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[AN “EXHIBIT A-1” MUST BE COMPLETED AND EXECUTED AT TIME OF EXECUTION OF THE AGREEMENT] <br />EXHIBIT A-1 <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 names <br />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, execute, <br />in writing or electronically, and deliver the Equipment Lease/Purchase Agreement dated <br />as of January 22, 2021 by and between Lessee and Banc of America Public Capital Corp <br />(“Lessor”), the Escrow and Account Control Agreement dated as of January 22, 2021 by <br />and among Lessor, Lessee and Bank of America, National Association, as Escrow Agent, <br />all documents related thereto and delivered in connection therewith, and any future <br />modification(s) or amendments thereof (collectively, the “Operative Agreements”), and <br />the Operative Agreements each are the binding and authorized agreements of Lessee, <br />enforceable in all 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 />340