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The Sponsor's acceptance of this Offer and ratification and adoption of the Project Application incorporated herein <br /> shall be evidenced by execution of this instrument by the Sponsor, as hereinafter provided, and this Offer and <br /> Acceptance shall comprise a Grant Agreement, as provided by the Act, constituting the contractual obligations and <br /> rights of the United States and the Sponsor with respect to the accomplishment of the Project and compliance with <br /> the assurances and conditions as provided herein. Such Grant Agreement shall become effective upon the <br /> Sponsor's acceptance of this Offer. <br /> UNITED STAT S 0 AMERICA <br /> ,FE RAL '( TI ADMINISTRATION <br /> Brian Q. rmstrong, Manager <br /> Los Angeles Airports District Off e <br /> Part II-Acceptance <br /> The Sponsor does hereby ratify and adopt all assurances,statements, representations,warranties, covenants, and <br /> agreements contained in the Project Application and incorporated materials referred to in the foregoing Offer and <br /> does hereby accept this Offer and by such acceptance agrees to comply with all of the terms and conditions in this <br /> Offer and in the Project Application. <br /> Executed this 18th day of August ,2006 <br /> City of Prescott <br /> pe of r <br /> itga <br /> By: <br /> (Sponsor's Designated Official Representative) <br /> (SEAL) Title: Mayor <br /> Attest: , <br /> Title: City C erk <br /> CERTIFICATE OF SPONSOR'S ATTORNEY <br /> Gary D. Kidd , acting as Attorney for the Sponsor do hereby certify: <br /> That in my opinion the Sponsor is empowered to enter into the foregoing Grant Agreement under the laws of the <br /> State of Arizona. Further, I have examined the foregoing Grant Agreement and the actions taken by said Sponsor <br /> and Sponsor's official representative has been duly authorized and that the execution thereof is in all respects due <br /> and proper in accordance with the laws of the said State and the Act. In addition,for grants involving projects to be <br /> carried out on property not owned by the Sponsor,there are no legal impediments that will prevent full performance <br /> by the Sponsor. Further, it is my opinion that the said Grant Agreement constitutes a legal and binding obligation of <br /> the Sponsor in accordance with the terms thereof. <br /> Dated at Prescott, Arizona this 18th day of August , 2006 <br /> urepf Sponsor's At_192._-ngsy <br /> Page 4 of 4 Pages <br />