NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ADAMS COUNTY, COLORADO:

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1 STATE OF COLORADO ) COUNTY OF ADAMS ) At a regular meeting of the Board of County Commissioners for Adams County, Colorado, held at the Administration Building in Brighton, Colorado on the 3 rd day of November, 2010 there were present: Alice J. Nichol W.R. Skip Fischer Larry W. Pace Hal B. Warren Kristen Hood, Deputy Chairman Commissioner Commissioner County Attorney Clerk of the Board when the following proceedings, among others were held and done, to-wit: A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE BY ADAMS COUNTY, COLORADO OF REVENUE BONDS (PHOENIX CENTER SERVICES, LLC PROJECT), SERIES 2010, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $13,000,000 TO FINANCE A CERTAIN CORRECTIONAL, DETENTION AND TREATMENT CENTER FACILITY OWNED BY PHOENIX CENTER, LLC; AUTHORIZING THE EXECUTION AND DELIVERY BY THE COUNTY OF THE BONDS AND A RELATED AMENDED AND RESTATED LOAN AGREEMENT, INDENTURE OF TRUST AND CLOSING DOCUMENTS; AND MAKING CERTAIN FINDINGS WHEREAS, Adams County, Colorado (the "County") is a legally created, established, organized and existing County under the Constitution of the State of Colorado (the "State"); and WHEREAS, Phoenix Center Services, LLC (the "Borrower"), a Colorado limited liability company authorized to do business in the State, has requested that the County assist in financing of a certain low-security, adult correctional, detention and treatment center facility (the "Project") located in the County (the "Project"), by issuing bonds of the County; and WHEREAS, the County is authorized by part 1 of article 3 of title 29, Colorado Revised Statutes ("CRS"), known as the County and Municipality Development Revenue Bond Act (the "Act"), to issue bonds to finance certain projects (as defined by the Act), including the Project; and WHEREAS, pursuant to this Resolution, the Board of County Commissioners (the "Board") is determining to (1) issue, sell and deliver the Adams County, Colorado Revenue Bonds (Phoenix Center Services, LLC Project), Series 2010, in an aggregate principal amount not to exceed $13,000,000 (the "Bonds") pursuant to an Indenture of Trust dated as of November 1, 2010 (the "Indenture"), by and between the County and U.S. Bank National Association, as trustee (the "Trustee"), thereunder for the purposes set forth above; and (2) enter into an Amended and Restated Loan Agreement dated as of November 1, 2010 (the "Loan Agreement"), with the Borrower, which provides for payments sufficient to pay the principal of, premium, if any, and interest on the Bonds and to meet other obligations as herein and therein provided; and WHEREAS, the facility comprising the Project to be financed with the proceeds of the Bonds is located within the boundaries of the County and is owned by the Borrower; and WHEREAS, substantially final forms of the Indenture and the Loan Agreement have been presented to the Board and are on file with the Deputy County Clerk (the "Deputy Clerk"). NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ADAMS COUNTY, COLORADO: Section 1. Prior Action Ratified; Terms Defined in Indenture and Loan Agreement. All action (not inconsistent with the provisions of this Resolution) heretofore taken by the Board and the 8908\3\

2 officers of the County directed toward the financing of the Project and the authorization, issuance and sale of the Bonds, is hereby ratified, approved and confirmed. Defined terms used in this Resolution and not defined herein shall have the same meanings ascribed to such terms in the forms of the Indenture and the Loan Agreement unless the context clearly otherwise requires. Section 2. Board Approval. The Board, as the elected legislative body of the County, hereby approves the financing of the Project and the issuance of the Bonds by the County. The County shall accomplish the purposes for the issuance of the Bonds by loaning the proceeds of the Bonds to the Borrower in accordance with the provisions of the Loan Agreement and the Indenture. Section 3. Authorization and Description of Bonds; Supplemental Public Securities Act. To accomplish the purposes for the issuance of the Bonds, there are hereby authorized revenue bonds designated "Adams County, Colorado Revenue Bonds (Phoenix Center, LLC Project), Series 2010" in an aggregate principal amount not to exceed $13,000,000. Section , of part 2 of article 57 of title 11, C.R.S., known as the Supplemental Public Securities Act (the "Supplemental Act"), provides that a public entity may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act. The County hereby elects to apply all of the Supplemental Act provisions to the Bonds. The following matters shall be set forth in the Indenture and shall be confirmed by a certificate of the Chairperson or Vice Chairperson of the Board, the County Administrator or other appropriate County official, to be filed by the Deputy Clerk in the records of the Board and to be based on information provided by the Borrower: (A) (B) (C) (D) (E) (F) (G) the rates of interest on the Bonds; the redemption provisions for the Bonds; the provisions (existence and amounts) for capitalized interest and reserve funds; the sale price of the Bonds; the principal amount and denominations of the Bonds; the principal amount of the Bonds maturing in any particular year; and the dates on which principal and interest on the Bonds shall be paid. The Bonds are issuable as fully registered bonds in the authorized denominations set forth in the Indenture. The Bonds shall be dated their date of delivery and shall mature (subject to prior redemption as provided in the Indenture) and bear interest as provided in the Indenture. The Bonds shall be payable to the owners thereof, shall be subject to redemption prior to maturity, shall carry such registration privileges, and shall be in substantially the form for the Bonds as set forth in the Indenture. The maximum net effective interest rate on the Bonds shall not exceed 11% per annum. Section 4. Determinations and Findings. The following determinations and findings are hereby made in accordance with the Act, including Sections , and of the Act: (A) The Loan Agreement obligates the Borrower to pay the amount necessary in each year to pay the principal of and the interest on the Bonds. The maximum amount necessary in each year to pay the principal of and the interest on the Bonds has been submitted to the Board by the Borrower for the purposes of this Resolution. 8908\3\

3 (B) Pursuant to the Indenture, there shall be established (i) a Debt Service Reserve Fund to be used to provide for the payment of the principal of and interest on the Bonds and to be initially funded from moneys held by the trustee (the 2004 Trustee ) for the Adams County, Colorado Taxable Revenue Bonds, Series 2004 (Villa and Phoenix Center Projects) under the Indenture of Trust dated as of June 1, 2004 (the 2004 Indenture ) between the County and the Prior Trustee replenished as provided in the Indenture; and (ii) Major Maintenance Reserve to be accumulated and used for maintenance expenses of the Project and for other purposes as provided in the Indenture. (C) In the Loan Agreement, the Borrower has covenanted to maintain, or cause to be maintained, the Project in good repair and to carry, or cause to be carried, all proper insurance with respect thereto. (D) The revenues and other amounts payable under the Loan Agreement are sufficient to pay, in addition to all other requirements of the Loan Agreement and this Resolution, all sums referred to in paragraphs (A), (B) and (C) of this Section 4. (E) The revenues and other amounts payable under the Loan Agreement are sufficient to pay, in addition to all other requirements of the Loan Agreement and this Resolution all taxes, if any, or payments in lieu of taxes, if any, levied upon the Project. (F) The issuance of the Bonds will effectuate the public purposes of the County and carry out the purposes of the Act by, among other things, refinancing business enterprises currently located in the County and, thus, encouraging business enterprises to remain in the County. Section 5. Investments. Proceeds from the sale of the Bonds and special funds from the revenues of the Project shall be invested and reinvested in such securities and other investments specified in, and otherwise in accordance with, Section of the Act and the Indenture. Section 6. Approval and Execution of Documents. The forms of the Indenture and the Loan Agreement presented to the Board are hereby approved subject to such changes as are approved by the Chairperson or Vice Chairperson of the Board and the County's bond counsel in connection with the Bonds. The County shall enter into the Indenture and the Loan Agreement, the final forms, terms and provisions of such documents to be prepared in a manner consistent with this Section 6 and Section 3 hereof. The Chairperson or Vice Chairperson of the Board is hereby authorized and directed to execute the Indenture and the Loan Agreement as further provided in Section 3 hereof and the Deputy Clerk is hereby authorized and directed to affix the County seal to and to attest the Indenture and the Loan Agreement. Section 7. Approval and Execution of Bonds. The forms, terms and provisions of the Bonds, in substantially the forms contained in the Indenture, are hereby approved, with only such changes therein, if any, as are consistent with Sections 3 and 6 hereof. The Bonds shall be executed on behalf of the County with the manual or facsimile signature of the Chairperson of the Board, shall have impressed or imprinted thereon (by facsimile or otherwise) the official seal of the County, and shall be attested with the manual or facsimile signature of the Deputy Clerk. Section 8. Issuance Actions Authorized. The officials of the County shall take all action in conformity with the Act necessary or reasonably required to effectuate the issuance of the Bonds and shall take all action necessary or desirable in conformity with the Act, for carrying out, giving effect to, and consummating the transactions contemplated by this Resolution, the Indenture and the Loan Agreement including, without limitation, the execution and delivery of any closing documents to be delivered in connection with the sale and delivery of the Bonds. 8908\3\

4 Section 9. Costs. The costs associated with the financing of the Project and the costs of issuance of the Bonds will be paid out of the proceeds of the Bonds, moneys held by the 2004 Trustee under the 2004 Indenture or moneys of the Borrower. Section 10. Special, Limited Obligations. The Bonds are special, limited obligations of the County payable solely from the revenues and receipts pledged under the Indenture. The Bonds and the interest thereon do not constitute a general obligation, a debt, an indebtedness, a multiple fiscal year direct or indirect debt or other financial obligation or a pledge of the faith and credit or taxing power of the County or the State or any political subdivision thereof, within the meaning of any provision or limitation of the State constitution or statutes. The Bonds do not constitute or give rise to a pecuniary liability of the County, the State or any political subdivision thereof or a charge against the general credit or taxing powers of the County or the State. No recourse shall be had for the payment of the principal of, premium, if any, or interest on the Bonds against any past, present or future member of the Board, or the officers, counsel or agents of the County, or of any successor thereto, under any rule of law or equity, statute or constitution. Section 11. No County Pecuniary Liability. Nothing contained in this Resolution or in the Bonds, the Indenture, the Loan Agreement or any other instrument shall give rise to a pecuniary liability or a charge upon the general credit or taxing powers of the County, the State, or any other municipality, county, or political subdivision of the State. The breach by any party of any agreement contained in this Resolution, the Bonds, the Indenture, the Loan Agreement or any other instrument shall not impose any pecuniary liability upon the County or a charge upon, or charge against the general credit or taxing powers of, the County, the State, or any other municipality, county, or political subdivision of the State, none of which has the power to pay out of its general fund, or otherwise contribute, any part of the cost of the Project, or the power to operate the Project as a business or in any manner. Section 12. No Condemnation. The County has not condemned and shall not condemn any land or other property for the Project. However, nothing in this Resolution shall limit the County from exercising its power of eminent domain for a public purpose. Section 13. No Recourse. Pursuant to Section of the Supplemental Act, if a member of the Board, or any officer or agent of the County acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the principal, interest or prior redemption premiums on the Bonds. Such recourse shall not be available either directly or indirectly through the Board or the County, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the Bonds and as a part of the consideration of their sale or purchase, any person purchasing or selling such Bonds specifically waives any such recourse. Section 14. Supplemental Public Securities Act Recital. Pursuant to Section of the Supplemental Act, the Bonds shall contain a recital that they are issued pursuant to certain provisions of the Supplemental Act. Such recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value. Section 15. Borrower's Operating Contracts with Counties. As set forth in detail in Section 5.02 of the Loan Agreement, nothing contained in the Loan Agreement, the Indenture, the Bonds or any document related thereto or hereto shall preclude the County from terminating, modifying or invoking any other remedy available to the County under the Phoenix Center Operating Contract, as defined in Section 5.02 of the Loan Agreement. Section 16. Resolution Irrepealable. After the Bonds are issued, this Resolution shall be and remain irrepealable until the Bonds and the interest thereon shall have been fully paid, canceled and discharged. 8908\3\

5 Section 17. Severability. If any section, paragraph, clause, or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution. Section 18. Effective Date. This Resolution shall take effect immediately upon its adoption. ADOPTED AND APPROVED this day of November, ADAMS COUNTY, COLORADO Its: Chairperson, Board of County Commissioners (SEAL) ATTEST: Its: Deputy County Clerk Upon motion duly made and seconded the foregoing resolution was adopted by the following vote: Nichol Fischer Pace Commissioners STATE OF COLORADO ) County of Adams ) I, Karen Long, County Clerk and ex-officio Clerk of the Board of County Commissioners in and for the County and State aforesaid do hereby certify that the annexed and foregoing Order is truly copied from the Records of the Proceedings of the Board of County Commissioners for said Adams County, now in my office. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said County, at Brighton, Colorado this 3 rd day of November, A.D County Clerk and ex-officio Clerk of the Board of County Commissioners Karen Long: Deputy 8908\3\