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EXHIBIT C-2 FORM OF INCUMBENCY AND AUTHORIZATION CERTIFICATE <br />The undersigned, a duly elected or appointed and acting [City Clerk] of the City of San <br />Leandro, California (“Lessee”) certifies as follows: <br /> A. The following listed persons are duly elected or appointed and acting <br />officials of Lessee (the “Officials”) in the capacity set forth opposite their respective <br />names below and the facsimile signatures below are true and correct as of the date hereof; <br /> B. The Officials are duly authorized, on behalf of Lessee, to negotiate, <br />execute and deliver the Equipment Lease/Purchase Agreement dated as of July 21, 2016, <br />by and between Lessee and Bank of America, National Association (“Lessor”), the <br />Escrow and Account Control Agreement dated as of July 21, 2016 among Lessor, Lessee <br />and Bank of America, National Association, as Escrow Agent, and all documents related <br />thereto and delivered in connection therewith (collectively, the “Agreements”), and the <br />Agreements each are the binding and authorized agreements of Lessee, enforceable in all <br />respects in accordance with their respective terms. <br />NAME OF OFFICIAL TITLE SIGNATURE <br />__________________ _________________ _____________________ <br />__________________ _________________ _____________________ <br />__________________ _________________ _____________________ <br />Dated: ______________________ By: ____________________________________ Name: ______________________________ Title: _______________________________ <br />(The signer of this Certificate cannot be listed above as authorized to execute the Agreements.) <br /> <br />198