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Resolution 25, Series 2001 CERTIFICATE OF THE CITY OF LOUISVILLE, COLORADO Relating to City and County of Denver, Colorado Single Family Home Mortgage Revenue Bonds (Metro Mayors Caucus Single Family Mortgage Bond Prog-ram) Series 2001 The undersigned Mayor and City Clerk of the City of Louisville, Colorado (the "City") hereby certify that: 1. Resolution. Attached hereto as Exhibit A is a true and correct copy of a Resolution of the City Council of the City (the "Council") that was adopted by the Council in accordance with applicable law on the date indicated therein (the "Resolution"). All meetings of the Council at which action relating to the Resolution was taken were properly noticed in the manner and at the times required by law, were open at all times to the general public and were attended by a quorum of the Council. The Resolution has been signed, attested, sealed and made a permanent part of the records of the Council in accordance with applicable law; is in full force and effect; and has not been amended, modified or repealed since its adoption. 2. Delegation and Participation Agreement. Attached hereto as Exhibit B is a true and correct copy of a Delegation and Participation Agreement, dated as of the date indicated therein (the "Delegation and Participation Agreement"), by and between the City and the City and County of Denver, Colorado (the "Issuer"). The Delegation and Participation Agreement has been duly authorized, executed and delivered by the City and, upon due authorization, execution and delivery by the Issuer, will constitute a valid and binding obligation of the parties, enforceable against the parties in accordance with its terms. 3. Approval of Bonds and Project. A public hearing on behalf of the Council, the City and the Issuer was held in the office of the Community Planning and Development Agency for the City and County of Denver, Colorado. At such public heating, all interested persons were given an opportunity to express their views, both orally and in writing, on the proposed issuance of the Bonds and the location and nature of the Single Family Mortgage Loan Program. The Council and the Mayor have received a report of the hearing. The undersigned Mayor of the City, as the chief elected executive official of the City acting as such after such public hearing, hereby approves the Bonds and the Single Family Mortgage Loan Program, which approval is intended to comply with the provisions of Section 147(f) of the Internal Revenue Code of 1986, as amended. 02-84014.01