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EXHIBIT C-1 FORM OF AUTHORIZING RESOLUTION <br />A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF AN <br />EQUIPMENT LEASE/PURCHASE AGREEMENT WITH RESPECT TO THE <br />ACQUISITION, PURCHASE, FINANCING AND LEASING OF CERTAIN <br />EQUIPMENT FOR THE PUBLIC BENEFIT; AUTHORIZING THE EXECUTION <br />AND DELIVERY OF DOCUMENTS REQUIRED IN CONNECTION <br />THEREWITH; AND AUTHORIZING THE TAKING OF ALL OTHER ACTIONS <br />NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS <br />CONTEMPLATED BY THIS RESOLUTION. <br />WHEREAS, the City of San Leandro (the “City”), a charter city duly organized and <br />existing under the Constitution and laws of the State of California, is authorized by the laws of <br />the State of California to purchase, acquire and lease personal property for the benefit of the City <br />and its inhabitants and to enter into contracts with respect thereto; and <br />WHEREAS, the City desires to purchase, acquire and lease certain equipment with a cost <br />not to exceed $5,400,000 constituting personal property necessary for the City to perform <br />essential governmental functions and/or functions incidental thereto, such as LED lighting, <br />HVAC and other energy and water efficiency equipment to be installed at various locations in <br />the City (the “Equipment”); and <br />WHEREAS, in order to finance the acquisition and installation of the Equipment, the City <br />proposes to enter into an Equipment Lease/Purchase Agreement (the “Agreement”) with the <br />Bank of America, National Association, and an Escrow and Account Control Agreement (the <br />“Escrow Agreement”) with the Bank of America, National Association, as escrow agent, the <br />forms of which have been presented to this City Council at this meeting; and <br />WHEREAS, this City Council deems it for the benefit of the City and for the efficient and <br />effective administration thereof to enter into the Agreement and the Escrow Agreement, and the <br />other documentation related to the financing of the Equipment for the purchase, acquisition and <br />leasing of the Equipment on the terms and conditions therein provided; <br />NOW, THEREFORE, BE IT AND IT IS HEREBY RESOLVED by the City Council of the City of <br />San Leandro as follows: <br /> Section 1. Approval of Documents. The form, terms and provisions of the Agreement <br />and the Escrow Agreement are hereby approved in substantially the forms presented at this <br />meeting, with such insertions, omissions and changes as shall be approved by the City Manager, <br />Finance Director and City Clerk or any of them (each, an “Authorized Officer”), the execution of <br />the Agreement and the Escrow Agreement being conclusive evidence of such approval; and each <br />of the Authorized Officers is hereby authorized and directed to execute, and each of the <br />Authorized Officers is hereby authorized and directed to attest, the Agreement and the Escrow <br />195