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designation of Caterpillar Financial Services Corporation as Lessor, Caterpillar Financial Services Corporation shall not own the
<br />Equipment. Unless applicable law requires to the contrary, legal title to the Equipment, including, if applicable, any software license
<br />component thereof shall, so long as an Event of Default or the termination of this Agreement pursuant to Paragraph 4 hereof has not
<br />occurred, and only as provided by law, is in Lessee. Upon the occurrence of an Event of Default or termination of this Agreement
<br />pursuant to Paragraph 4 hereof, full and unencumbered legal title to the Equipment shall pass to the Lessor without the necessity of
<br />further action by the parties hereto, and the Lessee shall have no further interest therein. In connection with the reversion of title to
<br />Lessor, Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of Lessee's
<br />title and interest herein, and upon request by the Lessor, the Lessee shall deliver possession of the Equipment to the Lessor at
<br />Lessee's sole cost and expense and in the condition required by Paragraph 18 hereof.
<br />16. MISCELLANEOUS. This Agreement may not be modified, amended, altered or changed except by a written agreement
<br />signed by both parties. In the event any provision hereof shall be invalid or unenforceable, the remaining provisions hereof shall
<br />remain in full force and effect. This Agreement, together with exhibits, constitutes the entire Agreement between Lessee and Lessor
<br />and supersedes all prior and contemporaneous writings, understandings, agreements, solicitations, documents and representations,
<br />expressed or implied. Any terms and conditions of any purchase order or other documents submitted by Lessee in connection with
<br />this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement will not be binding on Lessor
<br />and will not apply to this Agreement.
<br />17. JURY TRIAL WAIVER. THE PARTIES TO THIS AGREEMENT HEREBY UNCONDITIONALLY WAIVE, IN A KNOWING AND
<br />INTENTIONAL MANNER, THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
<br />UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT OR RELATED DOCUMENTS, ANY DEALINGS
<br />BETWEEN THEM RELATING TO THE SUBJECT MATTER HEREOF OR ANY RELATED TRANSACTIONS, AND /OR THE
<br />RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN THEM.
<br />18. RETURN OF EQUIPMENT. If Lessor is entitled to obtain possession of any Equipment or if Lessee is obligated at any time to
<br />return any Equipment, then (a) title to the Equipment shall vest in Lessor immediately upon Lessor's notice thereof to Lessee, and
<br />(b) Lessee shall, at its sole expense and risk, immediately de- install, disassemble, pack, crate, insure and return the Equipment to
<br />Lessor (all in accordance with applicable industry standards) at any location in the continental United States selected by Lessor.
<br />Such Equipment shall be in the same condition as when received by Lessee (ordinary wear and tear excepted), shall be in good
<br />operating order and maintenance as required hereby, shall be free and dear of any liens (except Lessor's lien) and shall comply
<br />with all applicable laws and regulations. Until Equipment is returned as required above, all terms of this Agreement shall remain in
<br />full force and effect including, without limitation, Lessee's obligation to pay Lease Payments and to insure the Equipment.
<br />19. OTHER DOCUMENTS. In connection with the execution of this Agreement, Lessee shall cause to be delivered to Lesser (i) an
<br />Acceptance Certificate substantially in the form attached hereto as Attachment C, (ii) a certified copy of Lessee's Authorizing
<br />Resolution substantially in the form attached hereto as Attachment B, (iii) a Verification of Insurance substantially in the form
<br />attached hereto, (iv) an opinion of Lessee's counsel substantially in the form attached hereto as Attachment C, (v) a form 8038 G or
<br />8038 GC as required under the Code, and (vi) any other documents or items required by Lessor.
<br />20. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws, excluding the laws
<br />relating to the choice of law, of the State.
<br />Lessee:
<br />City of San Marcos
<br />Lessor:
<br />Caterpillar Financial Services Corporation
<br />—
<br />Signature:
<br />By: L t ocr K0 y 2 r
<br />Print Name
<br />Title:
<br />Signature:
<br />By: Charles. p er_
<br />Print eft1t Ma anger
<br />Title:
<br />
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