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INCUMBENCY CERTIFICATE (h~' hp financial ~erl/itas i I. Y tl " I INCUMBENCY CERTIFICATE (State and Local Government Master Operating Lease Agreement) I, the undersigned, being the duly appointed and acting Secretary or Clerk of City of Clearwater, Florida ("Lessee"), DO HEREBY CERTIFY that (i) I have custody of the records of Lessee; and (ii) based on an examination of such records of Lessee as of the date set forth below, the following persons in the respective capacities indicated opposite their names have been authorized to execute, with full authority to bind the Lessee, the State and Local Government Master Operating Lease Agreement between Lessee and Hewlett-Packard Financial Services Company as lessor ("Master Agreement"), and all other agreements, documents, and instruments executed and delivered and to be executed and delivered in connection therewith, including without limitation, the Master Agreement, any Schedules and Acceptance Certificates (as such terms are defined in the Master agreement; collectively referred to as the "Documents"); and (iii) the signature set forth opposite such individual's name and title/office is the true and authentic signature of that individual, (iv) each such individual has (and had on the date each such individual affixed his or her signature to the Lease) the authority to enter into the Lease on behalf of the Lessee. Name Title/Office Signature Assistant Leslie K. Dougall-Sides, City Attorney William B. Home II City Manager Frank V. Hibbard Mavor Cynthia E. Goudeau City Clerk On behalf of Lessee, I hereby certify the due and effective ratification, approval, an onfirmation of all such acts and things that any of the above-referenced persons has done or may do in connection with the matters outlined above prior or subsequent to the date of this Certificate. I do further certify that the foregoing authority shall remain in full force and effect, and Hewlett-Packard Financial Services Company shall be entitled to rely upon same, until written notice of the modification, rescission or revocation of same, in whole or in part, has been delivered to Hewlett-Packard Financial Services Company, but no such modification, rescission or revocation shall, in any event, be effective with respect to any documents executed or actions taken in reliance upon the foregoing authority prior to the delivery to Hewlett-Packard Financial Services Company of said written notice of said modification, rescission or revocation. The execution and delivery of the Documents for and on behalf of Lessee is not prohibited or in any manner restricted by any law, ordinance or regulation. IN WITNESS WHEREOF, I have duly executed this Incumbency Certificate and affixed Lessee's seal he,eto !hi, (,+- day of -0 ,2008. CITY OF CLEARWATER, FLORIDA Sigoarure~cr ~ Print Name: M 1!..1 I!, b III IV R Title: A~6'!5m"'T 017"1 &~< SEAL ITO BE EXECUTED BY PERSON OTHER THAN INDIVIDUAL (S) NAME IN BOX ABOVEI. Incumbency Certificate 11-02