09-2068 City Core Network Infrastructure Equipment and Support Agreement

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E?:HIBIT D ® ~ ' Re: Tax-Exempt Lease/Purchase Agreement, together with the Property Schedule between Brocade Communications Systems, Inc. and City of Casselberry. The undersi ned, bein the dul elected, ualified and actin y~/ 9 g Y q g I+ l',V ~7" i f1J~ii~S~'~ri~of the City of Casselberry ("Lessee") do hereby certify, as of 9/15/2009, as follows: 1. Lessee did, at a meeting of the governing body of the Lessee held ~~ -;~ ~- ~=~~ by resolution or ordinance duly enacted, in accordance with all requirements of law, approve and authorize the execution and delivery of the above-referenced Tax-Exempt Lease/Purchase Agreement, together with the Property Schedule (the "Agreement") by the following named representative of Lessee, to wit: NAMEOF EXECUTING OFFICIAL TITLE SIGNATURE (Official who signed the documents.) OF EXECUTING OFFICIAL OF EXECUTING OFFICIAL 1 ~.~'l~.f ~~~ t,~~ ~c~~i`_.L~ } .LLI t~' ~ .fnr`YIa~~Ui;~'~ =, C_~CCG~(,~'GUi'_ ~ ~~~. And/ Or ~ J ,~~ 2. The above-named representative of the Lessee held at the time of such authorization and holds at the present time the office set forth above. 3. The meeting(s) of the governing body of the Lessee at which the Agreement was approved and authorized to be executed was duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, and the enactment approving the Agreement and authorizing the execution thereof has not been altered or rescinded. All meetings of the governing body of Lessee relating to the authorization and delivery of the Agreement have been: (a) held within the geographic boundaries of the Lessee; (b) open to the public, allowing all people to attend; (c) conducted in accordance with internal procedures of the governing body; and (d) conducted in accordance with the charter of the Lessee, if any, and the laws of the State. 4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default or an Event of Nonappropriation (as such terms are defined in the Agreement) exists at the date hereof with respect to this Agreement. 5. The acquisition of all of the Property under the Agreement has been duly authorized by the governing body of Lessee. 6. Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Rental Payments scheduled to come due during the current budget year under the Agreement and to meet its other obligations for the current budget year and such funds have not been expended for other purposes. 7. As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of the Agreement or of other agreements similar to the Agreement; (b) questioning the authority of Lessee to execute the Agreement, or the validity of the Agreement, or the payment of principal of or interest on, the Agreement; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Agreement; or (d) affecting the provisions made for the payment of or security for the Agreement. Cit of Casselber _ Attest By: /~ Title: /, .'~ ~`~,,~ SOMEONE:OTHER:T: N:THE EXECUTING!OFFICIAL S `ShOWN'A~Od'E MUST,SI~N WERE.. '.` This is counterpart # 1 of ~ manually executed counterparts. Only counterpart #1 constitutes chatte] paper