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CERTIFICATE OF CITY OF LOUISVILLE CONCERNING ASSIGNMENT OF PRIVATE ACTIVITY BOND VOLUME, CAP ALLOCATION TO THE HOUSING AUTHORITY OF THE COUNTY OF BOULDER, COLORADO I, the undersigned, hereby certify that I am the duly chosen, qualified and acting City Attorney of the City of Louisville, Colorado (the "City"), and that: 1 The City is a Colorado home rule municipal corporation, duly organized and existing under the constitution and laws of the State of Colorado 2. The City has been previously notified that, pursuant to Section 24-32-1706 of the Colorado Private Activity Bond Ceiling Allocation Act, Part 17 of Article 32 of Title 24, Colorado Revised Statutes (the "Allocation Act"), it has an allocation of a portion of the State ceiling (as defined in the Allocation Act) for 2019 in the amount of $1,126,125 3 Attached hereto as Exhibit A is a true and correct copy of a resolution (the "Resolution") authorizing the assignment to the Housing Authority of the County of Boulder, Colorado (the "Authority") of all of such allocation of the 2019 State ceiling in the amount of $1,126,125 (the "Assigned Allocation"), and authorizing the execution and delivery of an Assignment of Allocation dated as of August 20, 2019 (the "Assignment of Allocation") between the City and the Authority in connection therewith, which Resolution was duly adopted by the City Council of the City (the "City Council") at a meeting thereof held on August 20, 2019, at which meeting a quorum was present and acting throughout and which Resolution has not been revoked, rescinded, repealed, amended or modified and is in full force and effect on the date hereof. 4 The meeting of the City Council at which action has been taken with respect to the Assignment of Allocation was a regular meeting properly called and open to the public at all times. 5 With respect to the Assigned Allocation, the City has not heretofore (a) issued private activity bonds, (b) assigned the Assigned Allocation to another "issuing authority," as defined in the Allocation Act; (c) made a mortgage credit certificate election, or (d) treated the Assigned Allocation as an allocation for a project with a carryforward purpose, as defined in the Allocation Act. 6 The Assignment of Allocation, attached hereto as Exhibit B, is in substantially the form presented to and approved by the City Council at the meeting thereof held on August 20, 2019 7 On or before the date hereof, the Mayor of the City and the City Clerk officially executed counterparts of the Assignment of Allocation. 8 The City has authorized the execution, delivery and due performance of the Assignment of Allocation, and the execution and delivery of the Assignment of Allocation and the compliance by the City with the provisions thereof, will not, to the best of my knowledge, conflict with or constitute on the part of the City a breach of or a default under any 4838-6534-0311.2