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22. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested, to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Any such notice shall be deemed to have been received five days subsequent to mailing. 23. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. 24. GOVERNING LAW. This Lease shall be construed in accordance with, and governed by, the laws of the state of the Equipment Location. 25. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, such other documents and information as are reasonably necessary with respect to the transaction contemplated by this Lease. 26. ENTIRE AGREEMENT; WAIVER. The Lease Documents constitute the entire agreement between the parties with respect to the lease of the Equipment, and this Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. My provision of this Lease found to be prohibited by law shan be ineffective to the extent of such prohibition without invalidating the rernainder of this Lease. The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach fNor"!Of. IN WITNESS WHEREOF, the parties have executed this Agreement as of the 18 day of June 19 98 LESSEE: City of San Marcos, TX LESSOR: oration By: >C t '7f- / ./. M-i By: 0 . \) Bryan Eells Title: x: City Manager Titfe: Vir.p. Prp.~¡rlent OPINION OF COUNSEL With respect to that certain Equipment Lease-Purchase Agreement rLeaseW) dated June 18. 1998 by and between Lessor and Lessee, I am of the opinion that (i) Lessee is a tax exempt entity under Section 103 of the Internal Revenue Code of 1986, as amended; (ii) the execution, delivery and performance by Lessee of the lease have been duly authorized by all necessary action on the part of Lessee; (iii) the Lease constitutes a legal, valid and binding obligation of Lessee enforceable in accordance with its terms and aU statements contained in the lease and all related instruments are true; (iv) there are no suits, proceedings or investigations pending or, to my knowtedge, threatened against or affecting Lessee, at law or in equity. or before or by any governmental or administrative agency or ins1r1Jmentality which, if adversely determined, would have a material adverse effect on the transaction contemplated in the Lease or the ability of Lessee to perform its obligations under the Lease and Lessee is not in default under any material obligation for the payment of borrowed money. for the deferred purchase price of property or for the payment of any rent under any lease agreement which either individuaDy or in the aggregate would have the same such effect; and (v) all required public bidding pro Jres regarding the award of the Lease have been followed by Lessee and no governmental orders, permissions, consents, approvals or authorizat are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of the lease. Counsel for Lessee: ~ By, ~ 7vL~t. 7) .~II- Title: ~ Q,o -hr ~V-V\ c Î Date: X 3 (". 1/1 C '2-- 3 I I '1 '1.8 I