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								          	Governmental Equipment Lease-Purchase Agreement   								CATe
<br />      	Transaction Number 3893399    												Faancial
<br />		1. PARTIES
<br />  		LESSOR("we'  'us' or"our"):						LESSEE("you"or"your"):
<br />  		CATERPILLAR FINANCIAL SERVICES CORPORATION  			CITY OF REDLANDS
<br />  		2120 West End Avenue 							35 CAJON ST.
<br />  		Nashville,TN 37203    							REDLANDS,CA 92373-4786
<br />  		In reliance on your selection of the equipment described below(each a"Unit"),we have agreed to acquire and lease the Units to you,subject to the
<br />  		terms of this Lease.Until this Lease has been signed by our duly authorized representative, it will constitute an offer by you to enter into
<br />  		this Lease with us on the terms stated herein.
<br />       	2.  DESCRIPTION OF THE UNITS
<br /> 			DESCRIPTION OF UNITS		SERIALNIN  		ANNUAL		FINAL LEASE   	DELIVERY DATE
<br />     		Whether the Unit Is new or used,the 	Unique ID number for  	LEASE PAYMENT      	PAYMENT  	Enter date machine was
<br />      		model number,the manufacturer,       	this Unit 		This is due per       				delivered to you
<br />   			and the model name.    				period,as stated below in section 3.
<br />       	(1)New 420F2 Caterpillar fiackhoe Loader     			$27 174.35      		$101.00
<br />       	TERMS AND CONDITIONS
<br />      	3. Lease Payments;Current Expense You will pay us the lease payments,      pay to us, on demand, a late payment charge equal to the lesser of five
<br />		Including the final lease payment set forth above (collectively, the 'Lease      percent(5%)of such Payment or the highest charge allowed by law,
<br />		Payments"). Lease Payments will be paid by you to us as follows: a first   5. Security Interest To secure your obligations under this Agreement, you
<br />		payment of$27 174.35 will be paid in advance and the balance of the Lease      grant us a continuing first priority security interest in each Unit(including any
<br />		Payments is payable In 5 successive annual payments of which the first 4      Additional Collateral), Including all attachments, accessories and optional
<br />		payments are in the amount of$27 174.35 each,and the last payment is in      features (whether or not installed on such Units) and all substitutions,
<br />		the amount of$101.00 plus all other amounts then owing under this Lease,      replacements, additions, and accessions, and the proceeds of all the
<br />		with the first Lease Payment due on the date that we sign this Lease and      foregoing,including,but not limited to,proceeds in the form of chattel paper,
<br />		subsequent Lease Payments due on a like date of each year thereafter until      You authorize the filing of such financing statements and will, at your
<br />		paid in full.A portion of each Lease Payment constitutes interest and the      expense, do any act and execute, acknowledge, deliver, file, register and
<br />		balance of each Lease Payment is payment of principal.  The Lease      record any document, which we deem desirable to protect our security
<br />		Payments will be due without demand. You will pay the Lease Payments to      interest in each Unit and our rights and benefits under this Agreement. You,
<br />		us at Caterpillar Financial Services Corporation;  P.O.  Box 100647.      at your expense,will protect and defend our security interest in the Units and
<br />		Pasadena, CA 91189.0647 or such other location that we designate in      will keep the Units free and clear of any and all claims,liens,encumbrances
<br />		writing.  Your obligations, Including your obligation to pay the Lease      and legal processes however and whenever arising.
<br />		Payments due in any fiscal year,will constitute a current expense of yours
<br />		for such fiscal year and will not constitute an indebtedness of yours within    8. Disclaimer of Warranties WE HAVE NOT MADE AND DO NOT MAKE
<br />		the meaning of the constitution and laws of the State in which you are      ANY WARRANTY, REPRESENTATION OR COVENANT OF ANY KIND,
<br />		located (the 'State"). Nothing in this Agreement will constitute a pledge by      EXPRESS OR IMPLIED, AS TO THE UNITS, AS TO US, YOUR LEASE
<br />		you of any taxes or other moneys, other than moneys lawfully appropriated      AND PURCHASE OF THE UNITS WILL BE ON AN 'AS IS"AND"WHERE
<br />		from time to time for the payment of the 'Payments" (as defined in the last      IS" BASIS AND "WITH ALL FAULTS"  Nothing In this Agreement is
<br />		sentence of this Section) owing under this Agreement. You agree that,      intended to limit,waive,abridge or otherwise modify any rights,claims,
<br />		except as provided in Section 7,your duties and liabilities under this      or causes of action that you may have against any person or entity
<br />		Agreement  and  any  associated  documents  are  absolute  and      other than us.
<br />		unconditional. Your payment and performance obligations are not   7 Non-Appropriation You have an immediate need for,and expect to make
<br />		subject to cancelation,reduction,or setoff for any reason. You agree      immediate use of, the Units. This need is not temporary or expected to
<br />		to settle all claims,defenses,setoffs,counterclaims and other disputes      diminish during the term of this Agreement. To that end, you agree, to the
<br />		you may have with the Supplier,the manufacturer of the Unit,or any      extent permitted by law, to include in your budget for the current and each
<br />		other third party directly with the Supplier, the manufacturer or the      successive fiscal year during the term of this Agreement,a sufficient amount
<br />		third party,as the case may be. You will not assert,allege or make any      to permit you to discharge your obligations under this Agreement.
<br />		such claim,defense,setoff,counterclaim or other dispute against us or      Notwithstanding any provision of this Agreement to the contrary,we and you
<br />		with respect to the payments due us under this Agreement.As used in      agree that,in the event that prior to the commencement of any of your fiscal
<br />		this Agreement, "Payments' will mean the Lease Payments and any other      years you do not have sufficient funds appropriated to make the Payments
<br />		amounts required to be paid by you.   					due under this Agreement for such fiscal year, you will have the option of
<br />		The portion of the Lease Payments constituting principal will bear interest      terminating this Agreement as of the date of the commencement of such
<br />		(computed on the basis of actual days elapsed in a 360 day year)at the rate      fiscal year by giving us sixty(60)days prior written notice of your intent to
<br />		of 3.35%per annum. 							terminate. No later than the last day of the last fiscal year for which
<br />      	4. Late Charges If we do not receive a Payment on the date it is due,you will       appropriations were made for the Payments(the"Return Date"),you will
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