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RESOLUTION AND CERTIFICATE OF INCUMBENCY Lease Number 108301000 Lessee: City of Louisville Amount X245,446.24 WHEREAS, Lessee, a body politic and corporate duly organized and existing as a political subdivision, municipal corporation or similar public entity of the State or Commonwealth ("the State") is authorized by the laws of the State to purchase, acquire and lease certain equipment and other property for the benefit of the Lessee and its inhabitants and to enter into contracts with respect thereto; and WHEREAS, pursuant to applicable law, the governing body of the Lessee ("Goveming Body") is authorized to acquire, dispose of and encumber real and personal property, InGuding, without limitation, rights and interest in property, leases and easements necessary to the functions or operations of the Lessee. WHEREAS, the Goveming Body hereby finds and determines that the execution of one or more Lease Agreements or lease schedules ("Leases") in the amount not exceeding the amount stated above for the purpose of acquiring the property ("Equipment") to be described in the Leases is appropriate and necessary to the functions and operations of the Lessee. WHEREAS, National City Commercial Capital Company, LLC ("Lessor") shall act as Lessor under said Leases. NOW, THEREFORE, Be It Ordained by the Goveming Body of the Lessee: Section 1. Either one of the OR (each an "Authorized Representative") acting on behalf of the Lessee, is hereby authorized to negotiate, enter into, execute, and deliver one or more Leases in substantially the form set forth in the document presently before the Governing Body, which document is available for public inspection at the office of the Lessee. Each Authorized Representative acting on behalf of the Lessee is hereby authorized to negotiate, enter into, execute, and deliver such other documents relating to the Lease as the Authorized Representative deems necessary and appropriate. All other related contracts and agreements necessary anti incidental to the Leases are hereby authorized. Section 2. By a written instrument signed by any Authorized Representative, said Authorized Representative may designate specifically identified officers or employees of the Lessee to execute and deliver agreements and documents relating to the Leases on behalf of the Lessee. Section 3. The Lessee's obligations under the Leases shall be subject to annual appropriation or renewal by the Governing Body as set forth in each Lease and the Lessee's obligations under the Leases shall not constitute general obligations of the Lessee or indebtedness under the Constitution or laws of the State. Section 4. This resolution shall take effect immediately upon its adoption and approval. MATURES AND TITLES OF AUTHORIZED REPRESENTATIVES : AUTHORIZED LEASE SIGNORS ONLY Name Title Name Title Signature Signature ADOPTED AND APPROVED on this , 200_. Section 5. I, the undersigned Secretary/Clerk ident~ed below, does hereby certify that I am the duly elected or appointed and acting Secretary/Clerk of the above Lessee, a political subdivision duly organized and existing under the laws of the State where Lessee is located, that I have the title stated below, and that, as of the date hereof, the individuals named above are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. The undersigned Secretary/Clerk of the above-named Lesser hereby certifies and attests that the undersigned has access to the official records of the Governing Body of the Lessee, that the foregoing resolutions were duly adopted by said Goveming Body of the Lessee at a meeting of said Governing Body and that such resolutions have not been amended or altered and are in full force and effect on the date stated below. LESSEE: City of Louisville Signature of Secretary/Clerk of Lessee [SEAL] Print Name: Official Title, Date: