oceeds used for credit enhancement. ... ...... ...................................................... _ ............. 25 26Pr oceeds allocated to reasonably required reserve or replacement fund ............................. 26 27Proceeds used to currently refund prior issues................................................................... 27 28Proceed s used to advance refund prior issues.................................................................... 28 29 4EE 29( Total add lines 24 through 28) 30No nrefunding proceeds 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.) N/A 30Ente r the remaining weighted average maturity of the bonds to be currently refunded ............................................ years 31 Ent er the remaining weighted average maturity of the bonds to be advance refunded ............................................ years 32Enter the last date on which the refunded bonds will be called............................................................................... 33En ter the date(s) the refunded bonds were issued Miscellaneous 35En ter the amount of the state volume cap allocated to the issue under section 141(b)(5).................................................... 35 -0- 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a -0- b Enter the final maturity date of the guaranteed investment contract 37P ooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a .. -0- b If this issue is a loan made from the proceeds of another tax-exempt issue, check box 0 ❑ 0 and enter the name of the issuer 0 and the date of the issue 1' 381f the iss uer has designated the issue under section 265(b)(3)(B)(i)(111) (small issuer exception), check box ........................................... ► ❑ 391f the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box......................................................................................... ❑ 401f the iss uer has identified a hedge, check box............................................................................................................................................. ❑ Please Under penalties of perjury, I de tare that I have examined this return, and accompanying schedules and statements, and to the best y knowle a and b I' f, y are true, cc ect, a d complete. ^ Van' L'�, Q���s Sign zy, IM,Z�I r2G a� Here �/ Siqnatu a of I suer' aut, o z representative Date Tvoe or print name and title LESSEE INVOICE INSTRUCTIONS City of Lubbock, Texas BILL TO ADDRESS: CITY OF LUBBOCK 1625 13TH STREET LUBBOCK TX 79401 BILLING CONTACT: First, M.I. and Last Name: ANDY C. BURCHAM Title: CASH & DEBIT MANAGER Phone Number: (8 0 6) 7 7 5— 214 9 Fax Number: (806) 775-2203 PURCHASE ORDER NUMBER: Invoices require purchase order numbers: YES NO Purchase Order Number: FEDERAL TAX ID NUMBER: 75-6000590 EQUIPMENT LOCATION (If different from Billing Address): CITY OF LUBBOCK 324 MUNICIPAL DRIVE LUBBOCK, TX 79403 ADDITIONAL INFORMATION NEEDED ON INVOICE: Resolution No. 2002-R0054 ESCROW AGREEMENT This Escrow Agreement (the "Escrow Agreement"), dated as of 02/15/2002 and entered into among Key Municipal Finance, a division of Key Corporate Capital Inc. ("Lessor"), City of Lubbock, Texas ("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 08/21/2001 and Schedule No. 08 thereunder, dated as of 02/15/2002 (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 Lubbock, Texas 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. 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 $110,273.00. 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. 2.13. 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 Corporate Capital Inc. as lien holder. (iii) Insurance certificate naming Key Municipal Finance, a division of Key Corporate Capital Inc., its successors and assigns as sole loss payee and additional insured for the specified equipment. 3. Termination of Escrow. (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 Lessee and applied first to the next payment due on the Lease and then to Lessor and 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 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. (c) Counsel and Fees. 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. (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. 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 Municipal Finance, a division of Key Corporate Capital Inc. By-&U&�?i-Q' ut o zed fficer(, Address: 1000 South McCaslin Blvd. Superior, CO 80027 KEYBA7 EONAL ASS; IATION By'L 4,4 Address: 60 St4te Street Albany, NY 12201 City of Lubbock, Texas BQYZA A Title WINDY IrTON, MAYOR Address: 1625 13th Street Lubbock, TX 79401 ATTEST By < J REBECCA GARZA, CITY SECRETARY EXHIBIT A FORM OF REQUISITION COSTS OF PROPERTY CIO Key Municipal Finance, a division of Key Corporate Capital Inc. 1000 South McCaslin Blvd. Superior, CO 80027 Attn: Abdullah Syidi 720-304-1120 On Behalf of: KeyBank National Association 60 State Street Albany, NY 12201 Amount Requested: $ t�25-N 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 0211512002, among City of Lubbock, Texas(the "Lessee"), Key Municipal Finance, a division of Key Corporate Capital 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) The 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 that such terms are is 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. i y 1 3. All capitalized terms herein shall have the meanings assigned to them in the Escrow Agreement City of LL43t46ck, Texas By: Name: �L1Li S� n Title: Ma Date: A5-0 S -U 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: Key Municipal R ance, diwsi of Key Corporate Capital Inc. By: � Date: 4 �.��.�, -7 [Lessee to attach final acceptance certification if final disbursement request.] SCHEDULE 1 DISBURSEMENT SCHEDULE To Requisition No. I for the Acquisition Fund: OU 1: Amount: $ I Lot1 7-a Z� —� I� f ii 1r Payee: U(j OY �ts 6b 0 By check By wire transfer If by check, Payee's address: If by wire transfer, instructions as follows: Pay to Bank Name:41YT1(11(AV*\5�0 Qn L_ Bank Address: 0 Ve , 0 li* Bank Phone: 0-1000 For Account of: C Ut11 Ci 6WOO& Account No: 1 ABA No: 1((32 -9 b3 2. Amount: $ Payee: By check By wire transfer, If by check, Payee's address: If by wire transfer, instructions as follows: Pay to Bank Name: Bank Address: Bank Phone: For Account of: Account No.: ABA No.: By: Title: Name: Date: 4 aL— I Wednesday, February 27, 2002 Mr. Ron Shuffield Lubbock, City of, Texas 1625 13th Street Lubbock, TX 79401 Dear Mr. Shuffield: Re: Key Municipal Finance, a division of Key Corporate Capital Inc. Property Schedule No. 09 Enclosed please find true, exact and correct copies of the fully executed contracts for the recent Lubbock, City of, Texas leasing transaction. Thank you for choosing Key Municipal Finance, a division of Key Corporate Capital Inc. to handle your equipment acquisition. We look forward to meeting your business needs in the future. Sincerel , Abd ,11ah Syidi enc. Resolution No. 2002-R0054 February 14, 2002 Item No. 24 Wednesday, February 06, 2002 City of Lubbock, Texas Mr. Ron Shuffield 162513th Street Lubbock, TX 79401 re: Key Municipal Finance, a division of Key Corporate Capital Inc. - Property Schedule No. 09 Dear Mr. Shuffield: Enclosed you will find lease documents for the financing of your vehicles. I have prepared these documents at the request of Kendall Hansen, Key Municipal Finance, a division of Key Corporate Capital Inc.. Please refer to the enclosed Document Checklist when preparing the documents. Once executed, you may return the original documents to me in the enclosed, pre -paid, self-addressed Airborne Express package. Please contact either Kendall Hansen at 503-790-7624 or me at 720-304-1120 with any questions or concerns you may have. Sincere , 1, Abdut, ah Syidi F as Key Municipal Finance Memorandum 1211 SW Fifth Avenue Suite 400 Portland, Oregon 97204 To: Ron Shuffield Cc: Tel: (503) 790-7624 Fax: (503) 790-7574 From: Abdullah Syidi Date: February 6, 2002 Subject: Titling information for Lease/Purchase financing In reference to the Lease/Purchase financing of the vehicle for City of Lubbock, part of the requirement of the financing is that Key Municipal Finance be listed on the titles to the equipment as lienholder as described below; 1. Title Information -For the vehicle we will want to be listed as lienholder on the titles or certificates of origin, using the following information (Key Municipal Finance a Division of Key Corporate Capital, Inc. — 1000 South McCaslin Boulevard, Superior, Co 80027). Please fax a copy of the completed MSO's to Abdullah Syidi's attention (listed below). If the equipment has already been titled by the City, the City will need complete DMV form (application for title and registration) to add KeyCorp as security interest holder and/or lessor on the equipment, we will need a fax copy of the completed form before the financing can be funded. Abdul Syidi Key Municipal Finance 1000 South McCaslin Boulevard Superior, CO 80027 Tel: (720) 304-1069 Fax: (720) 304-1479 If you have any questions regarding this information please give me a call. Titling Information.doc DOCUMENTATION CHECKLIST ❑ Property Schedule *09 ❑ Property Description and Payment Schedule -Exhibit 1 ❑ Lessee's Counsel's Opinion- Exhibit 2 Exhibit 2 is the standard legal opinion used by Key Municipal Finance, a division of Key Corporate Capital 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 and Arbitrage Rebate -Exhibit 6 ❑ Request for Certificate of Insurance The Insurance Certificate is required prior to funding. ❑ Notification of Tax Treatment Please provide the State of Sales/Use Tax Exemption Certificate ❑ 8038-G/GC The purpose of this form is to report to the IRS that we have completed a tax-exempt financing. ❑ Invoicing Instructions ❑ Escrow Agreement Please keep copies of Exhibit A (Form of Requisition of Costs of Property), Schedule 1 (Disbursement Schedule) and Exhibit A-2 (Final Payment Request Form). 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 A-2 will need to be filled out when the project is complete and it is your final payment request. ❑ Invoice for I" Payment *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. Property Schedule No. 09 Master Tax -Exempt Lease/Purchase Agreement This Property Schedule No. 09 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 08/21/2001, between Key Municipal Finance, a division of Key Corporate Capital Inc., and City of Lubbock, Texas. 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 is02/15/2002. 3. Property Description and Payment Schedule. The Property subject to this Property Schedule is described in Exhibit 1 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. 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 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 all ancillary documents) are not received by Lessor at its place of business by 03/15/2002. 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 Municipal Finance, a division of Key Corporate Capital Inc. B Name: v-7 .� e Title' k , � AP2ROVED AS TO CONTENT: BEVERLY KOtGES FINANCE J ECT APPROVE AS TO/ FO WILLIAM dE HAAS CONTRACTS MANAGER/ATTORNEY Lessee: City of Lubbock, Texas B Name: WINDY SITTON Title: MAYOR Attest: By A - Name: Title: CITY SECRETARY C >?0F;-2 EXHIBIT 1 Property Description and Payment Schedule Re: Property Schedule No. 09 to Master Tax -Exempt Lease/Purchase Agreement Key Municipal Finance, a division of Key Corporate Capital Inc. and City of Lubbock, Texas. The Property is as follows: The Property as more fully described in Exhibit A incorporated herein by reference and attached hereto. EQUIPMENT LOCATION: 1625 13th Street, Lubbock, TX 79401 USE: law enforcement - 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 annual period of this Rental Payment Schedule commencing with the Acceptance Date. Total Principal Amount $1,006,571.49 Payment No. Due Date Rental Payment Interest Termination (Including Payment) 1 15-Feb-2002 345,554.68 0.00 674,237.15 2 15-Feb-2003 345,554.68 19,962.71 342,133.34 3 15-Feb-2004 345,554.68 10,129.83 0.00 Lessee: City of Lubbock, Texas By: Name: WINDY SITTON Title: MAYOR ATTEST' BY: REBECCA GARZA, CITY SECR TARY t) ?:::7 'P.- <<ATTACHED EXHIBIT A -- PROPERTY DESCRIPTION>> QTY DESCRIPTION 47 2002 Chevrolet Impala Feb-22-02 04:25pm From -CITY OF LUBBOCK-PURCHASING 8067752164 T-707 P.03/04 F-831 Office of Purchasing P.O_ Box 2000 Lubbock. "texas 794577 (806) 775-2167 - FAX (806) 775-2164 I-CM11-01 Lessee's Counsel's Opinion RE: Property Schedule No. 09 to Master Tax -Exempt Lease/Purchase Agreement between Key Municipal Finance, a division of Key Corporate Capital Inc. and City of Lubbock, Texas. Ladies and Gentlemen: We have acted as special counsel to City of Lubbock, Texas ("Lessee"), in connection with the Master Tax -Exempt Lease/Purchase Agreement, dated as of 08/21 /2001 (the "Master Agreement"), between City of Lubbock, Texas, as lessee, and Key Municipal Finance, a division of Key Corporate Capital Inc. as lessor ('Lessor'), and the execution of Property Schedule No 09 (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. Feb-22-02 04:25pm From -CITY OF LUBBOCK-PURCHASING 8067752164 T-707 P.04/04 F-831 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 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, Dated: & -;?- c OrZ EXHIBIT 3 Lessee's Certificate Re: Property Schedule No. 09 to Master Tax -Exempt Lease/Purchase Agreement Key Municipal Finance, a division of Key Corporate Capital Inc. and City of Lubbock, Texas. The undersigned, being the duly elected, qualified and acting of the City of Lubbock, Texas ("Lessee") do hereby certify, as of 02/15/2002, as follows: 1. Lessee did, at a meeting of the governing body of the Lessee held 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: NAME OF EXECUTING OFFICIAL TITLE OF EXECUTING OFFICIAL SIGNATURE QF,,EXECUTING FFIC AL WINDY SITTON MAYOR 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 Nona ppropriation (as such terms is 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 enjoy in 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. EXHIBIT 4 Payment of Proceeds Instructions Key Municipal Finance, a division of Key Corporate Capital Inc. 1000 South McCaslin Blvd. Superior, CO 80027 Re: Property Schedule No. 09 (the "Property Schedule") to Master Tax -Exempt Lease/Purchase Agreement between Key Municipal Finance, a division of Key Corporate Capital Inc. ("Lessor") and City of Lubbock, Texas ("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: 5k(An V'Od(_ C P11//►^O( By check By wire transfer V If by check, Payee's address: If by wire transfer, instructions as follows: Pay to Bank Name: _PN8 -R nan(i al Bank Address: 9010 OnyvQV-ti ky-e U 6O(jt, Y, 1`O 1111 Bank Phone #(W. For Account of: Shamrojl, CIAP/d ro(4 Account No.: ( 2-- C�O1 _ 3 ABA No.: 11 City of Lubbock, Texas By: —NA A Name: BNDV r _ RTTRCHAM Title: CASH fi DEBIT MANAGER EXHIBIT 4 Payment of Proceeds instructions Key Municipal Finance, a division of Key Corporate Capital Inc. 1000 South McCaslin Blvd, Superior, CO 80027 Re: Property Schedule No. 09 (the "Property Schedule") to Master Tax -Exempt Lease/Purchase Agreement between Key Municipal Finance, a division of Key Corporate Capital Inc. ("Lessor") and City of Lubbock, Texas ("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: 564mroau N rO14 By check By wire transfer V If by check, Payee's address: If by wire transfer, instructions as follows: Pay to Bank Name: pNb Pino�Y)Ch al Bank Address: 0 its Onfye'Sri Ave,LU000ji- Bank Phone #: For Account of. 5h aYYY)oaL, Account No.: 12= qRj — 3 ABA No.:��- City of Lubbock, Texas By: Name: ANnv r _ iTTizr_FraM Title: CABS & DERTT MANAGER EXHIBIT 5 Acceptance Certificate Key Municipal Finance, a division of Key Corporate Capital Inca 1000 South McCaslin Blvd, Superior, CO 80027 Re: Property Schedule No. 09 to Master Tax -Exempt Lease/Purchase Agreement between Key Municipal Finance, a division of Key Corporate Capital Inc. and City of Lubbock, Texas 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 Municipal Finance, a division of Key Corporate Capital 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: �- " [ I C) z/ City of Lubbock, Texas as Lessee By: Name: Title: a EXHIBIT 6 Bank Qualification And Arbitrage Rebate Key Municipal Finance, a division of Key Corporate Capital Inc. 1000 South McCaslin Blvd. Superior, CO 80027 Re: Property Schedule No. 09 to Master Tax -Exempt Lease/Purchase Agreement Key Municipal Finance, a division of Key Corporate Capital Inc. and City of Lubbock, Texas Qualified Tax -Exempt Obligation This section intentionally left blank Arbitrage 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: City of Lubbock, Texas Name: WINDY SITTON Title: MAYOR ATTEST: BY: 4 .Q C e- "`— REBECCA GARZA, CITY SECRETARY Department of Human Resources P.O. Box 2000 • 1625 13th Street Lubbock, Texas 79457 (806) 775-2311 9 Fax: (806) 775-3316 CERTIFICATE OF SELF-INSURANCE The undersigned officer of the City of Lubbock, Texas, a Texas home rule municipality, hereby certifies that the City of Lubbock is self -insured for workers' compensation, auto liability, and general liability in accordance with the laws of the State of Texas and that the current balance of the self-insurance fund is $9,264,699.00. The existing cash asset balance is $10,420,094.00 as of the date stated below. 3 Leisa Hutcheson Date: September 30, 2000 Risk Management Coordinator Request for Certificate of Insurance TO: Insurance Company: Contact Name: Telephone Number: Fax Number: FROM: Customer/Lessee Name: City of Lubbock, Texas 1625 13th Street Lubbock, TX 79401 Contact Name: -Mr. Ron Shuffield Telephone Number: 806-775-2170 Fax Number: 806-775-2164 City of Lubbock, Texas is in the process of financing certain equipment from Key Municipal Finance, a division of Key Corporate Capital Inc.. In order to facilitate this transaction, please submit a Certificate of Insurance to: Key Municipal Finance, a division of Key Corporate Capital Inc. 1000 S. McCaslin Boulevard Superior, CO 80027 City of Lubbock, Texas requests that Key Municipal Finance, a division of Key Corporate Capital Inc. be listed as "Key Municipal Finance, a division of Key Corporate Capital Inc. and its Assigns" and named ADDITIONAL INSURED as to public liability coverage and SOLE LOSS PAYEE as to property coverage. A copy of said certificate should be forwarded to Key Municipal Finance, a division of Key Corporate Capital Inc. as described below. NOTE: Coverage is to include (1) insurance against all risks of physical loss or damage to the Equipment (including theft and collision for Equipment consisting of motor vehicles) and (2) commercial general liability insurance (including blanket contractual liability coverage and products liability coverage) for personal and bodily injury and property damage. In addition, Key Municipal Finance, a division of Key Corporate Capital Inc. is to receive 30 days' prior written notice of cancellation or material change in coverage. Please fax this completed information to: Key Municipal Finance, a division of Key Corporate Capital Inc. Attention: Abdullah Syidi Fax Number: 720-304-1479 Phone Number: 720-304-1120 Please contact the person above if you have any questions. Thank you! Notification of Tax Treatment Key Municipal Finance, a division of Key Corporate Capital 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 Municipal Finance, a division of Key Corporate Capital Inc. I have previously provided a completed exemption certificate to Key Municipal Finance, a division of Key Corporate Capital 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: City of Lubbock, Texas By. Name: WINDY SITTON Title: MAYOR ATTEST - BY � C — REBECCA GARZA, CITY SECRETARY -- UCC DIRECT FOR WINDOWS - ORDER RECORD PRINT - 02/25/2002 10:19:16 AM rrif+ri*rYr++ra}iYrii+ii*f4r#iiii*iri}iY+ririiiYiri+iiii*+#4fi+*+#iiiir**rY Cli6Sit iD: 94639 Operator#/Name: Abdul Syidi SP/Lessor Code:Name: 94639:KEY MUNICIPAL FINANCE, A DIVISION OF KEY CORP. Transaction#: 1045 Status: R Transmit Date: Equip/Lease#: DFS No: Reference#: Date:2125/2002 Assignee: Process Options: Standard Processing Filing Type: 1 - Original UCC-1, Secondary Type: (Blank) Entity Type: First/Middle Name: Name or Corp: City of Lubbock, Texas Address: 1625 13th Street City, ST Zip: LUBBOCK, TX 79401 County: LUBBOCK State of Organization: TX Organization ID: 75-6000590 Alternate Designation: Debtor/Secured Party FID/SS#: Amount of Indebtedness: Debtor Sign Name: Debtor Sign Title: Reference 3: Reference 4: COLLATERAL STATEMENT: See Schedule 1, consisting of 2 pages, attached hereto and incorporated herein by this reference. Schedule #09 AMENDMENT, RELEASE or SUBSEQUENT FILING TEXT (NONE) REAL ESTATE DESCRIPTION: (NONE) ADDITIONAL NAMES, LOCATIONS: (NONE) FILING DATA: (NONE) SPECIAL INSTRUCTIONS: This is a municipality. ORDER PROCESS INSTRUCTIONS: [SEARCH: ] [SEND DOCUMENTS TO: ] [PROCESS ORDER AS: J [NOTIFICATIONS: No] Schedule 1 SECURED PARTY: Key Municipal Finance, a division of Key Corporate Capital Inc. DEBTOR: City of Lubbock, Texas This financing statement covers all of Debtor's right, title and interest, whether now owned or hereafter acquired, in and to the equipment leased to Debtor under Property Schedule No. 09 dated 02/15/2002 to that certain Master Tax -Exempt Lease Purchase Agreement dated as of 08/21/2001, in each case between Debtor, as Lessee, and Secured Party, as Lessor, together with all accessions, substitutions and replacements thereto and therefor, and proceeds (cash and non - cash), including, without limitation, insurance proceeds, thereof (but without power of sale), including without limiting, all equipment described on Exhibit A attached hereto and made a part hereof. Debtor has no right to dispose of the equipment. QTY <<ATTACHED EXHIBIT A — PROPERTY DESCRIPTION>> DESCRIPTION 47 2002 Chevrolet Impala P.O. Box 2000 Lubbock, Texas 79457 (806) 775-2167 • Fax (806) 775-2164 EXEMPTION CERTIFICATE Office of Purchasing (For use by United States, Territories, or political subdivisions thereof, or of the District of Columbia.) February 13, 2002 The undersigned hereby certifies that he is Purchasing Manager of the CITY OF LUBBOCK, TEXAS, and that he is authorized to execute this certificate and that the article or articles specified in the accompanying order or on the reverse side hereof, are purchased from KEY MUNICIPAL FINANCE for the exclusive use of the CITY OF LUBBOCK, TEXAS, Municipality Tax Exempt No. 1-75-6000590-6. It is understood that the exemption from tax in the case of sales of articles under this exemption certificate to the United States, States, etc., is limited to the sale of articles purchased for their exclusive use, and it is agreed that if articles purchased tax-free under this exemption certificate are used otherwise or are sold to employees or others, such fact must be reported to the manufacturer of the article or articles covered by this certificate. It is also understood that the fraudulent use of this certificate to secure exemption will subject the undersigned and all guilty parties to a fine of not more than $10,000, or to imprisonment for not more than five years, or both, together with costs of prosecution. CITY OF LUBBOCK vc�� � VICTOR KILMAN PURCHASING MANAGER Form 8038-G Information Return for Tax -Exempt Governmental Obligations (Rev. November 2000) ► (Under Internal Revenue Code section 149(e)) ► See separate instructions. OMB No. 1545-0720 Internal Revenue Service Department of the Treasury (Caution: if the issue price is under $100, 000, use Form 8038-GC ) Reporting Authority If Amended Return, check here ► ❑ 1 Issuers name 2 Issuer's employer Identification number City of Lubbock, Texas 75-6000590 3 Number and street (or P. 0. box if mail is not delivered to street address) Room/suite 4 Report number 1625 13th Street G2001- 5 City, town, or post office, state, and ZIP code 6 Date of issue Lubbock, TX 79401 7 Name of issue 8 CUSIP number Property Schedule No. 09 to Master Tax -Exempt Lease/Purchase Agreement None 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 1 Mr. Ron Shuffield, Purchasing 806-775-2170 Type of Issue (check applicable box(es) and enter the issue price for each) See instructions and attach schedule 11 ❑ Education.............................................................. ......... ....... ....... ................ ..... ....... ........... ....... ...... :............... .. 12 ❑ Health and hospital ................................................ ................ .............................................................. I ...... I..... 13 ❑ Transportation.................................................................................................................................................. 14 ❑ Public Safety ...................................................................................................................................................... 15 ❑ Environmental (including sewage bonds)......................................................................................................... 16 ❑ Housing.............................................................................................................................................................. 17 ❑ Utilities................................................................................. 18 ® Other. Describe (see instructions) ► vehicles 191 f obligations are TAN or RANs, check box ► ❑ If obligations are BANS, check box ► ❑ 201f obligations are in the form of a lease or installment sale, check box ........................ ► ❑ Description of Obligations (Complete for the entire issue for which this form is being filed.) $1,006,571 (a) Final maturity date (b) Issue price (c) Stated redemption (d) Weighted (e) Yield price at maturity average maturity 21 $1,006,571 $1,006,571 0.99 years 3.02% Uses of Proceeds of Bond Issue (including underwriters' discount) NIA 22P roceeds used for accrued interest.................................................................................................................................. 22 231s sue price of entire issue (enter amount line 21, column(b))........................................................................................... 23 24P roceeds used for bond issuance costs (including underwriters' discount) ........................ 24 25Pr oceeds used for credit enhancement................................................................................. 25 26Pr oceeds allocated to reasonably required reserve or replacement fund. ....... ................. 26 27Pro ceeds used to currently refund prior issues................................................................... 27 28Proceed s used to advance refund prior issues.................................................................... 28 29 29( Total add lines 24 through 28) 30 30No nrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) ............................................ Description of Refunded Bonds (Complete this part only for refunding bonds.) N/A 30Ente r the remaining weighted average maturity of the bonds to be currently refunded ............................................ ► Years 31Ent er the remaining weighted average maturity of the bonds to be advance refunded ............................................ ► years 32Enter the last date on which the refunded bonds will be called............................................................................... ► 33Enter the date(s) the refunded bonds were issued ► Miscellaneous 35En ter the amount of the state volume cap allocated to the issue under section 141(b)(5).................................................... 35 -0- 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a -0- b Enter the final maturity date of the guaranteed investment contract ► _ 37P ooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a -0- b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ ► and enter the name of the issuer ► and the date of the issue ► 381f the iss uer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ........................................... ► ❑ 391f the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box......................................................................................... ► ❑ 401f the is suer has identified a hedge, check box............................................................................................................................................. ► ❑ Please Under enalties of perjury, 1 declare that I have examined this return, and accompanying schedules and statements, and to the best 0 my know) ge and belief, they are true; correct, and complete. Y {� Sign ► r 1 _ ► tMCd.E 0 el 4rls t G �LL Here � -�� Signature Iss er's 4uthon d representative ! r a�r Type or print name and title LESSEE INVOICE INSTRUCTIONS City of Lubbock, Texas BILL TO ADDRESS: CITY OF LUBBOCK 1625 13TH STREET LUBBOCK, TX 79401 BILLING CONTACT: First, M.I. and Last Name: ANDY C . BURCHAM Title: CASH & DEBIT MANAGER Phone Number: (8 0 6) 7 7 5— 214 9 Fax Number: (806) 775-2203 PURCHASE ORDER NUMBER: Invoices require purchase order numbers: YES NO Purchase Order Number: FEDERAL TAX ID NUMBER: 75-6000590 EQUIPMENT LOCATION (If different from Billing address): CITY OF LUBBOCK 324 MUNICIPAL DRIVE LUBBOCK, TX 79403 ADDITIONAL INFORMATION NEEDED ON INVOICE: Resolution No. 2002—R0054 ESCROW AGREEMENT This Escrow Agreement (the "Escrow Agreement"), dated as of 02/15/2002 and entered into among Key Municipal Finance, a division of Key Corporate Capital Inc. ("Lessor"), City of Lubbock, Texas ("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 08/21/2001 and Schedule No. 09 thereunder, dated as of 02/15/2002 (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 Lubbock, Texas 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. 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 $1,006,571.49. 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 Corporate Capital Inc. as lien holder. (iii) Insurance certificate naming Key Municipal Finance, a division of Key Corporate Capital Inc., its successors and assigns as sole loss payee and additional insured for the specified equipment. 3. Termination of Escrow. (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 Lessee and applied first to the next payment due on the Lease and then to Lessor and 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 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 non appropriation, 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. (c) Counsel and Fees. 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. (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. 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 Municipal Finance, a division of Key Corporate Capital Inc. BY 4a'�/�'' Aut ized Officer Title.\�%_5 Address: 1000 South McCaslin Blvd. Superior, CO 80027 KEYBANK ATIONAL ASSO I TION By Address: 60 State Street Albany, NY 12 02 of City of Lubbock, Texas By Title WINDY SIT40NI MAYOR Address: 1625 13th Street Lubbock, TX 79401 ATTEI�T B Y I REBECCA GARZA, CITY(SECRETAR Finance Division P.O. Box 2000. 162513'h Street Lubbock, Texas 79457 (806) 775-2149 (806) 775-2033 (fax) EXHIBIT A FORM OF REQUISITION COSTS OF PROPERTY C/O Key Municipal Finance, a division of Key Corporate Capital Inc. 1000 South McCaslin Blvd. Superior, CO 80027 Attn: Abdullah Syidi 720-304-1120 On Behalf of: KeyBank National Association 60 State Street Albany, NY 12201 Amount Requested: $ J71-7 (0. 1 Total Disbursements to Date: $ 9 �Tl I o 4, 60 Requisition No.: 3 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 02/15/2002, among City of Lubbock, Texas(the "Lessee"), Key Municipal Fi^&nce, a division cf Key Corporate Capital 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 chargeagainst 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 yetincorporated into the Property or for services not yet performed in connection therewith; (c) The insurance requirements of the Lease have been complied with and such coverage is in force; • Page 2 April 17, 2002 (d) as of the date of this Requisition no event of default or event of nonappropriation, if any, asthat such terms are is 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 City of ck, T s By: Name. _ Title: mor Date: 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: Key M icipa irtaW division of Key Corporate Capital Inc. By: Date: (`," [Lessee to attach final acceptance certification if final disbursement request.] Finance Division P.O. Box 2000. 162513'h Street Lubbock, Texas 79457 (806) 775-2149 (806) 775-2033 (fax) EXHIBIT A FORM OF REQUISITION COSTS OF PROPERTY C/O Key Municipal Finance, a division of Key Corporate Capital Inc. 1000 South McCasiin Blvd. Superior, CO 80027 Attn: Abdullah Syidi 720-304-1120 On Behalf of: KeyBank National Association 60 State Street Albany, NY 12201 Amount Requested: $ 3 0 67 ©. oc� Total Disbursements to Date: $ ot5 0 , 2-44 0 o Requisition No.: 2- 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 02r1 5/2u02, among f Lubbock, Texas(the "Lessee"), Key Municipal Finance, a division of �to� � City : Key Corporate Capital 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 chargeagainst 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 yetincorporated into the Property or for services not yet performed in connection therewith; (c) The insurance requirements of the Lease have been complied with and such coverage is in force; 0 Page 2 April 17, 2002 (d) as of the date of this Requisition no event of default or event of nonappropriation, if any, asthat such terms are is 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 City of4Lubbc , Teas Na Name Title: N&LNF— Date: 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: Key M icipal ina c a ivision of Key Corporate Capital Inc. Name:" T �k Date; [Lessee to attach final acceptance certification if final disbursement request.] SCHEDULE 1 DISBURSEMENT SCHEDULE To Requisition No. 2_ for the Acquisition Fund: 01 1. Amount: $ '3$, gZ p_oo Payee: Ltrnr O CW-y Y O 1 e+ By check By wire transfer If by check, Payee's address: If by wire transfer, instructions as follows: Pay to Bank Name: i mb �:i Y1Li Bank Address: 5n l Ve v . L� ) TX 19gI3 Bank Phone``: -1 For Account of: JI`lGl1^( rock, NW <ryk4 Account No: U-- ABA No: I I I32L1 2. Amount: $ Payee: By check By wire transfer. If by check, Payee's address: If by wire transfer, instructions as follows: Pay to Bank Name: Bank Address: Bank Phone: For Account of: Account No.: ABA No.: By: _ �-Lo Title: CASH & DESTT MANAGER Name: Date: 4 -7 01__- P- SCHEDULE1 DISBURSEMENT SCHEDULE To Requisition No. for the Acquisition Fund: ®� G1 o 1. Amount: $ 1 C JOt Z, Payee: r m ro�L (ACV jr By check By wire transfer ✓ If by check, Payee's address: If by wire transfer, instructions as follows: Pay to Bank Name: ��b -�,wJ Bank Address: 5DID Qvvvv-- BankPhone: For Account of: %W00 Ncyl-4t Account No: i ABA No: i 1 l3Z1-9'011 2. Amount: $ Payee: By check By wire transfer. If by check, Payee's address: I If by wire transfer, instructions as follows: Pay to Bank Name: Bank Address: Bank Phone: For Account of: Account No.: ABA No.: