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EXHIBIT C <br />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 <br />hereof; <br />B. The Officials are duly authorized, on behalf of Lessee, to negotiate, <br />execute, in writing or electronically, and deliver the Equipment Lease/Purchase <br />Agreement dated as of January 22, 2021 by and between Lessee and Banc of America <br />Public Capital Corp (“Lessor”), the Escrow and Account Control Agreement dated as of <br />January 22, 2021 by and among Lessor, Lessee and Bank of America, N.A., as Escrow <br />Agent, the Installation Agreement dated September 21, 2020, between the Lessee and <br />Climatec, as amended and modified by that certain Memorandum of Understanding dated <br />as of January 22, 2021, among the Lessor, the Lessee and Climatec, all documents related <br />thereto and delivered in connection therewith, and any future modification(s) or <br />amendments thereof (collectively, the “Operative Agreements”), and the Operative <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: January 22, 2021 By: ____________________________________ <br />Name: ______________________________ <br />Title: _______________________________ <br />(The signer of this Certificate cannot be listed above as authorized to execute the Operative <br />Agreements.) <br />313