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Contract - Roto - 2003-08-14 (2) CERTIFICATE OF LESSEE #03 059 The undersigned duly authorized representative of Costa Mesa Sanitary District ( Lessee ) as lessee under that Lease with Option to Purchase #03 059 dated as of August 14 2003 ( Lease ) with Municipal Finance Corporation as lessor hereby certifies as follows 1 I hold the position noted below and have been duly authorized to execute and deliver on behalf of Lessee the Lease and related documents pursuant to a resolution adopted by Lessee s governing body an original or certified copy of which is attached hereto ARLENE SCHAFER JAMES FERRYMAN Name of Authorized Representative (Print or Type) PRESIDENT SECRETARY Title (Print or Type) 2 Lessee has complied with all agreements and covenants and satisfied all conditions contemplated by the Lease on its part to be performed or satisfied on or before the date hereof 3 The representations warranties and covenants of Lessee contained in the Lease are true and correct in all material respects as of the date hereof as if made on this date 4 No litigation is pending or to the best of my knowledge threatened (either in state or federal courts) (a) to restrain or enjoin the issuance and delivery of the Lease or the collection of revenues to be used to meet Lessee s obligations under the Lease (b) in any way contesting or affecting the authority for the execution or delivery of the Lease or the validity of the Lease (c) in any way contesting the existence or powers of Lessee as such existence or powers in any way relate to the issuance of the Lease or Lessee s obligations under the Lease or (d) could materially adversely affect the financial position of Lessee 5 The Property being leased pursuant to the Lease is essential to the function of Lessee and is immediately needed by Lessee Such need is neither temporary nor expected to diminish during the Lease term The Property is expected to be used by Lessee for a period in excess of the Lease term 6 The scheduled Rental Payments for the Property do not exceed the fair rental value of the Property The meaning of the capitalized terms in this Certificate are the same as those provided in the Lease By �,••• __ By L a. , ., . , James Ferrym Arlene chafer Date August 14, 2003 Date August 14, 2003 INCUMBENCY CERTIFICATE COSTA MESA SANITARY DISTRICT I do hereby certify that I am the duly appointed and acting Secretary of the Board of the COSTA MESA SANITARY DISTRICT a political subdivision validly existing under the Constitution and laws of the State of California (the District ) and that as of the date hereof the individual named below is the duly appointed officer of the District holding the office set forth opposite her respective name I further certify that (i) the signature set forth opposite her respective name and title is true and authentic and (ii ) such officer has the authority on behalf of the District pursuant to Resolution No 2003 675 passed approved and adopted on August 14 2003 to enter into that certain Lease with Option to Purchase between the District and Municipal Finance Corporation and all documents relating thereto Name Title _.an, ture 1 Arlene Schafer President of the Board !1n A.. , IN WITNESS WHEREOF I have duly executed this certificate this ILIA �',, day of udf 2003 Seal etary of Board dives Ferryman