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EXHIBIT C-2 <br />FORM OF INCUMBENCY AND AUTHORIZATION CERTIFICATE <br />The undersigned, a duly elected or appointed and acting City Clerk of the City of <br />San Leandro, California ( "Lessee ") certifies as follows: <br />A. The following listed persons are duly elected or appointed and <br />acting officials of Lessee (the "Officials") in the capacity set forth opposite their <br />respective names below and the facsimile signatures below are true and correct as <br />of the date 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 <br />America Public Capital Corp ("Lessor"), the Escrow and Account Control <br />Agreement dated as of January 22, 2021 by and among Lessor, Lessee and Bank of <br />America, N.A., as Escrow Agent, the Installation Agreement dated September 21, <br />2020, between the Lessee and Climatec, as amended and modified by that certain <br />Memorandum of Understanding dated as of January 22, 2021, among the Lessor, <br />the Lessee and Climatec, all documents related thereto and delivered in connection <br />therewith, and any future modification(s) or amendments thereof (collectively, the <br />"Operative Agreements "), and the Operative Agreements each are the binding and <br />authorized agreements of Lessee, enforceable in all respects in accordance with <br />their respective terms. <br />NAME OF OFFICIAL <br />TITLE <br />SIGNATURE <br />Frances Robustelli <br />City Manager <br />hIMM41,46 <br />Janelle Cameron <br />Assistant City Manager <br />Chui Man SusanHsieh <br />Finance Director <br />Dated: February 1, 2022 By: <br />NW: L icia . Migu <br />Title: ity Clerk <br />(The signer of this Certificate cannot be listed above as authorized to execute the Operative <br />Agreements.) <br />