$105,000,000 Certificates of Participation, Series 2009 · James Capital Advisors Inc. has acted as financial advisor to the County in ... 2018 1,900,000.00 3.750% 3.650% CG4 2029

NEW ISSUE - BOOK ENTRY ONLY RATINGS: Moody’s: “Aa3” Standard & Poor’s: “AA”

In the opinion of Brownstein Hyatt Farber Schreck, LLP, assuming continuous compliance with certain covenants described herein, the interest portion of the Base Rentals paid by the County under the 2009 Lease and received by the Owners of the Series 2009 Certificates is excludable from gross income for federal income tax purposes and, to the extent interest on the Series 2009 Certificate is excludable from gross income for federal income tax purposes, such interest is not subject to income taxation by the State of Colorado, and is not an item of preference for purposes of computing the federal individual or corporate alternative minimum tax to the extent, upon the conditions and subject to the limitations stated under “TAX MATTERS.”

$105,000,000 Certificates of Participation, Series 2009

Evidencing Proportionate Interests in the Assignment of Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement

between Adams County Detention Facility Leasing Trust 2009, as lessor, and Adams County, Colorado, as lessee

Dated: Date of Delivery Due: December 1, as shown on the inside cover

The Series 2009 Certificates are fully registered certificates executed and delivered by the Trustee in book entry form only in denominations of $5,000 or integral multiples thereof. The Series 2009 Certificates will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), securities depository for the Series 2009 Certificates. Individual purchases are to be made in book entry form in authorized denominations. Purchasers, as Beneficial Owners, will not receive certificates evidencing their ownership interest in the Series 2009 Certificates. Interest is payable semiannually each June 1 and December 1, commencing June 1, 2009, to and including the maturity dates shown on the inside cover, unless the Series 2009 Certificates are redeemed earlier.

The Series 2009 Certificates are subject to redemption prior to maturity as described herein. See “THE SERIES 2009 CERTIFICATES - Redemption.”

_________________________________________

See inside front cover for Maturity Schedule _________________________________________

Certain real property and the existing improvements thereon consisting of the Adams County Detention Facility (the “Leased Property”) are to be conveyed by the County to Adams County Detention Facility Leasing Trust 2009 (the “Trust”). See “USE OF PROCEEDS - The Leased Property.” Upon payment of the purchase price thereof from the net proceeds of the Series 2009 Certificates, the Trust is to lease the Leased Property back to the County pursuant to an annually renewable Lease Purchase Agreement dated as of January 1, 2009 (the “2009 Lease”). The proceeds of the sale of such property by the County are to be used by the County to fund the design, construction and equipping of the first phase of the County’s new government center project. The Trust is to be created under a Declaration and Indenture of Trust dated as of January 1, 2009 (the “2009 Indenture”), by Wells Fargo Bank, N.A., as trustee (the “Trustee”) of the Trust.

The Series 2009 Certificates are payable solely from certain Revenues which include (1) all amounts payable by or on behalf of the County or with respect to the Leased Property pursuant to the 2009 Lease including, but not limited to, all Base Rentals, Prepayments, Purchase Option Prices and Net Proceeds, but not including Additional Rentals; (2) any portion of proceeds the Trust may derive from the execution and delivery of certificates of participation with respect to the 2009 Lease deposited in the Base Rentals Fund, created under the 2009 Indenture, and any moneys which may be derived from any insurance or surety bond in respect of such certificates; and (3) any moneys and securities, including investment income, held by the Trustee in the Funds and Accounts established under the 2009 Indenture (except for moneys and securities, including investment income, held in the Rebate Fund). Neither the 2009 Lease nor the Series 2009 Certificates constitute a general obligation or other indebtedness of the County. Neither the 2009 Lease nor the Series 2009 Certificates constitute a multiple fiscal year direct or indirect debt or other financial obligation of the County or obligate the County to make any payments beyond those appropriated for any fiscal year in which the 2009 Lease is in effect. The County may choose not to renew, and therefore terminate its obligations under, the 2009 Lease on an annual basis.

This cover page is not a summary of the issue. Investors should read this Official Statement in its entirety to make an informed investment decision, giving particular attention to the section entitled “RISK FACTORS.”

The Series 2009 Certificates are offered when, as, and if executed and delivered by the Trustee, subject to approval of validity by Brownstein Hyatt Farber Schreck, LLP, Denver, Colorado as Special Counsel, approval of disclosure and related matters by Moye White LLP, Denver, Colorado, as Disclosure Counsel, and certain other conditions. Certain legal matters relating to the 2009 Lease will be passed upon for the County by Hal B. Warren, Esq., County Attorney. James Capital Advisors Inc. has acted as financial advisor to the County in connection with the 2009 Lease. Delivery of the Series 2009 Certificates through DTC in New York, New York, is expected on or about January 27, 2009.

RBC Capital Markets

George K. Baum & Company Stifel, Nicolaus & Company, Incorporated Wachovia Bank, National Association

The date of this Official Statement is January 20, 2008

MATURITY SCHEDULE

SERIES 2009 CERTIFICATES

(CUSIP 6-digit issuer number: 005596)1

PeriodEndingDec 1 Amount

InterestRate Yield

CUSIPIssue

Number1

PeriodEndingDec 1 Amount*

InterestRate Yield

CUSIPIssue

Number1

2009 $2,160,000.00 3.000% 1.170% BX8 2020 $6,560,000.00 5.000% 4.070% CJ8

2010 1,470,000.00 3.000% 1.300% BY6 2021 6,890,000.00 4.250% 4.450% CK5

2011 1,515,000.00 3.000% 2.190% BZ3 2022 7,185,000.00 4.500% 4.650% CL3

2012 1,560,000.00 3.000% 2.360% CA7 2023 7,505,000.00 4.625% 4.800% CM1

2013 1,610,000.00 3.000% 2.560% CB5 2024 7,855,000.00 4.900% 4.920% CN9

2014 1,660,000.00 3.000% 2.740% CC3 2025 8,240,000.00 5.000% 5.020% CP4

2015 1,710,000.00 3.250% 2.950% CD1 2026 8,650,000.00 5.000% 5.110% CQ2

2016 1,770,000.00 3.500% 3.190% CE9 2027 9,080,000.00 5.125% 5.200% CR0

2017 1,830,000.00 3.750% 3.400% CF6 2028 9,550,000.00 5.250% 5.280% CS8

2018 1,900,000.00 3.750% 3.650% CG4 2029 10,050,000.00 5.125% 5.320% CT6

2019 6,250,000.00 5.000% 3.800% CH2

1The County takes no responsibility for the accuracy of the CUSIP numbers, which are included solely

for the convenience of the owners of the Series 2009 Certificates (the “Owners”).

USE OF INFORMATION IN THIS OFFICIAL STATEMENT

The Official Statement does not constitute an offer to sell or the solicitation of an offer to buy any of theSeries 2009 Certificates in any jurisdiction in which it is unlawful to make such offer, solicitation, or sale. No dealer,salesman, or other person has been authorized to give any information or to make any representation other thanthose contained in this Official Statement in connection with the offering of the Series 2009 Certificates, and ifgiven or made, such information must not be relied upon as having been authorized by the County, the FinancialAdvisor or the Underwriters.

The information set forth in the Official Statement has been furnished by the County and obtained fromother sources believed to be reliable, but nothing contained herein is or shall be relied upon as representation orwarranty of the County, Financial Advisor, Underwriters or anyone acting on their behalf. This Official Statementcontains, in part, estimates and matters of opinion which are not intended as statements of fact, and no representationor warranty is made as to the correctness of such estimates and opinions, or that they will be realized. TheUnderwriters have reviewed the information in this Official Statement in accordance with, and as part of, theirresponsibilities to investors under the federal securities laws as applied to the facts and circumstances of thistransaction, but the Underwriters do not guarantee the accuracy or completeness of such information.

The order and placement of information in this Official Statement, including the appendices, are notindication of relevance, materiality or relative importance, and this Official Statement, including the appendices,must be read in its entirety. The captions and headings in this Official Statement are for convenience only and in noway define, limit or describe the scope or intent, or affect the meaning or construction, of any provision or section inthis Official Statement.

IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST REPLY ON THEIR OWNEXAMINATION OF THE COUNTY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITSAND RISKS INVOLVED. THESE SERIES 2009 CERTIFICATES HAVE NOT BEEN REGISTERED WITH ORRECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORYAUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THEACCURACY OR DETERMINED THE ADEQUACY OF THIS PRELIMINARY OFFICIAL STATEMENT. ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE PRICES AT WHICH THE SERIES 2009 CERTIFICATES ARE OFFERED TO THEPUBLIC BY THE UNDERWRITERS (AND THE YIELDS RESULTING THEREFROM) MAY VARYFROM THE INITIAL PUBLIC OFFERING PRICES APPEARING ON THE COVER PAGE HEREOF. INADDITION, THE UNDERWRITERS MAY ALLOW CONCESSIONS OR DISCOUNTS FROM SUCHINITIAL PUBLIC OFFERING PRICES TO DEALERS AND OTHERS. IN CONNECTION WITH THEOFFERING OF THE SERIES 2009 CERTIFICATES, THE UNDERWRITERS MAY OVERALLOT OREFFECT TRANSACTIONS WHICH STABILIZE THE MARKET PRICE OF THE SERIES 2009CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPENMARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

(THIS PAGE INTENTIONALLY LEFT BLANK)

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TABLE OF CONTENTS

Page

SUMMARY OF THE OFFICIAL STATEMENT................................................................................... 1The Series 2009 Certificates ............................................................................................................ 1Redemption...................................................................................................................................... 1The Leased Property; The Project.................................................................................................... 1Security ............................................................................................................................................ 1Risk Factors ..................................................................................................................................... 2The Trust.......................................................................................................................................... 2The County ...................................................................................................................................... 2Tax Treatment Of Interest Portion Of Base Rentals ........................................................................ 2Professional Services ....................................................................................................................... 2Additional and Continuing Information........................................................................................... 3

INTRODUCTION....................................................................................................................................... 4

THE 2009 INDENTURE ............................................................................................................................ 5

THE TRUST................................................................................................................................................ 5

THE TRUSTEE .......................................................................................................................................... 6

THE 2009 LEASE....................................................................................................................................... 6

THE SERIES 2009 CERTIFICATES....................................................................................................... 6Security ............................................................................................................................................ 6Payment of Principal and Interest .................................................................................................... 7Book Entry System .......................................................................................................................... 7Transfer and Exchange .................................................................................................................... 7Redemption...................................................................................................................................... 8Notice of Redemption...................................................................................................................... 9

RISK FACTORS....................................................................................................................................... 10

SOURCES AND USES OF FUNDS ........................................................................................................ 12

THE LEASED PROPERTY .................................................................................................................... 13

THE PROJECT ........................................................................................................................................ 15

BASE RENTALS ...................................................................................................................................... 15

RATINGS .................................................................................................................................................. 16

LITIGATION............................................................................................................................................ 16

TAX MATTERS ....................................................................................................................................... 16

CONTINUING DISCLOSURE UNDERTAKING................................................................................ 19

FINANCIAL ADVISOR .......................................................................................................................... 19

TABLE OF CONTENTS (Cont’d)Page

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UNDERWRITING.................................................................................................................................... 19

LEGAL MATTERS.................................................................................................................................. 20

FINANCIAL STATEMENTS.................................................................................................................. 20

MISCELLANEOUS ................................................................................................................................. 20

OFFICIAL STATEMENT CERTIFICATION ..................................................................................... 20Debt Structure Of The County....................................................................................................... 20Capital Lease Obligations .............................................................................................................. 23The Local Economy....................................................................................................................... 25

APPENDICES

APPENDIX A PROPOSED FORM OF OPINION OF SPECIAL COUNSEL ...............................A-1

APPENDIX B SUMMARY OF CERTAIN PROVISIONS OF LEGAL DOCUMENTS............... B-1

APPENDIX C THE COUNTY ..............................................................................................................C-1

APPENDIX D GENERAL PURPOSE FINANCIAL STATEMENTS OF THE COUNTYFOR THE FISCAL YEAR ENDED DECEMBER 31, 2007..................................................... D

APPENDIX E DTC BOOK-ENTRY SYSTEM ................................................................................... E-1

APPENDIX F PROPOSED FORM OF CONTINUING DISCLOSURE UNDERTAKING .......... F-1

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR THE SECURITIESREGULATORY AUTHORITY OF ANY STATE HAS APPROVED OR DISAPPROVED THESERIES 2009 CERTIFICATES OR THIS OFFICIAL STATEMENT. ANY REPRESENTATIONTO THE CONTRARY IS UNLAWFUL.

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SUMMARY OF THE OFFICIAL STATEMENT

The Series 2009 Certificates

The Certificates of Participation, Series 2009, in the aggregate principal amount of $105,000,000are executed and delivered by the Trustee in book entry form only through the facilities of TheDepository Trust Company.

Redemption

The Series 2009 Certificates are subject to redemption prior to maturity. See “THE SERIES 2009CERTIFICATES - Redemption.”

The Leased Property; The Project

Certain real property and the existing improvements thereon consisting of the Adams CountyDetention Facility (the “Leased Property”) are to be conveyed by Adams County, Colorado (the“County”) to the Adams County Detention Facility Leasing Trust 2009 (the “Trust”). Upon payment ofthe purchase price thereof from the net proceeds of the Series 2009 Certificates, the Trust is to lease theLeased Property back to the County pursuant to an annually renewable Lease Purchase Agreement datedas of January 1, 2009 (the “2009 Lease”). See “USE OF PROCEEDS - The Leased Property.” Theproceeds of the sale of such property by the County are to be used by the County to fund the design,construction and equipping of the first phase of the County’s new government center project (the“Project”). See “USE OF PROCEEDS - The Project.”

Security

The Trust is to be created under a Declaration and Indenture of Trust dated as of January 1, 2009(the “2009 Indenture”) by Wells Fargo Bank, N.A. as trustee (the “Trustee”).

The Series 2009 Certificates are payable solely from certain Revenues which include (1) allamounts payable by or on behalf of the County or with respect to the Leased Property pursuant tothe 2009 Lease including, but not limited to, all Base Rentals, Prepayments, Purchase OptionPrices and Net Proceeds, but not including Additional Rentals; (2) any portion of proceeds theTrust may derive from the execution and delivery of certificates of participation with respect tothe 2009 Lease deposited in the Base Rentals Fund, created under the 2009 Indenture, and anymoneys which may be derived from any insurance or surety bond in respect of such certificates;and (3) any moneys and securities, including investment income, held by the Trustee in the Fundsand Accounts established under the 2009 Indenture (except for moneys and securities, includinginvestment income, held in the Rebate Fund). Neither the 2009 Lease nor the Series 2009Certificates constitute a general obligation or other indebtedness of the County. Neither the 2009Lease nor the Series 2009 Certificates constitute a multiple fiscal year direct or indirect debt orother financial obligation of the County or obligate the County to make any payments beyondthose appropriated for any fiscal year in which the 2009 Lease is in effect. The County maychoose not to renew, and therefore terminate its obligations under, the 2009 Lease on an annualbasis.

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Risk Factors

The purchase and ownership of the Series 2009 Certificates are subject to various investmentrisks including those described under “RISK FACTORS.”

The Trust

The Trust is formed pursuant to the 2009 Indenture and is to be the owner of the Leased Property.See “THE TRUST” and “APPENDIX B - SUMMARY OF CERTAIN PROVISIONS OF LEGALDOCUMENTS - The 2009 Indenture.”

The Trust and the Trustee have not participated in the preparation of this Official Statement orany other disclosure documents relating to the Series 2009 Certificates. Neither the Trust nor the Trusteehas or assumes any responsibility as to the accuracy or completeness of any information contained in thisOfficial Statement or any other such disclosure documents.

The County

Adams County is a political subdivision that encompasses approximately 1,182 square miles inthe northern Denver, Colorado metropolitan area. See “APPENDIX C - THE COUNTY” for adescription of the County.

Tax Treatment Of Interest Portion Of Base Rentals

In the opinion of Brownstein Hyatt Farber Schreck, LLP, Special Counsel, the interest portion ofthe Base Rentals paid by the County under the 2009 Lease and received by the Owners of the Series 2009Certificates is excludable from gross income for federal income tax purposes, is exempt from Coloradoincome tax, and is not an item of preference for purposes of computing the federal individual or corporatealternative minimum tax to the extent, upon the conditions and subject to the limitations stated under“TAX MATTERS.”

Changes from the Preliminary Official Statement

This Official Statement includes certain information that was not available for inclusion in thePreliminary Official Statement dated November 21, 2008, including the maturity dates, interest rates,yields, redemption provisions, information included under the sections titled “SOURCES AND USES OFFUNDS” AND “BASE RENTALS” and certain other terms of the Series 2009 Certificates. In addition,the series designation of the 2009 Certificates has changed since the date of the Preliminary OfficialStatement. (The 2009 Certificates, the 2009 Trust and the 2009 Lease were referred to in the PreliminaryOfficial Statement as the “2008B Certificates,” the “2008B Trust” and the “2008B Lease,” respectively.)Purchasers of the Series 2009 Certificates should read this Official Statement in its entirety.

Professional Services

The professional firms participating in the initial offering of the Series 2009 Certificates are asfollows:

Financial Advisor: James Capital Advisors Inc.4950 South Yosemite, Suite F2-502Greenwood Village, Colorado 80111Telephone: (303) 699-4464

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Trustee: Wells Fargo Bank, N.A.MAC 7300-1071740 BroadwayDenver, Colorado 80274Telephone: (303) 863-5096

Managing Underwriter: RBC Capital Markets Corporation1200 17th Street, Suite 2150Denver, Colorado 80202Telephone: (303) 596-1206

Special Counsel: Brownstein Hyatt Farber Schreck, LLP410 17th Street, Suite 2200Denver, Colorado 80202-4437Telephone: (303) 223-1100

Disclosure Counsel: Moye White LLP1400 16th Street, 6th FloorDenver, Colorado 80202-1473Telephone: (303) 292-2900

Independent Auditors: Swanhorst & Company L.L.C.8400 E. Crescent Parkway, Suite 600Greenwood Village, Colorado 80111Telephone: (720) 528-4306

Additional and Continuing Information

All of the summaries of the statutes, resolutions, ordinances, opinions, contracts, agreements,financial and statistical data, and other related reports and documents described in this Official Statementare subject to the actual provisions of such documents. The summaries do not purport to be completestatements of such provisions and reference is made to such documents. Copies of such documents andother information concerning the 2009 Lease, the 2009 Indenture and the Series 2009 Certificates may beobtained from the Financial Advisor or the Managing Underwriter at the addresses and telephonenumbers shown above. Additional information concerning the County may be obtained from the CountyAdministrator, 450 South 4th Avenue, Brighton, Colorado 80601, telephone (303) 654-6100.

The County is to enter into an undertaking with the Trustee, and the Trustee, as DisseminationAgent, is to provide certain information regarding the County related to the 2009 Lease on a continuingbasis. See “CONTINUING DISCLOSURE UNDERTAKING” and “APPENDIX F - PROPOSEDFORM OF CONTINUING DISCLOSURE UNDERTAKING.”

THE FOREGOING INFORMATION IS QUALIFIED IN ITS ENTIRETY BYREFERENCE TO THE DETAILED INFORMATION CONTAINED IN THIS OFFICIALSTATEMENT. EACH PROSPECTIVE INVESTOR SHOULD READ THE OFFICIALSTATEMENT IN ITS ENTIRETY.

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OFFICIAL STATEMENT

Relating to

$105,000,000Certificates of Participation, Series 2009

Evidencing Proportionate Interests in the Assignment ofBase Rentals and other Revenues under an Annually Renewable

Lease Purchase Agreementbetween

Adams County Detention Facility Leasing Trust 2009, as lessor,And

Adams County, Colorado, as lessee

INTRODUCTION

This Official Statement, including its cover and inside cover pages and appendices, is provided inconnection with the offering of $105,000,000* aggregate principal amount of Certificates of Participation,Series 2009 (the “Series 2009 Certificates”). The Series 2009 Certificates are executed and deliveredpursuant to a Declaration and Indenture of Trust dated as of January 1, 2009 (the “2009 Indenture”), byWells Fargo Bank, N.A. (the “Trustee”), as trustee of the Adams County Detention Facility Leasing Trust2009 (the “Trust”) created under the 2009 Indenture. The Series 2009 Certificates evidence proportionateinterests in certain Revenues, including Base Rentals payable under an annually renewable LeasePurchase Agreement dated as of January 1, 2009 (the “2009 Lease”), between the Trust, as lessor, andAdams County, Colorado (the “County”), a political subdivision of the State of Colorado (the “State”), aslessee.

Unless otherwise defined herein, capitalized terms used herein are defined in “APPENDIX B -SUMMARY OF CERTAIN PROVISIONS OF LEGAL DOCUMENTS - Definitions.”

Certain real property and the existing improvements thereon consisting of the Adams CountyDetention Facility (the “Leased Property”) are to be conveyed by the County to the Trust. Upon paymentof the purchase price thereof from the net proceeds of the Series 2009 Certificates, the Trust is to lease theLeased Property back to the County pursuant to the 2009 Lease. See “USE OF PROCEEDS - The LeasedProperty.” The proceeds of the sale of such property by the County are to be used by the County to fundthe design, construction and equipping of the first phase of the County’s new government center project(the “Project”). See “USE OF PROCEEDS - The Project.” Only the Leased Property is to be owned bythe Trust pursuant to the provisions of the 2009 Indenture and held as security for the Series 2009Certificates. See “RISK FACTORS - Enforceability of Remedies.” The Project is not part of the LeasedProperty and it does not secure in any way payments required under the Series 2009 Certificates.

In the event that the County gives notice that it intends not to renew the 2009 Lease or the Countyshall not effect an appropriation on or before December 31 of each fiscal year of moneys to pay all BaseRentals and reasonably estimated Additional Rentals coming due for the next ensuing renewal term asprovided in the 2009 Lease, an Event of Nonappropriation shall be deemed to have occurred, subject tocertain events as stated in the 2009 Lease. See “RISK FACTORS - Right of the County Not to Renew andto Terminate the 2009 Lease Annually,” “APPENDIX B - SUMMARY OF CERTAIN PROVISIONS OFLEGAL DOCUMENTS - The 2009 Lease - Nonappropriation” and “APPENDIX C - THE COUNTY.”

The Series 2009 Certificates are payable solely from certain Revenues which include (1) allamounts payable by or on behalf of the County or with respect to the Leased Property pursuant to the2009 Lease including, but not limited to, all Base Rentals, Prepayments, Purchase Option Prices and Net

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Proceeds, but not including Additional Rentals; (2) any portion of proceeds the Trust may derive from theexecution and delivery of certificates of participation with respect to the 2009 Lease deposited in the BaseRentals Fund created under the 2009 Indenture; and (3) any moneys and securities, including investmentincome, held by the Trustee in the Funds and Accounts established under the 2009 Indenture (except formoneys and securities, including investment income, held in the Rebate Fund). Neither the 2009 Leasenor the Series 2009 Certificates constitute a general obligation or other indebtedness of the County.Neither the 2009 Lease nor the Series 2009 Certificates constitute a multiple fiscal year direct or indirectdebt or other financial obligation of the County or obligate the County to make any payments beyondthose appropriated for any fiscal year in which the 2009 Lease is in effect.

This Official Statement contains information about the 2009 Lease, the Leased Property, the 2009Indenture, the Trust, the County and other matters pertinent to the offering of the Series 2009 Certificates.The references to and summaries of provisions of the laws of the State and the descriptions of documentsincluded herein do not purport to be complete and are qualified in their entirety by reference to thecomplete provisions thereof, copies of which are available from the Underwriters or the Financial Advisornamed on the cover page hereof during the period of the initial offering of the Series 2009 Certificates.

THE 2009 INDENTURE

Under the 2009 Indenture, the Trustee accepts certain duties to act on behalf of the owners of theSeries 2009 Certificates in the receipt and application of amounts which become payable under the 2009Lease. The Trust is to be created under the 2009 Indenture and the Declaration of Trust for the purpose ofowning the Leased Property under the 2009 Lease and, in turn, leasing the Leased Property to the Countypursuant to the 2009 Lease, all for the benefit of the Owners of Series 2009 Certificates. A summary ofcertain provisions of the 2009 Indenture appears in APPENDIX B to this Official Statement.

THE TRUST

The Trust is created under the laws of the State of Colorado and pursuant to the 2009 Indentureand the Declaration of Trust. The Trust is not intended to be, is not to be deemed, and is not to be treatedas, a business trust, general partnership, limited partnership, joint venture, corporation, limited liabilitycompany or partnership, investment company or joint stock company. Under the 2009 Indenture, theTrustee has been appointed to exercise, on behalf of the Trust, the rights and responsibilities of the Trust.Upon the discharge of the 2009 Indenture, the County is the sole, residual beneficiary of the Trust. Afterthe 2009 Indenture has been discharged as provided therein, and under circumstances and upon conditionsdescribed therein, the Trustee, on behalf of the Trust, is to transfer and convey to the County all propertyconveyed to the Trust pursuant to the 2009 Indenture. See “APPENDIX B - SUMMARY OF CERTAINLEGAL DOCUMENTS – The 2009 Indenture – Defeasance.”

The Trust and the Trustee have not participated in the preparation of this Official Statement orany other disclosure documents relating to the Series 2009 Certificates. Neither the Trust nor the Trusteehas or assumes any responsibility as to the accuracy or completeness of any information contained in thisOfficial Statement or any other disclosure documents, except for information concerning and obtainedfrom the Trustee for inclusion herein.

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THE TRUSTEE

The Trustee will form and serve as trustee of the Trust for the benefit of the Owners of the Series2009 Certificates and any additional certificates and its successors and assigns under the 2009 Indenture.The Trustee is a national banking association engaged in banking activities and other financingtransactions. The Trustee is not liable for the payment of Base Rentals or Additional Rentals, and theregistered owners of the Series 2009 Certificates may not look to the Trustee or its officers or directors forany payments due under the 2009 Lease. The rights and benefits of the Series 2009 Certificates and theregistered Owners thereof are limited to those described in the 2009 Lease and the 2009 Indenture.

THE TRUSTEE NEITHER HAS NOR ASSUMES RESPONSIBILITY AS TO THEACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THIS OFFICIALSTATEMENT, ALL OF WHICH (EXCEPT AS CONTAINED UNDER THIS CAPTION “THETRUSTEE”) HAS BEEN FURNISHED BY OTHERS. IN PARTICULAR, THE TRUSTEE HAS NOTREVIEWED OR CONFIRMED IN ANY WAY THE INFORMATION CONCERNING THE COUNTYPROVIDED IN APPENDIX C HERETO.

THE 2009 LEASE

The County may determine not to renew, and therefore terminate its obligation under, the 2009Lease on an annual basis. See “THE SERIES 2009 CERTIFICATES - Security” and “RISK FACTORS.”A summary of certain provisions of the 2009 Lease appears in APPENDIX B to this Official Statement.

THE SERIES 2009 CERTIFICATES

The Series 2009 Certificates are to be executed and delivered by the Trustee solely as fullyregistered certificates of participation in the denomination of $5,000 or integral multiples thereof, and aredated, mature and bear interest as described on the cover and inside cover pages hereof. For an estimatedschedule of the Principal and Interest Portions of the Base Rentals that may become due and payableunder the 2009 Lease, see “USE OF PROCEEDS - Base Rentals.”

Security

The 2009 Lease does not prohibit the County from entering into other lease purchase agreementswith the Trustee or any other lessor in connection with real or personal property other than the LeasedProperty.

Base Rentals Reserve Fund. A Base Rentals Reserve Fund is established under the 2009Indenture. The Base Rentals Reserve Fund Requirement under the 2009 Indenture is $10,500,000.Amounts in the Base Rentals Reserve Fund are to be transferred to the Base Rentals Fund and used to paythe principal of and interest on the Series 2009 Certificates, whether at maturity or upon prior redemptionand for preserving and protecting the Leased Property as described under “APPENDIX B - SUMMARYOF CERTAIN PROVISIONS OF LEGAL DOCUMENTS - The 2009 Indenture - Base Rentals Fund;Base Rentals Reserve Fund.”

Additional Certificates. Under certain conditions specified therein, the 2009 Indenture permitsthe issuance of Additional Certificates which shall be ratably secured with all other Series 2009Certificates and shall rank pari passu with such other Series 2009 Certificates. See “APPENDIX B -SUMMARY OF CERTAIN PROVISIONS OF LEGAL DOCUMENTS - The 2009 Indenture -Additional Certificates.”

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Base Rentals; Payment of Series 2009 Certificates. The Series 2009 Certificates are payableannually solely from Base Rentals payable under the 2009 Lease and certain other limited funds. TheCounty may determine not to renew, and therefore terminate its obligations under, the 2009 Lease on anannual basis. See “APPENDIX B - SUMMARY OF CERTAIN PROVISIONS OF LEGALDOCUMENTS - The 2009 Lease - Nonappropriation.” See also “RISK FACTORS - Right of the CountyNot to Renew and to Terminate the 2009 Lease Annually - Results of Termination of the 2009 Lease” and“USE OF PROCEEDS - Base Rentals.”

Each Certificate evidences a proportionate interest in the right of the Trust to receive BaseRentals under the 2009 Lease and other Revenues. The Series 2009 Certificates are payable solely fromRevenues as, when, and if the same are received by the Trustee. The 2009 Lease and the Series 2009Certificates do not constitute a mandatory charge or requirement of the County in any ensuing Fiscal Yearbeyond the then current Fiscal Year, do not constitute or give rise to a general obligation or otherindebtedness of the County within the meaning of any constitutional or statutory debt limitation and donot constitute a multiple fiscal year direct or indirect County debt or other financial obligationwhatsoever. The execution and delivery by the Trustee of the Series 2009 Certificates does not directly orindirectly obligate the County to renew the 2009 Lease from Fiscal Year to Fiscal Year or to make anypayments beyond those budgeted and appropriated for the County’s then current Fiscal Year.

Payment of Principal and Interest

While the Series 2009 Certificates remain in book entry only form, payments to BeneficialOwners are governed by the rules of DTC as described below under “Book Entry Form” and in“APPENDIX E - DTC BOOK-ENTRY SYSTEM.” If DTC ceases to act as securities depository for theSeries 2009 Certificates, payment of the principal of and interest on the Series 2009 Certificates is to bemade as provided in the 2009 Indenture.

Book Entry System

The Series 2009 Certificates will be issued in fully registered form and registered initially in thename of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”),which will serve as securities depository for the Series 2009 Certificates (the “Depository”). Ownershipinterests in the Series 2009 Certificates (“Beneficial Ownership Interests”), in non-certificated book-entryonly form, may be purchased in authorized denominations by or through participants in the DTC system(“DTC Participants”). Such Beneficial Ownership Interests will be recorded in the name of thepurchasers thereof (“Beneficial Owners”) on the books of the DTC Participants from whom they areacquired, and will be governed as to payment of principal and interest and the receipt of notices and othercommunications with respect to the Series 2009 Certificates, prior redemption, transfers and various othermatters by the rules and operating procedures applicable to the DTC book-entry system as described in“APPENDIX E - DTC BOOK-ENTRY SYSTEM.”

Transfer and Exchange

While the Series 2009 Certificates remain in book entry only form, transfers of ownership byBeneficial Owners may be made as described above under “Book Entry System” and in “APPENDIX E -DTC BOOK-ENTRY SYSTEM.” In the event that DTC ceases to act as securities depository for theSeries 2009 Certificates, transfers may be affected as provided in the 2009 Indenture.

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Redemption

The Series 2009 Certificates are subject to redemption prior to their respective maturities asdescribed below:

Optional Redemption. If the County exercises its rights to purchase the Leased Property or tootherwise prepay Base Rentals under the 2009 Lease with the approval of Special Counsel, the Series2009 Certificates maturing on or after December 1, 2019 are subject to redemption prior to maturity, inwhole or in part, in integral multiples of $5,000 on December 1, 2018 and on any date thereafter, at aredemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemptiondate. See “APPENDIX B - SUMMARY OF CERTAIN PROVISIONS OF LEGAL DOCUMENTS -The 2009 Lease - Purchase Option.”

Partial Redemption. If less than all of the Series 2009 Certificates are to be redeemed, the Series2009 Certificates are to be redeemed only in integral multiples of $5,000. The Trustee is to treat anySeries 2009 Certificates of a denomination greater than $5,000 as representing that number of separateSeries 2009 Certificates each of the denomination of $5,000 as can be obtained by dividing the actualprincipal amount of such Series 2009 Certificates by $5,000. Upon surrender of any Series 2009Certificates for redemption in part, the Trustee is to execute and deliver to the Owner thereof, at noexpense of the Owner, a new Series 2009 Certificates or Series 2009 Certificates of authorizeddenominations in an aggregate principal amount equal to the unredeemed portion of the Series 2009Certificates so surrendered.

Extraordinary Mandatory Redemption. If the 2009 Lease is terminated by reason of theoccurrence of (1) an Event of Nonappropriation or (2) an Event of Lease Default or (3) the Trustee, at thedirection of the County, fails to repair or replace the Leased Property if: (a) the Leased Property isdamaged or destroyed in whole or in part by fire or other casualty; (b) title to, or the temporary orpermanent use of, the Leased Property, or any portion thereof, has been taken by eminent domain by anygovernmental body; (c) breach of warranty or any material defect with respect to the Leased Propertybecomes apparent; or (d) title to or the use of all or any portion of the Leased Property is lost by reason ofa defect in title thereto, and the Net Proceeds (as defined in the 2009 Lease) of any insurance,performance bond or condemnation award, or Net Proceeds received as a consequence of defaults undercontracts relating to the Leased Property, made available by reason of such occurrences, are insufficientto pay in full, the cost of repairing or replacing the Leased Property and the County does not appropriatesufficient funds for such purpose or cause the 2009 Lease to be amended in order that AdditionalCertificates may be executed and delivered pursuant to the 2009 Indenture, the Series 2009 Certificatesare required to be called for redemption. If so called for redemption the Series 2009 Certificates are to beredeemed in whole on such date or dates as the Trustee may, for a redemption price equal to the principalamount thereof, plus accrued interest to the redemption date (subject to the availability of funds asdescribed below).

The Trustee may not apply any Net Proceeds or other available moneys to the redemption of anySeries 2009 Certificates prior to their respective maturity dates. The Trustee is required to (1) allocatesuch Net Proceeds (together with any other available moneys held under the 2009 Indenture),proportionately among all outstanding Series 2009 Certificates and (2) apply such allocation of NetProceeds to the payment of principal of and interest on the Series 2009 Certificates on the regularlyscheduled maturity and Interest Payment Dates of the Series 2009 Certificates.

If the Net Proceeds, including the Net Proceeds from the exercise of any Lease Remedy under the2009 Lease, otherwise received and other moneys then available under the 2009 Indenture are insufficientto pay in full the principal of and accrued interest on all Outstanding Certificates, the Trustee may, or atthe request of the Owners of a majority in aggregate principal amount of the Outstanding Certificates, andupon indemnification as to costs and expenses as provided in the 2009 Indenture, without any further

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demand or notice, is required to exercise all or any combination of “Lease Remedies” as provided in the2009 Lease and the Series 2009 Certificates are to be redeemed by the Trustee from the Net Proceedsresulting from the exercise of such Lease Remedies and all other moneys, if any, then on hand and beingheld by the Trustee for the Owners of the Series 2009 Certificates.

If the Net Proceeds resulting from the exercise of such Lease Remedies and other moneys areinsufficient to redeem the Series 2009 Certificates at 100% of the principal amount thereof plus interestaccrued to the redemption date, then such Net Proceeds resulting from the exercise of such LeaseRemedies and other moneys are to be allocated proportionately among the Series 2009 Certificates,according to the principal amount thereof Outstanding. In the event that such Net Proceeds resulting fromthe exercise of such Lease Remedies and other moneys are in excess of the amount required to redeem theSeries 2009 Certificates at 100% of the principal amount thereof plus interest accrued to the redemptiondate, then such excess moneys are to be paid to the County as an overpayment of the Purchase OptionPrice in respect of the Leased Property. Prior to any distribution of the Net Proceeds resulting from theexercise of any of such remedies, the Trustee is entitled to payment of its reasonable and customary feesfor all services rendered in connection with such disposition, as well as reimbursement for all reasonablecosts and expenses, including attorneys’ fees, incurred thereby, from proceeds resulting from the exerciseof such Lease Remedies and other moneys.

IF THE SERIES 2009 CERTIFICATES ARE REDEEMED FOR AN AMOUNT LESS THANTHE AGGREGATE PRINCIPAL AMOUNT THEREOF PLUS INTEREST ACCRUED TO THEREDEMPTION DATE, SUCH PARTIAL PAYMENT IS DEEMED TO CONSTITUTE AREDEMPTION IN FULL OF THE SERIES 2009 CERTIFICATES, AND UPON SUCH A PARTIALPAYMENT NO OWNER OF SUCH SERIES 2009 CERTIFICATES SHALL HAVE ANY FURTHERCLAIM FOR PAYMENT AGAINST THE TRUST, THE TRUSTEE OR THE COUNTY.

Notice of Redemption

Whenever Series 2009 Certificates are to be redeemed, the Trustee is required to, not less thanthirty (30) and not more than sixty (60) days prior to the redemption date (except for ExtraordinaryMandatory Redemptions which notice is to be immediate), mail notice of redemption to all Owners of theSeries 2009 Certificates to be redeemed at their addresses, by first class mail, postage prepaid. All Series2009 Certificates called for redemption cease to bear interest after the specified redemption date, providedthat sufficient funds for redemption are on deposit with the Trustee.

So long as a book entry system is used for determining beneficial ownership of the Series 2009Certificates, the Trustee, as registrar, is to send such notice to The Depository Trust Company (“DTC”) orto Cede & Co., as nominee for DTC. DTC was organized to hold securities of its participants. Anyfailure of DTC to advise any participant, or of any participant or indirect participant to notify thebeneficial owner, of any such notice and its content or effect does not affect the validity of the redemptionof the Series 2009 Certificates called for redemption or any other action premised on that notice. In theevent of a call for special optional redemption, the County’s notification to DTC initiates DTC’s standardcall; and if a partial call, DTC’s practice is to determine by lot the amount of the interest of eachparticipant in the Series 2009 Certificates to be redeemed, and each such participant then selects by lot theownership interest in such Series 2009 Certificates to be redeemed. When DTC and participants allocatethe call, the beneficial owners of the book entry interests called are to be notified by the broker or otherorganization responsible for maintaining the records of those interests and subsequently credited by thatorganization with the proceeds once the Series 2009 Certificates are redeemed.

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RISK FACTORS

THE PURCHASE AND OWNERSHIP OF THE SERIES 2009 CERTIFICATES ARESUBJECT TO CERTAIN RISKS. EACH PROSPECTIVE INVESTOR IN THE SERIES 2009CERTIFICATES SHOULD READ THIS OFFICIAL STATEMENT IN ITS ENTIRETY, GIVINGPARTICULAR ATTENTION TO THE FACTORS DESCRIBED BELOW WHICH, AMONGOTHERS, COULD AFFECT THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THESERIES 2009 CERTIFICATES AND COULD ALSO AFFECT THE MARKET PRICE OF THESERIES 2009 CERTIFICATES TO AN EXTENT THAT CANNOT BE DETERMINED.

Right of the County Not to Renew and to Terminate the 2009 Lease Annually. The obligationof the County to make payments under the 2009 Lease does not constitute an obligation of the County tolevy taxes or apply its general resources beyond the current Fiscal Year. Except to the extent payablefrom the Net Proceeds of certain insurance policies and condemnation awards, from the Net Proceeds of asale or lease of the Leased Property or from other amounts made available under the 2009 Indenture, theSeries 2009 Certificates and the interest thereon are payable solely from the Revenues, consistingprimarily of the Base Rentals and the Purchase Option Price derived from the 2009 Lease, if paid.

The requirement that the County pay Base Rentals and Additional Rentals under the 2009 Leaseconstitutes a currently budgeted expenditure of the County, payable only if funds are appropriated by theBoard in each year. There is no assurance that the County will renew the 2009 Lease from Fiscal Year toFiscal Year and therefore not terminate the 2009 Lease. In the event that the County does not renew the2009 Lease, the sole security available to the Trust shall be the Leased Property.

The likelihood that the 2009 Lease will continue in effect until the Series 2009 Certificates arepaid is dependent upon factors which are beyond the control of the owners of the Series 2009 Certificates.These factors include but are not limited to, (a) the continuing need of the County for facilities such as theLeased Property and (b) the continued ability of the County to generate sufficient funds from propertytaxes and other sources to pay obligations associated with the 2009 Lease and other obligations of theCounty. See “USE OF PROCEEDS - The Leased Property.” Payment of the principal of and interest onthe Series 2009 Certificates upon the occurrence of an Event of Lease Default or an Event ofNonappropriation will be dependent upon (1) the net proceeds realized from the sale of the LeasedProperty if sold by the Trustee on behalf of the Trust or (2) rental income generated by the LeasedProperty if it is rented to a third party.

Results of Termination of the 2009 Lease. In the event that the County does not budget andappropriate, with respect to the 2009 Lease, on or before the last day of each Fiscal Year, moniessufficient to pay all Base Rentals and the reasonably estimated Additional Rentals coming due for theensuing Fiscal Year, an “Event of Nonappropriation” is deemed to have occurred. See “APPENDIX B -SUMMARY OF CERTAIN PROVISIONS OF LEGAL DOCUMENTS - The 2009 Lease - Base Rentalsand Additional Rentals - Nonappropriation” for a discussion of the results of an Event ofNonappropriation, and the ability of the Trustee to waive, under certain circumstances, the effects of theoccurrence of an Event of Nonappropriation without notice to or the consent of the owners of the Series2009 Certificates.

If the 2009 Lease is terminated because an Event of Nonappropriation or an Event of LeaseDefault has occurred, the County is required to vacate or surrender possession of the Leased Property (1)by April 1 of the Renewal Term in respect of which an Event of Nonappropriation occurs (in the case ofan Event of Nonappropriation) or (2) within 60 days after notice by the Trustee (in the case of an Event ofLease Default). The County may also terminate the 2009 Lease as a result of certain events described in“APPENDIX B - SUMMARY OF CERTAIN PROVISIONS OF LEGAL DOCUMENTS - The 2009Lease -Damage, Destruction and Condemnation.” Upon the occurrence of an Event of Nonappropriationor an Event of Lease Default and, if payments under the Certificate Insurance Policy are insufficient to

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pay the principal and interest on the Series 2009 Certificates, the Trustee may sell or lease the LeasedProperty. The Net Proceeds derived from a sale or lease of the Leased Property, along with other moniesthen held by the Trustee under the 2009 Indenture (with certain exceptions as provided in the 2009 Leaseand the 2009 Indenture), are required to be used to redeem the Series 2009 Certificates to the extent ofsuch monies. See “THE SERIES 2009 CERTIFICATES - Redemption Provisions - ExtraordinaryMandatory Redemption.”

The Leased Property consists of real property and improvements thereon designed for and used asa detention facility. The Leased Property may not be easily converted to alternate uses, which may limitthe value of the Leased Property if it is proposed to be used for any other purpose. See “USE OFPROCEEDS - The Leased Property.” A potential purchaser of the Series 2009 Certificates should notassume that it will be possible to sell or lease the Leased Property after a termination of the Lease Term(1) for an amount equal to the aggregate principal amount of the Series 2009 Certificates then outstandingplus accrued interest thereon or (2) within a time period that would prevent a default in the timelypayment of the principal of and interest on the Series 2009 Certificates. If the Series 2009 Certificates areredeemed subsequent to a termination of the Lease Term for an amount less than the aggregate principalamount thereof and accrued interest thereon, no owner of any Certificate has any further claim forpayment against the Trust, the Trustee or the County.

The Leased Property is to be insured by policies of casualty and property insurance as describedin “APPENDIX B - SUMMARY OF CERTAIN PROVISIONS OF LEGAL DOCUMENTS - The 2009Lease - Insurance.” In the event of damage to, the destruction of, or the discovery of a defect inconstruction of, the Leased Property, and if the Net Proceeds from such insurance policies or certain othersources are insufficient to repair or replace such Leased Property, the County may terminate itsobligations under the 2009 Lease by paying such Net Proceeds to the Trustee. If the County exercises itsoption not to renew and therefore terminate the 2009 Lease with respect to the Leased Property in such anevent, the Leased Property is required to be sold or leased by the Trustee under certain circumstances andthe proceeds of such sale or leasing are required to be applied to the redemption of the Series 2009Certificates. The net proceeds of such sale or leasing may not be sufficient to fully pay the Series 2009Certificates. See “THE SERIES 2009 CERTIFICATES - Redemption Provisions - ExtraordinaryMandatory Redemption.”

Enforceability of Remedies. A termination of the Lease Term as a result of an Event ofNonappropriation or an Event of Lease Default will give the Trustee the right to take possession of, and todispose of the Leased Property in accordance with the provisions of the 2009 Lease and the 2009Indenture. The enforceability of the 2009 Lease, the 2009 Indenture and the Series 2009 Certificates issubject to applicable bankruptcy laws, principles of equity affecting the enforcement of creditors’ rightsgenerally and liens securing such rights, the police and condemnation powers of the State and its politicalsubdivisions, including the County, and judicial discretion. In addition, the application of zoning andland use requirements and regulations or requirements of the County could adversely affect the ability ofthe Trustee to lease or dispose of the Leased Property. Because of the delays inherent in enforcing theremedies of the Trustee upon the Leased Property through the courts, a potential purchaser of the Series2009 Certificates should not anticipate that the remedies of the Trustee could be accomplished rapidly.Any delays in resolving the Trustee’s claim to possession of or title to the Leased Property may result indelays in the payment of the Series 2009 Certificates.

As a Colorado political subdivision with condemnation powers, the County may be able to assertvarious claims to possession of the Leased Property which may be superior to the Trustee’s rights topossess and sell the Leased Property under the 2009 Lease and the 2009 Indenture. The County has notwaived, and may not be able to waive, such claims.

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Effects on the Series 2009 Certificates of an Event of Nonappropriation or an Event of LeaseDefault. Special Counsel will not render any opinion with respect to the applicability or inapplicability ofthe registration requirements of the Securities Act of 1933, as amended, to transfers of Series 2009Certificates subsequent to a termination of the 2009 Lease by reason of an Event of Nonappropriation oran Event of Lease Default. If the 2009 Lease is terminated by reason of an Event of Nonappropriation oran Event of Lease Default, there is no assurance that the Series 2009 Certificates may be transferredwithout compliance with the registration provisions of the Securities Act of 1933, as amended, or theavailability of an exemption therefrom.

In addition, Special Counsel will render no opinion as to the treatment for federal or state incometax purposes of any amounts received by the owners of the Series 2009 Certificates subsequent to anEvent of Nonappropriation or an Event of Lease Default. There is no assurance that amounts received bythe owners of the Series 2009 Certificates as interest subsequent to an Event of Nonappropriation or anEvent of Lease Default will be excludable from gross income for purposes of federal income taxation orexempt from State income taxes.

No Assurance of Secondary Market. There can be no assurance that an active secondary marketfor the Series 2009 Certificates will develop. Even if there is a secondary market for the Series 2009Certificates, there can be no assurance that an Owner will be able to sell its Series 2009 Certificates onterms that are favorable or acceptable to the Owner. Accordingly, each Owner should be prepared to holdand bear the investment risks of the Series 2009 Certificates to maturity.

SOURCES AND USES OF FUNDS

The following sources and uses of funds (exclusive of accrued interest) are anticipated inconnection with the sale of the Series 2009 Certificates:

Sources

Par Amount of 2009 Certificates $ 105,000,000.00Net Original Issue Premium 544,380.55

Total Sources $ 105,544,380.55

UsesPurchase Price of Leased Property $ 94,179,380.55Deposit to the Reserve Fund 10,500,000.00Costs of Execution and Delivery of Series 2009 Certificates2 865,000.00

Total Uses $ 105,544,380.55

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1 Original issue premium net of original issue discount.2 Includes legal fees, Trustee fees, County financial advisor fees, Underwriters’ discount and other costsof execution and delivery of the Series 2009 Certificates. For information concerning the Underwriters’discount, see “Underwriting.”

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THE LEASED PROPERTY

General Description. The Leased Property initially consists of the approximately 408,400 squarefoot Adams County Detention Facility (the “Detention Facility”) located at 150 N. 19th Avenue inBrighton, Colorado, the approximately 21 acres of land upon which the Detention Facility is located andthe approximately 3 acres of land adjacent to the Detention Facility currently used for vehicular parking(together, the “Parcel”). The County is required by statute to operate a detention facility (ColoradoRevised Statutes § 30-11-104). The Detention Facility is the sole facility that satisfies the County’sstatutory requirement.

The Detention Facility was opened in 1985. The original Detention Facility consisted of 5modules with 6 pods in each module. Each module is self contained and has its own recreation yard,heating and cooling systems. The Detention Facility was originally designed to house 480 inmates invarying security levels, up to and including maximum security. In 2000, the County constructed anexpansion which utilizes double bunking resulting in the addition of 768 direct supervision beds. Therated capacity of the Detention Facility is now in excess of 1,700 beds. The average daily population ofthe Detention Facility during 2007 was 1,300 and from January 1, 2008 through October 31, 2008 wasapproximately 1,284.

The Detention Facility has a fully self-contained kitchen and medical units capable of providingthose services to the inmate population. The Detention Facility also includes offices for Countyemployees who manage and perform services related to the Detention Facility.

In August 2007, Gallagher Basset Services, Inc. prepared a replacement cost appraisal of theLeased Property. Based upon the appraisal, the estimated value of the Detention Facility as of August2007 was approximately $89,971,829. Pursuant to the County Assessor’s records, the estimated value ofthe Parcel as of late 2007 was approximately $2,595,966 based on valuation averages for land in that areaof the County. The total estimated value of the Leased Property as of late 2007 was $92,567,795.Unimproved portions of the Parcel may be released under the 2009 Lease and conveyed by the Trustee, onbehalf of the Trust, to the County as described in “APPENDIX B - SUMMARY OF CERTAINPROVISIONS OF LEGAL DOCUMENTS - The 2009 Lease - Release of Portion of Site.” TheDetention Facility’s on-site operations include general office functions and the housing of detentioninmates.

The County contemplates constructing within the next six to seven years a substantial addition tothe Detention Facility on the Leased Property. The costs of the detention facility addition may be fundedby (i) the issuance of additional certificates of participation pursuant to an amendment to the 2009Indenture, (ii) other financing sources, (iii) County funds, or (iv) a combination of these sources. If the2009 Lease is amended and such additional certificates are delivered, it is expected that they would rankon a parity lien basis with all then Outstanding Certificates. In such event, title to the addition would beheld by the Trust, the 2009 Lease would be amended in order to cause the addition to be a part of theLeased Property and to establish a new schedule of Base Rentals and the addition would be leased to theCounty as part of the Leased Property. If construction of the addition to the Detention Facility and theresulting amendment to the 2009 Lease do not have a materially adverse affect on the Owners of theSeries 2009 Certificates, then the County will not be required to obtain the consent of such Owners to theamendment. Actual construction of the addition will depend on a number of factors, including theCounty’s need for additional detention facility capacity and the terms and availability of financing for anyproposed addition.

Set forth below is an aerial view of the Detention Facility marked to show the boundaries of thetwo parcels which comprise the Leased Property.

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Environmental Assessment. In November 2007, the County engaged AEI Consultants (“AEI”)to perform a Phase I Environmental Site Assessment for the Parcel (the “Phase I Report”). AEI issued itsPhase I Report on November 12, 2007. As set forth in AEI’s Phase I Report, prior to the construction ofthe Detention Facility, the Parcel upon which it is located was agricultural land with an associatedresidence located on the Parcel. The Phase I Report states that no on-site recognized environmentalconditions were identified during the course of the investigation nor were any historical recognizedenvironmental conditions identified during the course of the investigation. AEI does not recommend anyfurther investigations of the Parcel due to the fact that the assessment revealed no evidence of recognizedenvironmental conditions in connection with the Parcel.

The information and conclusions above have been derived from the Phase I Report. Thisdiscussion does not describe all items addressed in the Phase I Report, but rather summarizes theconclusions and recommendations contained therein. A copy of the Phase I Report is on file with theCounty and is available for review.

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THE PROJECT

The County intends to apply the proceeds from the sale of the Leased Property to the Trust to payor reimburse it for the costs to design, construct and equip the first phase of the County’s new governmentcenter project (the “Project”). The Project will be built to consolidate certain of the County’sadministrative functions on one centralized campus with a consistent thematic design throughout and willbe strategically located near the junction of E-470, I-76, 120th Avenue and Sable Boulevard. The campuswill be designed to be walkable, open and easy to navigate. The first phase of the Project is expected toconsist of a five-story building with approximately 300,000 square feet. The Project is not part of theLeased Property and does not constitute security for the Series 2009 Certificates.

BASE RENTALS

Base Rentals, Additional Rentals and any other obligations under the 2009 Lease shall constitutecurrently budgeted expenditures of the County if an appropriation has been effected for such purpose. TheCounty’s obligations to pay Base Rentals, Additional Rentals and any other obligations under the 2009Lease shall be from year to year only, shall extend only to moneys for which an appropriation has beeneffected by the County, and shall not constitute a mandatory charge, requirement or liability in anyensuing fiscal year beyond the then current fiscal year. No provision of the 2009 Lease shall be construedor interpreted as a delegation of governmental powers or as creating a multiple fiscal year direct orindirect debt or other financial obligation of the County or a general obligation or other indebtedness ofthe County within the meaning of any constitutional or statutory debt limitation. See “APPENDIX B –SUMMARY OF CERTAIN PROVISIONS OF LEGAL DOCUMENTS” and “APPENDIX C – THECOUNTY – Anticipated Source of Lease Payments.”

Set forth below is an estimated schedule of the Base Rentals relating to the Leased Property tobecome due and payable under the 2009 Lease, including the Principal and Interest Portions thereof.Payment will be due to the Trustee on November 15 for the December 1 payment date and on May 15 forthe June 1 payment date.

Period EndingDecember 1

PrincipalPortion*

InterestPortion

AnnualBase Rental

2009 $2,160,000.00 4,113,786.06 $6,273,786.06

2010 1,470,000.00 4,806,789.76 6,276,788.76

2011 1,515,000.00 4,762,688.76 6,277,688.76

2012 1,560,000.00 4,717,238.76 6,277,238.76

2013 1,610,000.00 4,670,438.76 6,280,438.76

2014 1,660,000.00 4,622,138.76 6,282,138.76

2015 1,710,000.00 4,572,338.76 6,282,338.76

2016 1,770,000.00 4,516,763.76 6,286,763.76

2017 1,830,000.00 4,454,813.76 6,284,813.76

2018 1,900,000.00 4,386,188.76 6,286,188.76

2019 6,250,000.00 4,314,938.76 10,564,938.76

2020 6,560,000.00 4,002,438.76 10,562,438.76

2021 6,890,000.00 3,674,438.76 10,564,438.76

2022 7,185,000.00 3,381,613.76 10,566,613.76

2023 7,505,000.00 3,058,288.76 10,563,288.76

2024 7,855,000.00 2,711,182.50 10,566,182.50

2025 8,240,000.00 2,326,287.50 10,566,287.50

2026 8,650,000.00 1,914,287.50 10,564,287.50

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Period EndingDecember 1

PrincipalPortion*

InterestPortion

AnnualBase Rental

2027 9,080,000.00 1,481,787.50 10,561,787.50

2028 9,550,000.00 1,016,437.50 10,566,437.50

2029 10,050,000.00 515,062,50 10,565,062.50

Total $105,000,000.00 $74,019,999.20 $179,019,948.70

RATINGS

Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Rating Services, a division ofThe McGraw Hill Companies, Inc. (“S&P”), have assigned ratings of “Aa3” and “AA,” respectively, tothe Series 2009 Certificates.

Each rating reflects only the views of the particular rating agency. An explanation of thesignificance of each rating may be obtained from such rating agency. There is no assurance that any ofthe ratings will continue for any given period of time or that the ratings will not be revised downward orwithdrawn entirely by any such rating agency if, in its judgment, circumstances so warrant. Any suchdownward revision or withdrawal of any such rating may have an adverse effect on the market price ofthe Series 2009 Certificates.

LITIGATION

There is no litigation now pending or, to the knowledge of the County officials responsible for theexecution and performance of the 2009 Lease, threatened which questions the validity of the 2009 Leaseor of any proceedings of the County taken with respect to the execution, delivery and performance thereofor which could have a material adverse effect on the County’s financial condition.

TAX MATTERS

In the opinion of Special Counsel, assuming continuous compliance with certain covenantsdescribed below, the portion of the Base Rentals which is paid by the County and designated in the 2009Lease as interest and paid by the Trustee as interest on the Series 2009 Certificates is excluded from grossincome under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, asamended (the “Code”), is excluded from alternative minimum taxable income as defined in Section55(b)(2) of the Code except that such interest is required to be included in calculating the “adjustedcurrent earnings” adjustment applicable to corporations for purposes of computing the alternativeminimum taxable income of corporations, and is excluded from Colorado taxable income and Coloradoalternative minimum taxable income under Colorado income tax laws in effect on the date of delivery ofthe Series 2009 Certificates. For purposes of this paragraph and the succeeding discussion, “interest”includes the original issue discount on certain of the Series 2009 Certificates only to the extent suchoriginal issue discount is accrued as described herein.

Special Counsel is further of the opinion that the difference between the principal amount of theCertificates maturing on December 1, 2021, 2022, 2023, 2024, 2025, 2026, 2027, 2028 and 2029 (the"Discount Certificates") and the initial offering price to the public (excluding bond houses, brokers, orsimilar persons or organizations acting in the capacity of underwriters or wholesalers) at which price asubstantial amount of such Discount Certificates of the same maturity was sold constitutes original issuediscount which is excluded from gross income for Federal income tax purposes to the same extent asinterest on the Certificates. Further, such original issue discount accrues actuarially on a constant interestrate basis over the term of each Discount Bond and the basis of each Discount Bond acquired at such

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initial offering price by an initial purchaser thereof will be increased by the amount of such accruedoriginal issue discount. The accrual of original issue discount may be taken into account as an increase inthe amount of tax-exempt income for purposes of determining various other tax consequences of owningthe Certificates, even though there will not be a corresponding cash payment. Owners of the DiscountCertificates are advised that they should consult with their own advisors with respect to the state and localtax consequences of owning such Discount Certificates.

Special Counsel is also of the opinion that the difference between the principal amount of theCertificates maturing on December 1, 2009, 2010, 2011, 2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019and 2020 (collectively, the "Premium Certificates") and the initial offering price to the public (excludingbond houses, brokers, or similar persons or organizations acting in the capacity of underwriters orwholesalers) at which price a substantial amount of such Premium Certificates of the same maturity wassold constitutes to an initial purchaser amortizable bond premium which is not deductible from grossincome for Federal income tax purposes. The amount of amortizable bond premium for a taxable year isdetermined actuarially using constant yield principals, based on the purchasers yield to maturity or, in thecase of Premium Certificates callable prior to their maturity, by amortizing the premium to the call date,based on the purchasers yield to the call date and giving effect to the call premium. For purposes ofdetermining gain or loss on the sale or other disposition of a Premium Bond, an initial purchaser whoacquires such obligation in the initial offering to the public at the initial offering price is required todecrease such purchaser's adjusted basis in such Premium Bond annually by the amount of amortizablebond premium for the taxable year. The amortization of bond premium may be taken into account as areduction in the amount of tax-exempt income for purposes of determining various other taxconsequences of owning the Certificates. Owners of the Premium Certificates are advised that theyshould consult with their own advisors with respect to the state and local tax consequences of owningsuch Premium Certificates.

The opinion of Special Counsel does not cover the treatment for federal or Colorado income taxpurposes of any moneys received in payment of or in respect to the Series 2009 Certificates subsequent tothe occurrence of an Event of Lease Default, an Event of Indenture Default or an Event ofNonappropriation.

The Code and Colorado law impose several requirements which must be met with respect to theSeries 2009 Certificates in order for the interest thereon to be excluded from gross income, alternativeminimum taxable income (except to the extent of the aforementioned adjustments applicable tocorporations), Colorado taxable income and Colorado alternative minimum taxable income. Certain ofthese requirements must be met on a continuous basis throughout the term of the Series 2009 Certificates.These requirements include: (a) limitations as to the use of proceeds of the Series 2009 Certificates;(b) limitations on the extent to which proceeds of the Series 2009 Certificates may be invested in higheryielding investments; and (c) a provision, subject to certain limited exceptions, that requires allinvestment earnings on the proceeds of the Series 2009 Certificates above the yield on the Series 2009Certificates to be paid to the United States Treasury. The County will covenant and represent in the 2009Lease that it will, during the Lease Term, take all steps to comply with the requirements of the Code andColorado law (in effect on the date of delivery of the Series 2009 Certificates) to the extent necessary tomaintain the exclusion of interest on the Series 2009 Certificates from gross income and alternativeminimum taxable income (except to the extent of the aforementioned adjustments applicable tocorporations) under such federal income tax laws and Colorado taxable income and Colorado alternativeminimum taxable income under such Colorado income tax laws. Special Counsel’s opinion as to theexclusion of interest on the Series 2009 Certificates from gross income, alternative minimum taxableincome (to the extent described above), Colorado taxable income and Colorado alternative minimumtaxable income is rendered in reliance on these covenants and assumes continuous compliance therewith.(The foregoing covenant does not, however, preclude the County from exercising its right to terminate the2009 Lease at the times and in the manner previously described in this Official Statement.) The failure orinability of the County to comply with these requirements could cause the interest on the Series 2009

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Certificates to be included in gross income, alternative minimum taxable income, Colorado taxableincome or Colorado alternative minimum taxable income, or a combination thereof, from the date ofissuance. Special Counsel’s opinion also is rendered in reliance upon certifications of the County andother certifications furnished to Special Counsel. Special Counsel has not undertaken to verify suchcertifications by independent investigation.

Section 55 of the Code contains a 20% alternative minimum tax on the alternative minimumtaxable income of corporations. Under the Code, 75% of the excess of a corporation’s “adjusted currentearnings” over the corporation’s alternative minimum taxable income (determined without regard to thisadjustment and the alternative minimum tax net operating loss deduction) is included in the corporation’salternative minimum taxable income for purposes of the alternative minimum tax applicable to thecorporation. “Adjusted current earnings” includes interest on the Series 2009 Certificates.

The Code contains numerous provisions not discussed in this Official Statement that may affectan investor’s decision to purchase the Series 2009 Certificates. For example, adverse federal or state taxconsequences may be associated with ownership of the Series 2009 Certificates by particular persons orentities including, but not limited to, financial institutions, insurance companies, recipients of SocialSecurity or Railroad Retirement benefits, taxpayers deemed to have incurred or continued indebtedness topurchase or carry the Series 2009 Certificates, foreign corporations doing business in the United Statesand certain “subchapter S” corporations. In addition, certain of the Series 2009 Certificates were sold at apremium, representing a difference between the original offering price of those Series 2009 Certificatesand the principal amount thereof payable at maturity. Under certain circumstances, an initial owner ofsuch Series 2009 Certificates may realize a taxable gain upon their disposition, even though such Series2009 Certificates are sold or redeemed for an amount equal to the owner’s acquisition cost. SpecialCounsel’s opinion relates only to the exclusion of interest (and, to the extent described above for theDiscount Series 2009 Certificates, original issue discount) on the Series 2009 Certificates from grossincome, alternative minimum taxable income, Colorado taxable income and Colorado alternativeminimum taxable income as described above and will state that no opinion is expressed regarding otherfederal or Colorado tax consequences arising from the receipt or accrual of interest on or ownership of theSeries 2009 Certificates. Owners of the Series 2009 Certificates should consult their own tax advisors asto the applicability of these consequences.

The opinions expressed by Special Counsel are based upon existing law as of the delivery date ofthe Series 2009 Certificates. No opinion is expressed as of any subsequent date nor is any opinionexpressed with respect to any pending or proposed legislation. Amendments to federal and Colorado taxlaws may be pending now or could be proposed in the future which, if enacted into law, could adverselyaffect the value of the Series 2009 Certificates, the exclusion of interest (and, to the extent describedabove for the Discount Series 2009 Certificates, original issue discount) on the Series 2009 Certificatesfrom gross income, alternative minimum taxable income, Colorado taxable income, Colorado alternativeminimum taxable income or any combination thereof from the date of issuance of the Series 2009Certificates or any other date, or which could result in other adverse federal or Colorado taxconsequences. Owners of the Series 2009 Certificates are advised to consult with their own tax advisorswith respect to such matters.

The Internal Revenue Service (the “Service”) has an ongoing program of auditing tax-exemptobligations to determine whether, in the view of the Service, interest on such tax-exempt obligations isincludable in the gross income of the owners thereof for federal income tax purposes. No assurances canbe given as to whether or not the Service will commence an audit of the Series 2009 Certificates. If anaudit is commenced, the market value of the Series 2009 Certificates may be adversely affected. Undercurrent audit procedures, the Service will treat the County as the taxpayer and the Owners may have noright to participate in such procedures. The County has covenanted in the 2009 Lease not to take anyaction that would cause the interest on the Series 2009 Certificates to lose its exclusion from gross incomefor federal income tax purposes or lose its exclusion from alternative minimum taxable income except to

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the extent described above for the owners thereof for federal income tax purposes. None of the County,the Underwriter or Special Counsel is responsible for paying or reimbursing any Owner for any audit orlitigation costs relating to the Series 2009 Certificates.

CONTINUING DISCLOSURE UNDERTAKING

In order to facilitate compliance with Securities and Exchange Commission Rule 15c2-12 (the“Rule”), in connection with its execution and delivery of the 2009 Lease, the County will enter into anundertaking (the “Continuing Disclosure Undertaking”) to provide certain information, including auditedfinancial results, on an annual basis, and to provide notice of certain specified events contemplated by theRule, to the information repositories designated in the Continuing Disclosure Undertaking. The proposedform of the Continuing Disclosure Undertaking is appended to this Official Statement as APPENDIX F.

The specific information required to be provided by the County under the Continuing DisclosureUndertaking includes (1) notice of the occurrence of any of the material events enumerated in the Rule,(2) annual audited financial statements and (3) financial information and operating data with respect tothe County substantially similar to the type set forth in APPENDIX C to this Official Statement in thetables captioned “Statement of General Fund Revenues, Expenditures and Changes in Fund BalanceBudget and Actual For the Year Ended December 31, 2007,” “Adams County, Colorado 2008 GeneralFund Budget Summary,” “Property Tax Levies and Collections Last Five Fiscal Years,” “AssessedValuation of Taxable Property in Adams County” and “Estimated Overlapping General Obligation Debt.”

Failure to perform the Continuing Disclosure Undertaking does not constitute an Event of LeaseDefault, but the Continuing Disclosure Undertaking does provide that in the event of a failure to performthe Continuing Disclosure Undertaking, the owners of the Series 2009 Certificates have the right to seek acourt order directing the County to perform its obligations thereunder. The County has at all timescomplied with the requirements set forth in the Rule and all of its previous continuing disclosureundertakings.

FINANCIAL ADVISOR

James Capital Advisors Inc. (“James Capital”) has served as financial advisor to the County withrespect to the 2009 Lease. James Capital has also assisted in the preparation of this Official Statementand in other matters relating to the planning, structuring, rating and execution and delivery of the Series2009 Certificates. In its role as financial advisor to the County, James Capital has not undertaken eitherto make an independent verification of or to assume responsibility for the accuracy or completeness of theinformation contained in this Official Statement and the Appendices hereto.

UNDERWRITING

The Series 2009 Certificates are to be purchased by the Underwriters listed on the front coverpage of this Official Statement at a price equal to $105,019,380.55 (representing the principal amount ofthe Series 2009 Certificates less an underwriting discount of $525,000.00, plus a net premium of$544,380.55). The Underwriters have agreed to accept delivery of and pay for all the Series 2009Certificates if any are delivered, and that the obligation to make such purchase is subject to certain termsand conditions set forth in the Certificate Purchase Agreement, the approval of certain legal matters bycounsel and certain other conditions.

Wachovia Securities is a trade name under which Wells Fargo & Company conducts certain of itsinvestment banking, capital markets and institutional securities business through Wachovia CapitalMarkets, LLC (“WCM”), member NYSE, FINRA, SIPC and through other bank, non-bank and broker-dealer subsidiaries of Wells Fargo & Company, including Wachovia Bank, National Association(“WBNA”).

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LEGAL MATTERS

Legal matters incident to the authorization of the 2009 Lease and the execution and delivery bythe Trustee of the Series 2009 Certificates are subject to the approval of validity by Brownstein HyattFarber Schreck, LLP, Denver, Colorado, as Special Counsel, and the approval of disclosure and certainrelated matters by Moye White LLP, Denver, Colorado, as Disclosure Counsel. The proposed form ofopinion expected to be delivered by Brownstein Hyatt Farber Schreck, LLP, is set forth in APPENDIX Ahereto. Moye White LLP, in their Disclosure Counsel capacity, has advised the County concerning, andhas assisted in the preparation of, this Official Statement and will render an opinion with respect thereto.Certain legal matters relating to the 2009 Lease will be passed upon for the County by Hal B. Warren,Esq., County Attorney.

FINANCIAL STATEMENTS

The general purpose financial statements of the County as of and for the fiscal year endedDecember 31, 2007, included in Appendix D to this Official Statement, have been audited by Swanhorst& Company L.L.C., Greenwood Village, Colorado, independent public accountants, as stated in theirreport appearing therein. Financial statements of the County for prior years are available for inspection atthe office of the County Administrator.

MISCELLANEOUS

Any statements made in this Official Statement involving matters of opinion or estimates,whether or not expressly so stated, are set forth as such and not as representations of fact, and norepresentation is made that any such estimates will be realized. This Official Statement shall not beconstrued as a contract between the County and any person.

OFFICIAL STATEMENT CERTIFICATION

The preparation of this Official Statement and its distribution have been authorized by the AdamsCounty Board of County Commissioners. This Official Statement is not to be construed as an agreementor contract between the County and any purchaser or owner of any Series 2008 Certificate.

ADAMS COUNTY, COLORADO

By: /s/ Richard C. LemkeRichard C. Lemke, Director of Finance

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APPENDIX APROPOSED FORM OF OPINION OF SPECIAL COUNSEL

(Brownstein Hyatt Farber Schreck, LLP)

Re: $105,000,000 Certificates of Participation, Series 2009 Evidencing an Interest in the BaseRentals and other Revenues under an Annually Renewable Lease Purchase Agreementdated January 1, 2009, between the Adams County Detention Facility Leasing Trust 2009,as lessor, and Adams County, Colorado, as lessee.

Ladies and Gentlemen:

We have acted as Special Counsel to Adams County, Colorado (the “County”) in connection with theexecution and delivery by the County of the captioned annually renewable Lease Purchase Agreementdated January 1, 2009 (the “Lease”), between the Adams County Detention Facility Leasing Trust 2009(the “Trust”), as lessor, and the County, as lessee, and the execution and delivery by the Trust of thecaptioned Certificates of Participation (the “2009 Certificates”).

The 2009 Certificates are executed and delivered pursuant to a Declaration and Indenture of Trust datedJanuary 1, 2009 the “Indenture”), between the Trust and Wells Fargo Bank, N.A., as trustee (the“Trustee”). The 2009 Certificates are executed and delivered by the Trustee in registered form and areinitially registered in the name of Cede & Co., as nominee of The Depository Trust Company. The 2009Certificates mature, bear interest, are subject to redemption and are payable as provided in the Indenture.

Capitalized terms used herein have the same meanings as in the Indenture and the Lease.

The Adams County Detention Facility Leasing Trust 2009 is created primarily for the purpose ofaccepting title to, and leasing, the Facility to the County pursuant to the Lease, all for the benefit of theOwners of the 2009 Certificates. The 2009 Certificates evidence an interest in the Base Rentals and otherRevenues under the Lease.

The 2009 Certificates are payable solely from the sources described in the Indenture, including the BaseRentals to be paid by the County to the Trust under the Lease. Neither the Lease nor the 2009 Certificatesconstitutes a mandatory payment obligation of the County beyond the current fiscal year, nor beyond afiscal year for which the County has specifically appropriated amounts to make payments under theLease, nor directly or indirectly obligate the County beyond such fiscal year, nor constitute or give rise toa general obligation or a multiple fiscal year direct or indirect indebtedness or other financial obligationwhatsoever of the County within the meaning of any constitutional or statutory provision. Neither theLease nor the 2009 Certificates constitutes a general obligation or indebtedness of the County.

Under the Lease, the County has been granted an option to purchase the Leased Property and to terminateits obligations under the Lease upon payment of the Purchase Option Price (as defined in the Lease). Inaddition, the County has been granted the option otherwise not to renew, and thereby terminate itsobligations under, the Lease, for any reason, without payment of the Purchase Option Price, upon theoccurrence of an Event of Nonappropriation or an Event of Lease Default as described in the Lease.

An officer of the County responsible for the execution and delivery by the County of the Lease hasexecuted a certificate (the “Tax Certificate”) stating the reasonable expectations of the County on the dateof execution and delivery as to future events that are material for purposes of the Internal Revenue Codeof 1986, as amended, and all regulations and rulings thereunder (the “Code”).

In our capacity as Special Counsel, we have examined the constitution and the laws of the State ofColorado, a certified copy of the record of proceedings of the Board of County Commissioners of theCounty taken preliminary to the execution and delivery of the Lease and certain other documents andclosing certificates executed and delivered by the County and the Trustee as of the date of delivery of theLease, and such other documents as we deemed necessary in order to render this opinion.

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Based upon the foregoing examination, it is our opinion as Special Counsel that:

1. The Lease has been duly authorized, executed and delivered by the County, and,assuming its due execution by the Trustee for the Trust, constitutes the valid andlegally binding obligation of the County, enforceable against the County inaccordance with its terms except to the extent limited by applicable bankruptcy,reorganization, insolvency, moratorium or other laws affecting the enforcement ofcreditors’ rights generally and equitable principles which may limit the availabilityof equitable remedies.

2. Assuming due execution of the Indenture and the 2009 Certificates by the Trustee,the 2009 Certificates evidence a valid and binding interest in rights to receive BaseRentals designated as Principal Portions and Interest Portions under the Lease andcertain other Revenues, which rights are enforceable against the County inaccordance with the terms of the Lease except to the extent limited by applicablebankruptcy, reorganization, insolvency, moratorium or other laws affecting theenforcement of creditors’ rights generally and equitable principles which may limitthe availability of equitable remedies.

3. No registration with the Securities and Exchange Commission under the SecuritiesAct of 1933 need be made in connection with the offering of the 2009 Certificatesand it is not necessary in connection with the execution and delivery of the 2009Certificates that the Indenture be qualified under the Trust Indenture Act of 1939.

Based upon the foregoing examination and our review of the Code, the regulations and rulingsthereunder, and of the Tax Certificate, and assuming compliance by the County with the covenants andrepresentations contained in the Lease and the Tax Certificate, it is also our opinion that:

1. The Interest Portion of Base Rentals under the Lease paid by the County andreceived by the Owners of the 2009 Certificates, is excludable from gross incomefor federal income tax purposes under the laws and regulations of the United Statesof America as presently enacted and construed and is not an item of tax preferencefor purposes of the federal alternative minimum tax, although such Interest Portionheld by certain corporations (other than certain S corporations, regulated investmentcompanies, real estate investment trusts and real estate mortgage investmentconduits) may be indirectly subject to a federal alternative minimum tax because ofits inclusion in the reported income or current earnings of such corporations, andsuch Interest Portion held by foreign corporations may be subject to the branchprofits tax imposed by the Code; except that we express no opinion herein withrespect to the effect of non-renewal or termination of the Lease upon the federalincome tax treatment of any moneys received under the Lease subsequent to suchnon-renewal or termination.

2. The Interest Portion of Base Rentals under the Lease paid by the County andreceived by the Owners of the 2009 Certificates, is exempt from Colorado incometaxes under the laws of the State of Colorado as presently enacted and construed;except that we express no opinion herein with respect to the effect of non-renewalor termination of the Lease upon the Colorado income tax treatment of any moneysreceived under the Lease subsequent to such nonrenewal or termination.

3. Section 13.2 of the Lease provides that the Leased Property (as defined therein)may be subleased, in whole or in part, only to an agency or department of, or apolitical subdivision of, the County or the State, or to another entity or entities withApproval of Special Counsel. “Approval of Special Counsel” as defined in theLease means an opinion of Special Counsel to the effect that the matter proposedwill not adversely affect the excludability from gross income for federal income tax

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purposes of the Interest Portion of the Base Rentals paid by the County under theLease.

Ownership of the 2009 Certificates may result in collateral federal income tax consequences to certaintaxpayers, including, without limitation, financial institutions, property and casualty insurance companies,S corporations with “excess passive income,” individual recipients of Social Security or RailroadRetirement benefits, individuals who may be entitled to the earned income credit, foreign corporationsengaged in a trade or business in the United States and taxpayers who maybe deemed to have incurred orcontinued debt to purchase or carry such obligations. We express no opinion herein with respect to suchconsequences.

We express no opinion herein with respect to real estate matters or with respect to the accuracy orcompleteness of any documents prepared or used or statements made in connection with the offering andsale of the 2009 Certificates.

In giving the foregoing opinions with respect to the treatment of the Interest Portion of Base Rentalsunder the Lease paid by the County under federal tax laws, we have assumed and relied upon compliancewith the County’s covenants and the accuracy of the County’s representations and certifications containedin the transcript of proceedings by the County relating to the execution and delivery of the Lease. Theaccuracy of those representations and certifications, which we have not independently verified, and theCounty’s compliance with those covenants may be necessary for the interest on the 2009 Certificates tobe and to remain excludable from gross income for federal income tax purposes and for certain of theother tax effects stated above. Failure to comply with certain of those requirements subsequent toexecution and delivery of the 2009 Certificates could cause interest on the 2009 Certificates to beincluded in gross income for federal income tax purposes retroactively to the date of execution anddelivery of the 2009 Certificates.

The opinions expressed herein are based on existing law as of the date hereof, and we express no opinionherein as of any subsequent date or with respect to any pending legislation or as to any other matters.

This letter is issued to and for the sole benefit of the above addressees and is issued for the sole purposeof the transaction specifically referred to herein. No person other than the above addressees may relyupon this letter without our express prior written consent. This letter may not be utilized by you for anyother purpose whatsoever and may not be quoted by you without our express prior written consent, exceptthat this opinion may be included in the transcript of proceedings relating to the execution and delivery ofthe 2009 Certificates. We assume no obligation to review or supplement this letter subsequent to its date,whether by reason of a change in the current law, legislative or regulatory action, judicial decision, or forany other reason.

Very truly yours,

(THIS PAGE INTENTIONALLY LEFT BLANK)

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APPENDIX BSUMMARY OF CERTAIN PROVISIONS OF LEGAL DOCUMENTS

Set forth below are the definitions of some of the terms used in this Official Statement, the 2009Lease and the 2009 Indenture, as well as a summary of certain provisions of the 2009 Lease and the 2009Indenture. Reference is made to the actual provisions of the 2009 Lease and the 2009 Indenture for acomplete recital of the terms defined therein and the complete provisions thereof, copies of which areavailable during the period of the initial offering of the Series 2009 Certificates from the FinancialAdvisor.

Definitions

“Additional Certificates” means Additional Certificates which may be executed and delivered bythe Trustee pursuant to the 2009 Indenture.

“Additional Rentals” means, the payment or cost of all:

(a) (i) reasonable expenses and fees of the Trust related to the preparation of reports orrecords of the Trust and maintenance of the existence of the Trust, including but notlimited to, the costs of preparing and filing any state or federal tax returns required tobe filed for the Trust, (ii) reasonable expenses and fees of the Trust and the Trusteerelated to the performance or discharge of responsibilities under the provisions of the2009 Lease or the 2009 Indenture, including the reasonable fees and expenses of anyperson or firm employed by the Trustee to make rebate calculations under theprovisions of the 2009 Indenture and the expenses of the Trust and the Trustee inrespect of any policy of insurance or surety bond obtained in respect of the certificatesof participation executed and delivered with respect to the 2009 Lease, (iii) the cost ofinsurance premiums and insurance deductible amounts under any insurance policyreasonably deemed necessary by the Trustee to protect the Trust and the Trustee fromany liability under the 2009 Lease and approved by the an authorized officer of theCounty (which approval shall not be unreasonably withheld) and (iv) reasonable legalfees and expenses incurred by the Trustee to defend the Trustee from and against anylegal claims set forth in the 2009 Lease and (v) reasonable expenses and fees of theTrust or the Trustee incurred at the request of an authorized officer of the County;

(b) taxes, assessments, insurance premiums, utility charges, maintenance, upkeep, repairand replacement with respect to the Leased Property;

(c) Base Rentals Reserve Requirement payments, deposits or reimbursements in respectof any draws therefrom, including any draws under any related surety bond; and

(d) all other charges and costs (together with all interest and penalties that may accruethereon in the event that the County fails to pay the same which) the County agrees toassume or pay as Additional Rentals under the 2009 Lease.

Additional Rentals does not include Base Rentals.

“Appropriation” means the action of the Board of County Commissioners of Adams County,Colorado in annually making moneys available for all payments due under the 2009 Lease including thepayment of Base Rentals and Additional Rentals.

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“Approval of Special Counsel” means an opinion of Special Counsel to the effect that the matterproposed will not adversely affect the excludability from gross income for federal income tax purposes ofthe Interest Portion of the Base Rentals paid by the County under the 2009 Lease.

“Assets of the Trust” means the Initial Assets and any and all assets acquired by the Trust,including the Leased Property and all real property improvements so acquired now or hereafter locatedthereon and the tenants, hereditaments, appurtenances, rights, privileges and immunities thereto belongingand appertaining (subject to Permitted Encumbrances) and any and all machinery owned or hereafteracquired by the Trust and used or usable in connection with any present or future operation of and now orhereafter located or installed on, under or in the Leased Property.

“Base Rentals” means the rental payments payable by the County pursuant to the 2009 Leaseduring the Lease Term, which constitute payments payable by the County for and in consideration of theright to possess and use the Leased Property. Base Rentals does not include Additional Rentals.

“Base Rentals Payment Dates” means June 1 and December 1 of each Fiscal Year.

“Base Rentals Reserve Requirement,” in respect of the Series 2009 Certificates means$10,500,000, and in respect of Additional Certificates, means the amount as determined at the time ofexecution and delivery of the Additional Certificates.

“Business Day” means any day, other than a Saturday or Sunday or a day (a) on which bankslocated in Denver, Colorado are required or authorized by law or executive order to close or (b) on whichthe Federal Reserve System is closed.

“Code” means the Internal Revenue Code of 1986, as amended and the Treasury Regulationspromulgated thereunder.

“Events of Indenture Default” means any event of default under the 2009 Indenture.

“Events of Lease Default” means any event of default under the 2009 Lease.

“Event of Nonappropriation” means the termination and non-renewal of the 2009 Lease by theCounty, determined by the County’s exercise of its right, for any reason, to not enact by the last day ofeach Fiscal Year an appropriation resolution for the ensuing Fiscal Year. The term also means a noticeunder the 2009 Lease of the County’s intention to not renew and therefore terminate the 2009 Lease or anevent described in the 2009 Lease relating to the exercise by the County of its right to not appropriateamounts due as Additional Rentals in excess of the amounts for which an appropriation has beenpreviously effected.

“Facility” means the detention facility located at 150 North 19th Street, Brighton, Colorado.

“Federal Securities” means non-callable bills, certificates of indebtedness, notes or bonds whichare direct obligations of, or the principal of and interest on which are unconditionally guaranteed by, theUnited States of America.

“Fiscal Year” means the fiscal year of the County, which begins on January 1 and endsDecember 31 of the same calendar year.

“Force Majeure” means, without limitation, the following: acts of God; strikes, lockouts or otherindustrial disturbances; acts of public enemies; orders or restraints of any kind of the government of theUnited States of America, the state of Colorado or any of their departments, agencies or officials or anycivil or military authority; insurrection; riots; landslides; earthquakes; fires; storms; droughts; floods;

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explosions; breakage or accidents to machinery, transmission pipes or canals; or any other cause or eventnot within the control of the County in its capacity as lessee under the 2009 Lease or the Trust.

“Initial Assets” means the initial assets of the Trust conveyed to the Trust under the 2009Indenture.

“Initial Term” means the period which commences on the date of delivery of the 2009 Lease andterminates on December 31, 2009.

“Interest Payment Date” means each June 1 and December 1, commencing June 1, 2009.

“Interest Portion” means the portion of each Base Rentals payment that represents the payment ofinterest as set forth in the 2009 Lease.

“Lease Balance” means the Total Aggregate Principal Portion of the Base Rentals under the 2009Lease, less the aggregate amount of Principal Portions of Base Rentals paid or prepaid by the Countypursuant to the 2009 Lease.

“Lease Remedy” or “Lease Remedies” means any or all remedial steps provided in the 2009Lease whenever an Event of Lease Default or an Event of Nonappropriation has happened and iscontinuing, which may be exercised by the Trustee as provided in the 2009 Indenture.

“Lease Term” means the Initial Term and any Renewal Terms as to which the County mayexercise its option to renew the 2009 Lease by appropriating funds for the payment of Base Rentals andAdditional Rentals thereunder, as provided in and subject to the provisions of the 2009 Lease. “LeaseTerm” refers to the time during which the County is the lessee of the Leased Property under the 2009Lease.

“Net Proceeds” means the proceeds of any performance or payment bond, or proceeds ofinsurance, including self-insurance, required by the 2009 Lease or proceeds from any condemnationaward, or any proceeds resulting from default or breaches of warranty under any construction or othercontract, or proceeds derived from the exercise of any Lease Remedy or otherwise following terminationof the 2009 Lease by reason of an Event of Nonappropriation or an Event of Lease Default allocable tothe Leased Property, less (a) all related expenses (including, without limitation, attorney’s fees and costs)incurred in the collection of such proceeds or award; and (b) all other related fees, expenses andpayments due to the County, the Trust or the Trustee.

“Outstanding” means, with respect to the Certificates, all Certificates executed and deliveredpursuant to the 2009 Indenture as of the time in question, except: (a) all Certificates theretofore canceledor required to be canceled under the 2009 Indenture; (b) Certificates in substitution for which otherCertificates have been executed and delivered under the 2009 Indenture; (c) Certificates which have beenredeemed as provided in the 2009 Indenture; (d) Certificates for the payment or redemption of whichprovision has been made in accordance with the 2009 Indenture; provided that, if such Certificates arebeing redeemed, the required notice of redemption has been given or provision satisfactory to the Trusteehas been made therefor; and (e) Certificates deemed to have been paid pursuant to the 2009 Indenture.

“Owners” means the registered owners of any Certificates and Beneficial Owners.

“Paying Agent” means the Trustee or any successor or additional paying agent appointedpursuant to the 2009 Indenture.

“Permitted Encumbrances,” with respect to the Leased Property, means, as of any particular time:(a) liens for taxes and assessments not then delinquent, or liens which may remain unpaid pending contest

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pursuant to the provisions of the 2009 Lease; (b) the 2009 Lease, the 2009 Indenture, any related fixturefiling and any liens arising or granted pursuant to the 2009 Lease or the 2009 Indenture; (c) utility, accessand other easements and rights of way, licenses, permits, party wall and other agreements, restrictions andexceptions which an Authorized Officer of the County certifies will not interfere with or impair theLeased Property, including rights or privileges in the nature of easements, licenses, permits andagreements as provided in the 2009 Lease; and (d) the easements, covenants, restrictions, liens andencumbrances (if any) to which title to the Site was subject when title was transferred to the Trustpursuant to a special warranty deed which do not interfere in any material way with the Leased Property.

“Prepayment” means any amount paid by the County pursuant to the provisions of the 2009Lease as a prepayment of the Base Rentals due thereunder.

“Principal Portion” means the portion of each Base Rentals payment that represents the paymentof principal as set forth in the 2009 Lease.

“Purchase Option Price” means the amount payable on any date, at the option of the County, toprepay all or a portion of the Base Rentals, terminate the Lease Term in the event all Base Rentals arepaid and purchase the Leased Property, as provided in the 2009 Lease.

“Renewal Term” means any portion of the Lease Term commencing on January 1 of any calendaryear and terminating on or before December 31 of the same calendar year as provided in the 2009 Lease.

“Revenues” means (a) all amounts payable by or on behalf of the County or with respect to theLeased Property pursuant to the 2009 Lease including, but not limited to, all Base Rentals, Prepayments,Purchase Option Prices and Net Proceeds, but not including Additional Rentals; (b) any portion ofproceeds the Trust may derive from the execution and delivery of certificates of participation with respectto the 2009 Lease deposited in the Base Rentals Fund, created under the 2009 Indenture, and any moneyswhich may be derived from any insurance in respect of such certificates; and (c) any moneys andsecurities, including investment income, held by the Trustee in the Funds and Accounts established underthe 2009 Indenture (except for moneys and securities including investment income, held in the RebateFund) and related to the 2009 Lease.

“Site” means the real property described as the Site on Exhibit A of the 2009 Lease.

“Special Counsel” means any counsel experienced in matters of municipal law, satisfactory to theTrustee, and listed in the list of municipal bond attorneys, as published semiannually by The Bond Buyer,or any successor publication.

“Trust Estate” means collectively (a) the Assets of the Trust, including the Initial Assets and (b)all of the right, title and interest of the Trust in and to the Leased Property and the 2009 Lease, includingall Revenues as defined in the 2009 Indenture.

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The 2009 Lease

Lease Term. The Lease Term commences on its date of execution and delivery. The InitialTerm terminates on December 31, 2009. The 2009 Lease may be renewed, solely at the option of theCounty, for twenty (20) Renewal Terms. The Lease Term terminates upon the earliest of: (a) theexpiration of the Initial Term or any Renewal Term during which an Event of Nonappropriation occurs(the Lease Term is not terminated if the Event of Nonappropriation is cured); (b) the conveyance of theLeased Property to the County upon payment of the full amount of the Purchase Option Price or the fullamount of the Base Rentals and Additional Rentals for which an Appropriation has been effected by theCounty for such purpose; or (c) the occurrence of an uncured Event of Lease Default and termination ofthe 2009 Lease by the Trustee.

Termination of the Lease Term terminates all unaccrued obligations of the County under the 2009Lease and the County’s rights of possession under the 2009 Lease (except to the extent of the holdoverprovisions). All obligations of the County accrued prior to such termination continue until the Trusteegives written notice to the County that such accrued obligations have been satisfied.

Base Rentals and Additional Rentals. Under the 2009 Lease, the County is to pay Base Rentalsfor which an Appropriation has been effected by the County directly to the Trustee during the Initial Termand any Renewal Term. The County is to receive credit against its obligation to pay the Base Rentals tothe extent moneys are held on deposit in the Base Rentals Fund by the Trustee and available to pay BaseRentals.

The 2009 Lease provides that the County may, on any date, pay the then applicable PurchaseOption Price for the purpose of terminating the 2009 Lease in whole and purchasing the Leased Property.Subject to the Approval of Special Counsel, the County may also, at any time during the Lease Term,prepay any portion of the Base Rentals due under the 2009 Lease and in connection with suchprepayment, recalculate the Base Rentals. The County is required to give the Trustee notice of itsintention to exercise either of its option not less than thirty (30) days in advance of the date of exerciseand is to deposit with the Trustee by not later than the date of exercise an amount equal to the PurchaseOption Price due on the date of exercise or the applicable amount of Base Rentals to be prepaid.

Pursuant to the 2009 Indenture, upon receipt by the Trustee of Base Rentals, the Trustee is todeposit the amount of such Base Rentals in the Base Rentals Fund.

The County also agrees to pay Additional Rentals during the Initial Term and any Renewal Term.The County agrees that, to the extent that (1) moneys from the Base Rentals Reserve Fund or (2) drawsunder any surety bond or insurance policy deposit in lieu of, or in substitution for, moneys in the BaseRentals Reserve Fund, are applied to the payment of the Base Rentals when due or for any other purposepermitted under the 2009 Indenture, the County will pay to the Trustee (i) for deposit to the Base RentalsReserve Fund or (ii) to reimburse draws under such surety bond or insurance policy, as AdditionalRentals, such amounts as are required to restore the amount on deposit in the Base Rentals Reserve Fundto the Base Rentals Reserve Requirement, within ninety (90) days following such withdrawal of moneysfrom the Base Rentals Reserve Fund, unless the 2009 Lease has been terminated by the County prior tothe withdrawal of funds from such Base Rentals Reserve Fund.

Nonappropriation. In the event that the County gives notice that it intends to not renew the 2009Lease or the County does not effect an Appropriation, on or before December 31 of each Fiscal Year, ofmoneys to pay all Base Rentals and reasonably estimated Additional Rentals coming due for the nextensuing Renewal Term, an Event of Nonappropriation is deemed to have occurred; subject, however, toeach of the following provisions:

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(a) In the event the Trustee does not receive the written notice provided for by the 2009Lease or evidence that an Appropriation has been adopted by the County on or beforeDecember 31 of a Fiscal Year, then the Trustee is to declare an Event ofNonappropriation on the first Business Day of the January following such Fiscal Year orsuch declaration is to be made on any earlier date on which the Trustee receives official,specific written notice from the County that the 2009 Lease will not be renewed.

(b) The Trustee is to waive any Event of Nonappropriation which is cured by the Countywithin 30 days of the receipt by the County of notice from the Trustee, of a duly effectedAppropriation to pay all Base Rentals and sufficient amounts to pay reasonably estimatedAdditional Rentals coming due for the next Renewal Term.

(c) Pursuant to the terms of the 2009 Indenture, the Trustee may waive any Event ofNonappropriation which is cured by the County with the procedure described in (b)above.

If, during the Initial Term or any Renewal Term, any Additional Rentals become due which werenot included in a duly adopted Appropriation and moneys are not specifically budgeted and appropriatedor otherwise made available to pay such Additional Rentals within 60 days subsequent to the date uponwhich such Additional Rentals are due, an Event of Nonappropriation is deemed to have occurred, uponnotice by the Trustee to the County to such effect (subject to waiver by the Trustee).

If an Event of Nonappropriation occurs, the County is not obligated to make payment of the BaseRentals or Additional Rentals or any other payments under the 2009 Lease which accrue after the last dayof the Initial Term or any Renewal Term during which such Event of Nonappropriation occurs. Except aslimited by certain other provisions of the 2009 Lease, the County continues to be liable for Base Rentalsand Additional Rentals allocable to any period during which the County continues to occupy, use or retainpossession of the Leased Property.

The County is required in all events to vacate or surrender possession of the Leased Property byApril 1 of the Renewal Term in respect of which an Event of Nonappropriation has occurred. AfterApril 1 of the Renewal Term in respect of which an Event of Nonappropriation has occurred, the Trusteemay proceed to exercise all or any Lease Remedies.

Upon the occurrence of an Event of Nonappropriation, (1) the Trustee is entitled to all moneysthen being held in all funds created under the 2009 Indenture and (2) all property, funds and rights thenheld or acquired by the Trust or the Trustee upon the termination of the 2009 Lease by reason of an Eventof Nonappropriation are to be held by the Trust or the Trustee as set forth in the 2009 Indenture.

Holdover Tenant. If the County fails to vacate the Leased Property after termination of the 2009Lease, with the written permission of the Trustee the County is deemed a holdover tenant on a month-to-month basis. Any holding over by the County without the written permission of the Trustee is consideredto be at sufferance.

Title to the Leased Property. Except for personal property purchased by the County at its ownexpense, title to the Leased Property and any and all additions, modifications and replacements to theLeased Property are to be held in the name of the Trust unless and until the Trustee has exercised certainLease Remedies or until the Leased Property is conveyed as provided in the 2009 Lease notwithstanding(a) the occurrence of an Event of Nonappropriation; (b) the occurrence of any Event of Lease Default; (c)the occurrence of any event of damage, destruction, or condemnation, or construction, manufacturing ordesign defect or title defect; or (d) the violation by the Trust of any provision of the 2009 Lease.

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Maintenance of Leased Property. The County agrees that it will maintain, preserve and keep theLeased Property in good repair, working order and condition and will make or cause to be made allnecessary and proper repairs, including replacements, if necessary. Neither the Trust nor the Trustee hasany maintenance responsibility or any responsibility for making any additions, modifications orreplacements to the Leased Property.

Modification of the Leased Property; Installation of Furnishings and Machinery of theCounty. The County is permitted to make substitutions, additions, modifications and improvements tothe Leased Property, at its own cost and expense. These become the property of the Trust subject to the2009 Lease and the 2009 Indenture and are included under the terms of the 2009 Lease and the 2009Indenture. Such substitutions, additions, modifications and improvements may not damage the LeasedProperty or cause the Leased Property to be used for purposes other than lawful governmental orproprietary functions of the County (except to the extent of permitted subleasing). The Leased Property,as improved or altered, may not be of a value less than the value of the Leased Property immediately priorto such making of additions, modifications and improvements.

The County may also, in its sole discretion and at its own expense, install machinery, equipmentand other tangible property in or on any Leased Property. All such machinery, equipment and othertangible property remains the sole property of the County in which neither the Trust nor the Trustee hasany interests. However, title to any such machinery, equipment, and other tangible property whichbecomes permanently affixed to any Leased Property is required to be in the Trust, subject to the 2009Indenture, and is required to be included under the terms of the 2009 Lease and the 2009 Indenture, if theTrustee reasonably determines that such Leased Property would be damaged or impaired by the removalof such machinery, equipment or other tangible property.

Expansion of the Facility. The County may expand, improve and modify the Facility in anymanner it so determines without any prior approval of or responsibility or accountability to the Trust orthe Trustee, provided, however, that any such changes shall not reduce the value of the Facility.

Insurance. The County is required at its own expense to cause casualty and/or propertyinsurance to be carried and maintained with respect to the Leased Property in an amount equal to thelesser of (i) the estimated replacement cost of the Leased Property, or (ii) the total amount of theoutstanding and unpaid aggregate Base Rentals principal portion under the 2009 Lease. The County may,in its discretion, insure the Leased Property under blanket insurance policies which insure not only theLeased Property, but other property as well, as long as the blanket insurance policies comply with therequirements of the 2009 Lease. Each property insurance policy is to be written or endorsed so as toshow the Trust and the Trustee as loss payee.

The County is required, at its own expense, to cause commercial general liability insurance andpublic liability insurance, including blanket contractual liability or specific contractual liability insurancefor the 2009 Lease to be carried and maintained in connection with the use and possession of the LeasedProperty. Such coverage is to be in amounts not less than the limits of liability per occurrence set by theColorado Governmental Immunity Act, as amended, for claims to which the defense of sovereignimmunity applies. The public liability insurance required may be by blanket insurance policies.

The County, at its own expense, is to cause worker’s compensation insurance to be procured andmaintained covering the County’s employees working in or on the Leased Property. Such insurance, ifissued by a private carrier, is to contain a provision that such coverage may not be canceled without atleast forty-five (45) days’ (ten (10) days for nonpayment of premiums) prior written notice to the County,the Trust and the Trustee. The worker’s compensation insurance required by the 2009 Lease may be byblanket insurance policy or policies.

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Each property and liability insurance policy, other than worker’s compensation, is required tocontain a provision to the effect that the insurance company may not cancel the policy without at leastforty-five (45) days (ten (10) days for nonpayment of premiums) prior notice to the County and theTrustee. If the County receives such a notice, it is to immediately notify the Trustee.

Granting of Easements. As long as no Event of Nonappropriation or Event of Lease Default hashappened and is continuing, the Trustee, on behalf of the Trust, is to, upon the request of the County,(a) grant easements, permits, licenses, party wall and other agreements, rights-of-way (including thededication of public roads) and other rights or privileges in the nature of easements, permits, licenses,party wall and other agreements and rights-of-way with respect to any property or rights included in the2009 Lease, free from the 2009 Lease and any security interest or other encumbrance created thereunder;(b) release existing easements, permits, licenses, party wall and other agreements, rights-of-way, andother rights and privileges with respect to such property or rights, with or without consideration; and (c)execute and deliver any instrument necessary or appropriate to grant, enter into or release any sucheasement, permit, license, party wall or other agreement, right-of-way or other grant or privilege uponreceipt of: (i) a copy of the instrument of grant or release and (ii) a written application signed by anAuthorized Officer of the County requesting such grant, agreement or release and stating that such grant,agreement or release will not impair the effective use or interfere with the operation of the LeasedProperty.

Release of Portion of Site. So long as no Event of Default or Event of Nonappropriation hasoccurred and is continuing, the Trustee, on behalf of the Trust, at the sole expense of the County, willconvey to the County any portion of the Site (including Site improvements not constituting any building),free of all restrictions and encumbrances imposed or created by the 2009 Lease or the 2009 Indenture,upon receipt by the Trustee of the following:

(a) a written certificate of an Authorized Officer of the County (i) describing the portion ofthe Site requested to be conveyed; (ii) certifying the use to be made of the portion of theSite to be conveyed; and (iii) certifying that the conveyance of such portion of the Sitewill not materially adversely affect the ability of the County to occupy, use and maintainthe Leased Property for its intended purposes, or to fulfill its obligations under the 2009Lease in any future fiscal year;

(b) a form of general warranty deed to be executed by the Trustee, on behalf of the Trust,conveying such portion to the County;

(c) supplements and amendments to the 2009 Lease and the 2009 Indenture and any otherdocuments necessary to release such portion of the Site from the restrictions andencumbrances imposed or created by the 2009 Lease and the 2009 Indenture;

(d) a resolution of the Board of County Commissioners authorizing the transaction anddeclaring the County’s then present intention of renewing the 2009 Lease annuallythereafter;

(e) an Approval of Special Counsel; and

(f) the payment of cash to the Trustee in an amount equal to the then current appraised valueof the portion of the site conveyed to the County, together with the payment by theCounty of all the costs and expenses of the conveyance and the other matters set forth inthe 2009 Lease.

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Damage, Destruction and Condemnation. If, during the Lease Term, (a) the Leased Property isdestroyed (in whole or in part), or damaged by fire or other casualty; (b) title to, or the temporary orpermanent use of, the Leased Property is taken by eminent domain; (c) a breach of warranty or a materialdefect in the construction, manufacture or design of the Leased Property becomes apparent; or (d) title toor the use of the Leased Property is lost by reason of a defect in title thereto; the County is obligated tocontinue to pay the amounts budgeted and appropriated for Base Rentals and Additional Rentals,provided that an Event of Nonappropriation has not occurred.

The County and the Trustee, to the extent Net Proceeds are within their respective control, arerequired to cause the Net Proceeds to be deposited in a separate trust fund. All Net Proceeds so depositedare to be applied to the prompt repair, restoration, modification, improvement or replacement of theLeased Property by the County upon receipt of requisitions acceptable to the Trustee signed by anauthorized officer of the County.

The balance of any Net Proceeds remaining after such repair, restoration, modification,improvement or replacement has been completed are to be used by the County to (a) add to, modify oralter the Leased Property or (b) prepay Base Rentals or (c) accomplish a combination of (a) and (b). Anyrepair, restoration, modification, improvement or replacement paid for in whole or in part out of such NetProceeds is the property of the Trust, subject to the 2009 Lease and the 2009 Indenture and is to beincluded as part of the Leased Property under the 2009 Lease and the 2009 Indenture.

If the Net Proceeds (plus any amounts withheld from such Net Proceeds by reason of anydeductible clause) are insufficient to pay in full the cost of any repair, restoration, modification,improvement or replacement of the Leased Property, the County may elect to:

(a) complete the work or, with the written consent of the Trustee, replace suchLeased Property (or portion thereof) with similar property of a value equal to orin excess of such portion of the Leased Property and pay as Additional Rentals,to the extent amounts for Additional Rentals which have been specificallyappropriated by the County are available for payment of such cost, any cost inexcess of the amount of the Net Proceeds, in which case the County is notentitled to reimbursement from the Trust or the Trustee or to any diminution ofthe Base Rentals and Additional Rentals; or

(b) apply the Net Proceeds to the payment of the Purchase Option Price or anappropriate portion thereof. If the Net Proceeds are insufficient for this purpose,the County is required to pay the amount necessary to equal the portion of thePurchase Option Price attributable to the Leased Property for which Net Proceedshave been received; and if the Net Proceeds exceed the Purchase Option Price,the excess shall be used as directed in the 2009 Lease; or

(c) if the County does not timely budget and appropriate sufficient funds to proceedunder either (a) or (b) above, an Event of Nonappropriation is deemed to haveoccurred and, subject to the County’s right to cure, the Trustee may pursueremedies available to it following an Event of Nonappropriation.

Purchase Option. The County has the option on any date to purchase the Leased Property, butonly if it is not then in default under the 2009 Lease. The County is required to give the Trustee notice ofits intention to exercise its option not less than thirty (30) days in advance of the date of exercise and todeposit the required moneys with the Trustee on or before the selected purchase option date. The Countymay exercise its option to purchase the Leased Property by paying to the Trustee (a) the applicablePurchase Option Price plus all fees and expenses then owed to the Trust or the Trustee or (b) all BaseRentals for the entire maximum Lease Term and all then current Additional Rentals required to be paid

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under the 2009 Lease. If the County exercises its option to purchase the Leased Property, the amountsthen on hand in the Base Rentals Fund and the Base Rentals Reserve Fund are required to be appliedtoward the payment of the applicable Purchase Option Price to be paid by the County. If the County hasgiven notice to the Trustee of its intention to purchase the Leased Property or prepay Base Rentals, buthas not deposited the amounts with the Trustee on or before the date specified in such notice, the Countyis required to continue to pay Base Rentals as if no such notice had been given.

Assignment by the Trust; Replacement of the Trust. The 2009 Lease may not be assigned bythe Trust for any reason other than to a successor by operation of law or to a successor trustee under the2009 Indenture or with the prior written consent of the County. In the absence of an Event of LeaseDefault or an Event of Nonappropriation, upon the occurrence of any other event which in the judgmentof the County (a) materially impairs the ability of the Trust to serve as lessor under the 2009 Lease or (b)causes the relationship of the County, as lessee under the 2009 Lease and the Trust as lessor under the2009 Lease to be irreconcilable, the Trustee, with the prior written direction of the County, is to do allthings necessary to replace the Trust with such other entity as it deems appropriate with Approval ofSpecial Counsel. Upon the occurrence of any such event and related written notice thereof from theCounty, the Trustee, on behalf of the Trust, is to cooperate with the County in conveying title to theLeased Property and any and all other right, title and interest of the Trust in, to and under the 2009 Leaseand the 2009 Indenture to such successor entity as the County may designate. In the event the Trustee, onbehalf of the Trust, refuses to cooperate as provided under the 2009 Lease, the County is authorized to filean appropriate action in a court of competent jurisdiction to enforce specific performance of thisprovision.

Assignment and Subleasing by the County. The 2009 Lease may not be assigned by the Countyother than to a successor by operation of law. However, the Leased Property may be subleased, as awhole or in part, by the County, without the necessity of obtaining the consent of the Trust or the Trustee,or any Owner of such Certificates of Participation; subject to each of the following conditions: (a) theLeased Property may be subleased, in whole or in part, only to an agency, department or politicalsubdivision of the County or the State, or to another entity with Approval of Special Counsel; (b) the2009 Lease and the obligations of the County thereunder, at all times during the Lease Term, remainobligations of the County and the County maintains its direct relationships with the Trust and the Trustee,notwithstanding any sublease; and (c) the County furnishes to the Trustee a copy of any subleaseagreement.

Events of Lease Default. Any one of the following is an “Event of Lease Default” under the2009 Lease:

(a) failure by the County to pay any Base Rentals or Additional Rentals, which have beenspecifically appropriated by the County for such purpose, during the Initial Term or anyRenewal Term, within five Business Days of the date on which they are due; or

(b) subject to the holdover tenant provisions of the 2009 Lease, failure by the County tovacate or surrender possession of the Leased Property by April 1 of any Renewal Term inrespect of which an Event of Nonappropriation has occurred; or

(c) failure by the County to observe and perform any covenant, condition or agreement on itspart to be observed or performed under the 2009 Lease, other than as referred to in (a) or(b), for a period of forty-five (45) days after written notice, specifying such failure andrequesting that it be remedied is received by the County from the Trustee, unless theTrustee agrees in writing to an extension of such time prior to its expiration; however, ifthe failure stated in the notice cannot be corrected within the applicable period, theTrustee will not withhold its consent to an extension of such time if, in the Trustee’s

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reasonable judgment, corrective action can be instituted by the County within theapplicable period and diligently pursued until the default is corrected.

The foregoing provisions of the 2009 Lease are subject to the following limitations: (a) theCounty is obligated to pay the Base Rentals and Additional Rentals, which have been specificallyappropriated by the County for such purpose, only during the Lease Term, except as otherwise expresslyprovided in the 2009 Lease; and (b) if, by reason of Force Majeure, the County or the Trust are unable inwhole or in part to carry out any agreement on its part contained in the 2009 Lease other than theCounty’s agreement to pay the Base Rentals and Additional Rentals due, the County or the Trust will notbe deemed in default during the continuance of such inability. The County and the Trust each agree,however, to remedy, as promptly as legally and reasonably possible, the causes preventing the County orthe Trust, as the case may be, from carrying out their respective agreements; provided that the settlementof strikes, lockouts and other industrial disturbances are entirely within the discretion of the County.

Remedies on Default. Whenever any Event of Lease Default has happened and is continuingbeyond any applicable cure period, the Trustee, on behalf of the Trust, may, without any further demandor notice, take one or any combination of the following remedial steps:

(a) subject to the holdover tenant provisions of the 2009 Lease, terminate the Lease Termand give notice to the County to vacate and surrender possession of the Leased Propertywithin 60 days from the date of such notice;

(b) sell, repossess or liquidate the Leased Property or any part thereof in any lawful manner;

(c) lease or sublease the Leased Property or sell or assign any interest the Trust has in theLeased Property;

(d) recover from the County: (1) the portion of Base Rentals and Additional Rentals whichhave been specifically appropriated by the County for such purpose, which wouldotherwise have been payable under the 2009 Lease, during any period in which theCounty continues to occupy, use or possess the Leased Property; and (2) Base Rentalsand Additional Rentals which have been specifically appropriated by the County for suchpurpose, which would otherwise have been payable by the County under the 2009 Leaseduring the remainder, after the County vacates and surrenders possession of the LeasedProperty, of the Fiscal Year in which such Event of Lease Default occurs; and

(e) take whatever action at law or in equity may appear necessary or desirable to enforce itsrights in and to the Leased Property under the 2009 Lease and the 2009 Indenture.

Limitations on Remedies; No Remedy Exclusive. A judgment requiring a payment of moneymay be entered against the County by reason of an Event of Lease Default only as to the County’sliabilities for Base Rentals and Additional Rentals previously appropriated for or attributable to theCounty’s holding over. A judgment requiring a payment of money may be entered against the County byreason of an Event of Nonappropriation only to the extent that the County fails to vacate and surrenderpossession of the Leased Property as required by the 2009 Lease, and only for Base Rentals andAdditional Rentals for the period of such failure.

No remedy conferred upon or reserved to the Trustee on behalf of the Trust is exclusive andevery remedy is cumulative and in addition to every other remedy given under the 2009 Lease or existingat law or in equity. No delay or omission to exercise any right or power accruing upon any defaultimpairs any such right or power or is to be construed to be a waiver thereof, but any such right and powermay be exercised from time to time and as often as may be deemed expedient.

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The 2009 Indenture

Nature of Series 2009 Certificates. The Series 2009 Certificates constitute proportionate interestin the Trust’s right to receive the Base Rentals under the 2009 Lease and other revenues.

Base Rentals Fund; Base Rentals Reserve Fund. The 2009 Indenture provides for theestablishment of a Base Rentals Fund, a Base Rentals Reserve Fund, a Rebate Fund and a Costs ofExecution and Delivery Fund. Any income from the investment of these funds is to be applied by theTrustee as provided in the 2009 Indenture.

The Trustee is to make moneys in the Base Rentals Fund available to the Paying Agent to pay theinterest on the Series 2009 Certificates becoming due on each Interest Payment Date and to pay theprincipal or redemption price of the Series 2009 Certificates at maturity or upon prior redemption.

If the amounts on deposit in the Base Rentals Fund are insufficient for payments coming due onthe Series 2009 Certificates on the next Interest Payment Date, prior to such Interest Payment Date theTrustee is to transfer from the Base Rentals Reserve Fund an amount sufficient, together with amounts inthe Base Rentals Fund, to pay the principal, whether at maturity or upon prior redemption, and interestdue on the Series 2009 Certificates on the next Interest Payment Date. Moneys in the Base RentalsReserve Fund may also be used by the Trustee to preserve or protect the Leased Property or the interest ofthe Trustee or owners therein, or to make necessary repairs or modifications in preparation for the sale ofthe Leased Property.

Additional Certificates. So long as no Event of Indenture Default, Event of Nonappropriation orEvent of Lease Default has occurred and is continuing and the Lease Term is in effect, one or more seriesof Additional Certificates may be executed and delivered upon the terms and conditions set forth in the2009 Indenture.

Additional Certificates may be executed and delivered without the consent of or notice to theOwners of Outstanding Certificates to provide moneys to pay: (a) the costs of completing the Project; or(b) the costs of making, at any time or from time to time, such substitutions, additions, modifications,expansions and improvements for or to the Facility; or (c) the costs of making any improvements on theSite, including, without limitation, any improvements in the nature of an expansion to the Facility for useas a detention facility; or (d) the costs of designing, constructing, equipping and financing any project orimprovement unrelated to the Facility as determined by the County; or (e) for the purpose of refunding orrefinancing all or any portion of Outstanding Certificates. In such case, the Costs of Execution andDelivery of the Additional Certificates, and other costs reasonably related to the purposes for whichAdditional Certificates are being executed and delivered may be included.

Additional Certificates may be executed and delivered only upon there being furnished to theTrustee: (a) originally executed counterparts of a supplemental Indenture and related necessaryamendments to the 2009 Lease (including any necessary amendment to the Base Rentals Schedule and thedescription of the Leased Property to incorporate any changes to the description of the Facility and to addany other property or facilities as determined by the County); and (b) a commitment or other evidencethat the amount of the title insurance policy delivered in respect of the 2009 Certificates will be increasedif necessary, to reflect the amount of the Additional Certificates and all other Outstanding Certificates asshall be the maximum insurable value of the real property included in the Leased Property; and (c) awritten opinion of Special Counsel, acceptable to the Trustee, relating to the continued excludability ofinterest from gross income for federal income tax purposes on Outstanding Certificates and other matters;(d) proceeds of such Additional Certificates for deposit into the Base Rentals Reserve Fund or a suretybond or insurance policy in lieu of or in substitution for such deposit, in an amount, if any, necessary toincrease the amount on deposit in the Base Rentals Reserve Fund to the then applicable Base RentalsReserve Requirement in respect of the Series 2009 Certificates then Outstanding and Additional

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Certificates; and (e) written directions from the County or underwriter or placement agent with respect ofthe Additional Certificates, together with written acknowledgment of the County, to the Trustee todeliver the Additional Certificates to the purchaser or purchasers therein identified upon payment to theTrustee of a specified purchase price.

Each Additional Certificate executed and delivered pursuant to the 2009 Indenture is to evidencea proportionate interest in the assignment of the rights to receive the Revenues under the 2009 Indentureand shall be ratably secured with all Outstanding Certificates and in respect of all Revenues except for thePolicy shall be ranked pari passu with such Outstanding Certificates and with Additional Certificates thatmay be executed and delivered in the future, if any.

Application of Revenues and Other Moneys. All Base Rentals payable under the 2009 Leaseand other Revenues shall be paid directly to the Trustee. If the Trustee receives any other payments onaccount of the 2009 Lease, the Trustee shall immediately deposit the same as provided below.

The Trustee shall deposit all Revenues and any other payments received in respect of the 2009Lease, immediately upon receipt thereof, to the Base Rentals Fund in an amount required to cause theaggregate amount on deposit there in to equal the amount then required to make the principal and interestpayments due on the Series 2009 Certificates on the next interest payment date. In the event that theTrustee receives prepayments under the 2009 Lease, the Trustee shall apply such prepayments to theoptional redemption of the Series 2009 Certificates or portions thereof in accordance with the 2009Indenture. All income earned from the investment of moneys in the Base Rentals Fund shall be retainedtherein, and all such income shall be reinvested until transferred as provided in the 2009 Indenture.

Events of Indenture Default. Each of the following events is an Event of Indenture Default:

(a) the occurrence of an Event of Nonappropriation; or

(b) the occurrence of an Event of Lease Default.

Upon the occurrence of any Event of Indenture Default, the Trustee is to give notice thereof to theOwners of the Series 2009 Certificates. The Trustee shall waive, and may waive, an Event ofNonappropriation as described under “The 2009 Lease - Nonappropriation” above.

Remedies. If any Event of Indenture Default occurs and is continuing, the Trustee may enforcefor the benefit of the Certificate Owners each and every right of the Trust as the owner of the LeasedProperty and as the lessor under the 2009 Lease. In exercising such rights, the Trustee is to take suchaction as, in its judgment, would best serve the interests of the Owners of the Series 2009 Certificates,including calling the Series 2009 Certificates for redemption prior to their maturity and exercising theLease Remedies provided in the 2009 Lease.

If any Event of Indenture Default has occurred and is continuing, the Trustee in its discretionmay, and upon the written request of the Owners of a majority in aggregate principal amount of allOutstanding Certificates and receipt of indemnity to its satisfaction, is required to, in the name of theTrust: (a) by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of theOwners of the Series 2009 Certificates, including enforcing any rights under the 2009 Lease and toenforce the provisions of the 2009 Indenture and any collateral rights thereunder for the benefit of theOwners of the Series 2009 Certificates; or (b) by action or suit in equity enjoin any acts or things whichmay be unlawful or in violation of the rights of the Owners of the Series 2009 Certificates.

The Owners of a majority in aggregate principal amount of the Series 2009 Certificates have theright, after furnishing indemnity satisfactory to the Trustee, to direct the method and place of conductingall remedial proceedings by the Trustee, provided that such direction does not conflict with any rule or

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law or with the 2009 Indenture or unduly prejudice the rights of minority Owners of Series 2009Certificates.

No Owner of Series 2009 Certificates has any right to pursue any remedy unless: (a) the Trusteehas been given written notice of an Event of Indenture Default; (b) the Owners of at least a majority inaggregate principal amount of all outstanding Series 2009 Certificates have requested the Trustee, inwriting, to exercise the powers granted to the Trustee or pursue such remedy in its or their name ornames; (c) the Trustee has been offered indemnity satisfactory to it against fees, costs, expenses andliabilities; and (d) the Trustee has failed to comply with such request within a reasonable time.

Application of Moneys in Event of Indenture Default. Any moneys received by the Trustee as aresult of action taken to remedy an Event of Indenture Default are to be applied in the following order tothe payment of: (a) the costs of the Trustee, including but not limited to, counsel fees, and disbursementsof the Trustee with interest thereon at the prime rate then in effect with the Trustee, and to the payment ofits reasonable compensation; (b) costs and expenses of the Trust, including but not limited to, counselfees, incurred in connection with the Event of Indenture Default; (c) interest then owing on the Series2009 Certificates, and in case such moneys are insufficient to pay the same in full, then to interest ratably,without preference or priority of one over another or of any installment of interest over any otherinstallment of interest; and (d) principal or redemption price (as the case may be) then owing on the Series2009 Certificates, and in case such moneys are insufficient to pay the same in full, then to principal orredemption price ratably, without preference or priority of one Certificate over another.

Duties of the Trustee. The Trustee is required to give prompt notice to the Owners of theCertificates of any Event of Lease Default or Event of Nonappropriation of which the Trustee has orreceives actual knowledge. Upon the occurrence of any Event of Lease Default or Event ofNonappropriation under the 2009 Lease, the Trustee may take such action as the Trustee deems necessaryto enforce the provisions of the 2009 Lease. The Trustee is not required to take any remedial action, otherthan the giving of notice, except in accordance with the written directions of the Owners of a majority inprincipal amount of the Series 2009 Certificates then Outstanding and unless reasonable indemnity isfurnished for any expense or liability to be incurred. Upon receipt of written direction and indemnity, andafter making such investigation, if any, as it deems appropriate, the Trustee is required to promptly pursueany of the Lease Remedies (not contrary to any such direction) as it deems appropriate for the protectionof the Owners of the Series 2009 Certificates.

The Trustee is required, within 30 days after it receives notice thereof, to give written notice byfirst class mail to the Owners of the Series 2009 Certificates (with a copy to the County) of all Events ofIndenture Default known to the Trustee, unless such defaults have been remedied. The Trustee is notdeemed to have notice of any Event of Indenture Default unless it has actual knowledge thereof or hasbeen notified in writing of such Event of Indenture Default by the Owners of at least 25% in principalamount of the Outstanding Certificates.

If any Event of Default has occurred and is continuing, of which the Trustee has actualknowledge or notice, the Trustee is required to exercise such of the rights and remedies vested in it by the2009 Indenture and is to use the same degree of care in their exercise as a prudent man would exercise oruse in the circumstances in the conduct of his own affairs provided, that if in the opinion of the Trusteesuch action may tend to involve expense or liability, it is not obligated to take such action unless it isfurnished with indemnity satisfactory to it.

Resignation or Removal of Trustee. The Trustee may resign and be discharged of the trustscreated by the 2009 Indenture by written resignation filed with the County not less than 60 days beforethe date when it is to take effect. Notice of such resignation is required to be mailed to each Owner ofeach Outstanding Certificate by registered or certified mail. Such resignation takes effect only upon theappointment of a successor trustee.

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The Trustee may be removed at any time after payment of all outstanding fees and expenses ofthe Trustee being so removed, by an instrument appointing a successor to the Trustee, executed by theOwners of a majority in principal amount of the Series 2009 Certificates then Outstanding filed with theTrustee and the County.

The Trustee. The 2009 Indenture includes extensive exculpatory provisions and limitations, in aform customary for similar trust instruments, which are intended generally to limit the liability of theTrustee to the grossly negligent or reckless act or omission of the Trustee.

Supplemental Indentures. The Trustee may, with the written consent of the County, but withoutthe consent of, or notice to, the Owners, enter into such indentures or agreements supplemental to the2009 Indenture for any one or more or all of the following purposes: (a) to grant additional powers orrights to the Trustee; (b) to make any amendments necessary or desirable to obtain or maintain a ratingfrom any rating agency rating the Series 2009 Certificates; (c) to authorize the execution and delivery ofAdditional Certificates pursuant to the terms of the 2009 Indenture; (d) to preserve or protect theexcludability from gross income for federal income tax purposes of interest evidenced and represented bythe Series 2009 Certificates or any Additional Certificates; or (e) for any purpose not inconsistent with theterms of the 2009 Indenture or to cure any ambiguity or to correct or supplement any provision containedtherein which may be defective or inconsistent with any other provision contained in the 2009 Indenture,or to make such other provisions in regard to matters arising under the 2009 Indenture which are notinconsistent with the provisions of the 2009 Indenture and which do not adversely affect the interests ofthe Owners of the Series 2009 Certificates.

In addition to the Supplemental Indentures above, the 2009 Indenture may be amended by asupplemental indenture; provided however that the 2009 Indenture may not be amended to modify (1) theprincipal or interest payable upon any Outstanding Certificates, (2) the Interest Payment Dates, the datesof maturity or the redemption provisions of any Outstanding Certificates, (3) provisions of the 2009Indenture whereby the 2009 Indenture or the 2009 Lease may be supplemented or amended, or (4) anyrelease of a portion of the Site from the restrictions and encumbrances created by the 2009 Lease or the2009 Indenture.

Amendment of 2009 Lease. The Trustee and the County have the right to amend the 2009 Leasewithout Certificate Owners’ consent, for one or more of the following purposes: (a) to add additionalcovenants of the Trust or the County or to grant additional powers or rights to the Trustee; (b) to makeany amendments necessary or desirable to obtain or maintain a rating from any rating agency of the Series2009 Certificates; (c) to more precisely identify the Leased Property (including the Site), including anysubstitutions, additions, expansions, improvements or modifications to the Leased Property authorizedunder the 2009 Lease; (d) to make additions to Leased Property, amend the schedule of Base Rentals andmake all other amendments necessary for the execution and delivery of Additional Certificates inaccordance with the 2009 Indenture; (e) to make any additions to the Leased Property for any purpose asdetermined solely by the County so long as any such additions do not reduce the value of the Facility; (f)to preserve or protect the excludability from gross income for federal income tax purposes of interestportion of the Base Rentals and, in turn, interest evidenced and represented by the Series 2009 Certificatesand Additional Certificates; or (g) for any purpose not inconsistent with the terms of the 2009 Indentureor to cure any ambiguity or to correct or supplement any provision contained in the 2009 Indenture whichmay be defective or inconsistent with any other provision contained therein or in the 2009 Lease, or tomake such other provisions in regard to matters arising under the 2009 Lease which are not inconsistentwith the existing provisions thereof and which do not adversely affect the interests of the Owners of theSeries 2009 Certificates.

Defeasance. When principal or redemption price (as the case may be) of, and interest on, all ofthe Series 2009 Certificates have been paid or provision has been made for payment of the same, togetherwith the compensation of the Trustee and all other sums payable relating to the Series 2009 Certificates,

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the right, title and interest of the Trustee and the Trust in the Trust Estate ceases and the Trustee, ondirection of the County, is to (1) release the 2009 Indenture and the 2009 Lease, (2) execute documents toevidence such releases, (3) if the County has satisfied all of its obligations under the 2009 Lease, if any,convey the Leased Property to the County as provided in the 2009 Lease, (4) turn over to the County allbalances then held by the Trustee in the Funds or Accounts except for amounts held in the Rebate Fundand (5) the Trust will be terminated, subject to the survival of any rights of the Trustee to be heldharmless, or to insurance proceeds or other amounts due. If payment or provision therefor is made withrespect to less than all of the Series 2009 Certificates, the particular Series 2009 Certificates for whichprovision for payment is to be considered made are to be selected by the Trustee in accordance with the2009 Indenture.

Provision for the payment of the Series 2009 Certificates is deemed to have been made when theTrustee holds in the Base Rentals Fund (1) cash (insured at all times by the Federal Deposit InsuranceCorporation or otherwise collateralized with Federal Securities) in an amount sufficient to make allpayments with respect to the Series 2009 Certificates, or (2) Federal Securities maturing on or before thedate or dates when the payments with respect to the Series 2009 Certificates become due, the principalamount of which and the interest thereon, when due, is or will be, in the aggregate, sufficient withoutreinvestment to make all such payments, or (3) any combination of such cash and such Federal Securitiesthe amounts of which and interest thereon, when due, are or will be, in the aggregate, sufficient withoutreinvestment to make all such payments.

Unclaimed Money to be Returned. Any moneys deposited with the Trustee pursuant to the termsof the 2009 Indenture to be used for the payment of principal of, premium, if any, or interest on any of theCertificates and remaining unclaimed by the Owners of such Certificates for a period of six years after thefinal due date of any Certificate, whether the final date of maturity or the final redemption date, is to,upon the written request of the County, and if the County is not at the time, to the knowledge of theTrustee, in default with respect to any of the terms and conditions contained in the 2009 Indenture, in theCertificates or under the 2009 Lease, be paid to the County and such Owners may thereafter look only tothe County for payment and then only (a) to the extent of the amounts so received by the County from theTrustee without interest thereon, (b) subject to the defense of any applicable statute of limitations and(c) subject to the County’s Appropriation of such payment. After payment by the Trustee of all of theforegoing, if any moneys are then remaining under the 2009 Indenture, the Trustee is to pay such moneysto the County as an overpayment of Base Rentals.

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APPENDIX CTHE COUNTY

Generally

The County is a political subdivision organized under the statutes of the State of Colorado (the“State”). It encompasses approximately 1182 square miles located in the northern Denver metropolitanarea. According to the 2000 United States census, the County’s population was 363,857. The ColoradoDivision of Local Government forecasts the population of the County to be 433,267 in 2008. The Countyincludes within its boundaries the incorporated municipalities of Bennett, Brighton (the County seat),Commerce City, Federal Heights, Northglenn, and Thornton, as well as portions of the cities of Arvada,Aurora, Lochbuie and Westminster.

Set forth below are maps of the Denver metropolitan area and the County.

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County Powers

The County is a body corporate and political subdivision of the State for general governmentpurposes. The rights, powers, privileges, authority, functions and duties of the County are established bythe constitution and laws of the State, particularly Title 30, Article 11, C.R.S., which provides the Countywith various powers including, but not limited to, the power to sue and be sued, to purchase and hold realand personal property for use by the County, and to acquire lands sold for taxes; to sell, convey, orexchange real or personal property owned by the County; to lease any real or personal property, either aslessor or lessee; to make contracts; to enter into lease purchase agreements to provide for financing ofbuildings or equipment used or to be used for governmental purposes; and to exercise such other andfurther powers as may be conferred by law. Significant obligations imposed on the County by the laws ofthe State include, but are not limited to, provisions for a suitable courthouse, sufficient jail and othernecessary county buildings, and to keep such facilities in good repair, as well as to provide certain socialservices.

Governing Board

The County is governed by a three-member Board of County Commissioners (the “Board”),which exercises the powers granted to the County by statute. The County is divided into three districts ofrelatively equal population as required by statute. Commissioners are elected from each district by thevoters of the entire County to serve staggered four-year terms. By statute, the Board is required to hold atleast two meetings in each week of the year, except during the months of July and August when only twomeetings each month are required. Currently the Board holds its regular meetings/public hearings onMondays and Wednesdays of each week except July through August, when they generally meet once perweek.

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The present Commissioners and their current terms of office are as follows:

Name Office Term Expires

W.R. “Skip” Fischer Commissioner, District 1 January 2013

Alice J. Nichol Commissioner, District 2 January 2013

Larry W. Pace Commissioner, District 3 January 2011

The Board acts by resolution, and in accordance with §30-11-107, C.R.S., has among its powersthe following: to make such orders concerning property belonging to the County as it deems expedient; toexamine and settle all accounts of receipts and expenses of the County; to build and keep in repair Countybuildings and to cause the same to be insured; to apportion and order the levying of taxes as provided bylaw; to enter into loans to erect necessary public buildings and to make public roads or bridges; torepresent the County and have the care of County property and the management of the business andconcerns of the County in all cases where no other provisions are made by law; and to adopt the annualbudget for the operation of County government.

Administration and Management

While the Board exercises the legislative power of the County, other County officials oversee thedaily operations of the County. The County Attorney and other County officials listed below areappointed by the Board. The County Treasurer, the County Assessor, the County Clerk and Recorder, theCounty Coroner, the County Surveyor and the County Sheriff are separately elected by the voters. TheDistrict Attorney serves the 17th Judicial District, which includes Adams County and the City and Countyof Broomfield and is elected by the voters in both counties. The principal officials of the County who areresponsible to oversee and advise the Board on matters relating to the daily operations of the County andcare of County property are the County Administrator, Director of Finance and County Attorney.

County Administrator. James D. Robinson has served as the County Administrator since July25, 2006. Mr. Robinson has been employed with the County for approximately 18 years, first from 1987to 1992, and again from 1996 to the present. He is responsible for implementing Board policy and the dayto day operations of County government, including oversight of a $421 million budget and approximately1,798 employees. Mr. Robinson received a Bachelor of Arts degree in Political Science from theColorado State University in 1971 and a Juris Doctorate Degree from the University of Colorado atBoulder in 1974. Prior to his appointment as County Administrator, Mr. Robinson was the County’sAttorney for approximately 6 years.

Director of Finance. Richard C. Lemke has served as the Director of Finance since January1997. He is responsible for the preparation of the County’s annual audit and financial statements andannual budget, as well as the County’s information systems, accounting, purchasing, telecommunicationsand debt management functions. Mr. Lemke has a Bachelor of Science degree in BusinessAdministration and Accounting from the University of Colorado, Denver. He has been employed withthe County since December 1984.

County Attorney. Hal B. Warren has served as the Adams County Attorney since July 25, 2006.He is responsible for providing legal advice to the Board of County Commissioners, elected officials,department directors and such other entities as may be authorized by the Board. Mr. Warren received hisBachelor of Arts degree from Golden Gate University in 1979 and in 1983 received his Juris Doctoratedegree from the University of Pacific, McGeorge School of Law. From 1983 to 1999, Mr. Warren was inprivate practice in Denver and Evergreen. He has been employed with the Adams County Attorney’sOffice since 1999 when he was appointed Deputy County Attorney.

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Employees, Benefits and Labor Relations

The County currently has approximately 1,800 full and part time employees. Total compensationfor full-time employees includes a benefits package of vacation pay, which accrues monthly based onyears of service; sick leave, which accrues on a monthly basis; and health, dental, vision, short and long-term disability and life insurance. The County does not recognize or collectively bargain with anyemployee unions or associations.

The County’s employees are covered under the Adams County Retirement Plan, a multi-employer plan that also includes employees from the Rangeview Library District. The plan is a definedbenefit plan. Covered employees include; an elected or appointed County official or deputy, or staff ofsuch person, an employee of the Employer which is in a position budgeted for at least 30 hours eachweek, or an employee of the Retirement Board who meets these requirements. The County, RangeviewLibrary District and each of their employees currently contribute 7.25% of the employees’ salary to theplan. This contribution percentage is expected to increase by 0.25% every year until 2011 when the ratewill be 8%. Employees vest after five years of service. Amounts payable upon leaving employmentdepend on completed years of continuous service and the date of hire in employment. Employees mayreceive up to 200% of their contribution accumulation plus interest. In 2007, the County’s contributionto the plan was $5,595,388 on a covered payroll of $79,934,114.

Insurance Coverage

The Board acts to protect the County against loss and liability by maintaining certain insurancecoverages. Pursuant to the Colorado Governmental Immunity Act (the “Immunity Act”), a politicalsubdivision of the State, such as the County, is liable for its acts and those of its agents only to the extentand subject to the conditions provided therein.

Briefly, the Immunity Act provides that the County is immune from tort liabilityconcerning the actions of its officers and employees in the normal course of business, except forspecified actions for damages for injuries resulting from: the operation of a motor vehicle; a dangerouscondition of any public building owned or operated by the County; a dangerous condition whichinterferes with the movement of traffic on any public highway, road, street, or sidewalk; for which theCounty is responsible.

The Immunity Act provides a statutory limitation on judgments of $150,000 for any injury to oneperson in any single occurrence, or $600,000 for an injury to two or more persons in any singleoccurrence. The Colorado Supreme Court has upheld the constitutionality of these limits ongovernmental liability. For injuries occurring prior to July 1, 1986, sovereign immunity limits aredeemed to be waived to the extent that the County’s insurance covers such injury. With regard to injuriesoccurring on or after such date, the County may, by resolution, increase any maximum amount that maybe recovered from the County for the type of injury described in the resolution. However, the County hasnot adopted a resolution to increase such maximum amounts at this time. The County may not be heldliable, either directly or indirectly or by indemnification, for punitive or exemplary damages.

The insurance activities of the County are accounted for in an Internal Service Fund. Theinsurance programs consist of, a dental plan, a PPO and HMO health plan, unemployment claims plan,workers’ compensation plan and the property and general liability programs. These plans are all self-funded with excess insurance coverage.

The County’s liability for unemployment benefits is determined by the State of ColoradoDepartment of Labor and Employment. All claims for benefits are paid on a reimbursement basis.

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Workers’ compensation claims are administered for the County through an intergovernmentalagreement for shared services with the Jefferson County School District R-1, a third party administrator(“TPA”). The program is supported through premiums charged to the County’s departments. Coverageis provided through a combination of self-insurance and excess insurance coverage. The County’smaximum liability for worker’s compensation claims under the self-insurance plan is $500,000 per claim.

The property and general liability claims are also administered for the County through anIntergovernmental Agreement (“IGA”) with Jefferson County School District R-1 as the third-partyadministrator. The property and general liability programs are provided through a combination of self-insurance (deductibles) and insurance. The County assumes the first $250,000 per occurrence for anycovered liability claims, and $50,000 for property claims. Property insurance coverage is provided undera blanket policy with an aggregate amount of $110,000,000. Liability and public errors and omissionsinsurance is provided under a policy with a $2,000,000 per occurrence limit and a $6,000,000 aggregatelimit.

FINANCIAL INFORMATION CONCERNING THE COUNTY

Constitutional Revenue and Spending Limitations

On November 3, 1992, the voters of the State approved an amendment to the State Constitutionknown as the “Taxpayer’s Bill of Rights” (“TABOR”), which limits the powers of public entities toborrow, tax and spend. TABOR requires voter approval prior to the creation by the County of anymultiple fiscal year debt or other financial obligation, subject to certain exceptions including refinancingat a lower interest rate.

TABOR limits the total amount of property taxes that may be levied, collected and retained bythe County for all purposes to the total amount of such property taxes collected in the preceding year,adjusted for inflation and local growth, unless a “revenue change” is approved by the voters. TABORalso requires voter approval in advance for any property tax mill levy above that of the prior year. Thevoter approval also permits the County to increase its property tax revenue up to the amount of any debtservice funded by such revenue. Revenues other than property tax revenues are limited only as a functionof the spending limitation described below.

TABOR also limits the total amount of expenditures and reserve increases (excluding changes indebt service payments) that may be made by the County for all purposes to the total amount thereof madein the preceding year, adjusted for inflation and local growth, unless the voters approve a “revenuechange.” Under TABOR, the creation of bonded debt increases and retiring or refinancing bonded debtlowers fiscal year spending. If revenues collected by the County in excess of the spending limit arerequired to be refunded, the revenues must be refunded during the next calendar year. TABOR contains aprovision that voters may approve an entity to retain excess revenues.

In November 2002, the County voters approved a ballot issue that exempted the County from therevenue and spending limitations of TABOR beginning in fiscal year 2003.

Anticipated Source of Lease Payments

Base Rentals under the 2009 Lease are payable from annual appropriations by the County. TheCounty receives revenues from a wide range of taxes and fees, including a 0.5% sales tax, an extension ofwhich was approved by voters in 2006 in order to fund certain specified facilities, including the Project,which is being funded from proceeds from the sale of the Leased Property. In particular, in anelection held on November 7, 2006, voters approved an extension of the County’s 0.5% sales tax fromJanuary 1, 2009 through December 31, 2028. Relevant language from the ballot which describes thepurpose and uses of the sales tax is set forth below:

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“…FOR THE CONTINUED PURPOSE OF IMPROVEMENTS TO OR THEBUILDING OF ROAD AND BRIDGE PROJECTS AND THE ADDITIONALPURPOSE OF CONSTRUCTING, ACQUIRING, EQUIPPING, OPERATING,MAINTAINING, AND EXPANDING THE ADAMS COUNTY JUSTICE CENTER, APRE-TRIAL HOLDING FACILITY AND A CENTRALIZED GOVERNMENTCENTER, WITH SUCH TAX TO BE IMPOSED, COLLECTED, ADMINISTEREDAND ENFORCED AS PROVIDED IN RESOLUTION 06-01, AND WITH FORTY (40)PERCENT OF THE REVENUES FROM SUCH TAX TO BE SHARED AMONG THECOUNTY AND THE INCORPORATED CITIES AND TOWNS IN THE COUNTYFOR IMPROVEMENTS TO OR THE BUILDING OF ROAD AND BRIDGEPROJECTS AND SIXTY (60) PERCENT OF THE REVENUES FROM SUCH TAXTO BE USED FOR THE ADAMS COUNTY JUSTICE CENTER, A PRE-TRIALHOLDING FACILITY AND A CENTRALIZED GOVERNMENT CENTER….”

Beginning in 2009, these sales tax revenues are to be allocated by the County 60% to capitalprojects and 40% to transportation projects. The sales tax revenues allocated to capital projects will bedeposited into the County’s Capital Projects Fund. The County shall receive all of the sales tax revenuesallocated to capital projects with no obligation to share such revenues with cities or towns in the County.Although the County generally expects to use monies in the Capital Projects Fund to make all paymentsrequired under the 2009 Lease, the General Fund and other County funds are available to make suchpayments. Payments required under the Lease Purchase Agreement dated as of June 1, 2008 between theCounty and the Adams County Facilities Leasing Trust 2008 are also payable from the same sources.

The following table sets forth certain information with respect to the County’s 0.5% sales taxsince 1998. The figures that appear under “County Payout Adjusted for 2006 Election” represent theamounts that would have been paid into the County’s Capital Projects Fund if sales tax revenues had beenallocated in accordance with the November 7, 2006 election.

Adams County 0.5% Sales Tax History

Year0.5%

Sales Tax

Growth OverPreviousPeriod

% Increase OverPrevious Period

Actual Payoutto County

County PayoutAdjusted for

2006 Election1

20082 $15,293,485 $ 421,162 2.83% $3,281,902 $ 9,176,0912007 20,116,282 714,245 3.68% 4,268,041 12,069,7692006 19,402,037 750,841 4.03% 4,423,869 11,641,2222005 18,651,196 1,591,110 9.33% 4,432,520 11,1907172004 17,060,086 753,897 4.62% 4,357,719 10,236,0512003 16,306,189 316,200 1.98% 4,065,162 9,783,7132002 15,989,989 (984,258) -5.80% 3,988,018 9,593,9932001 16,974,247 1,283,167 8.18% 10,184,5482000 15,691,080 1,948,783 14.18% 9,414,6481999 13,742,297 1,436,214 11.67% 8,245,3781998 12,306,083 7,383,649

__________________________________________________________

1 Represents amounts that would have been paid into County’s Capital Projects Fund if sales tax revenues had been allocated inaccordance with the November 7, 2006 election.

2 Information is presented for the nine months ended September 30, 2008 as compared to the nine months ended September 30,2007.

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The following table sets forth the estimated schedule of (i) Base Rentals to become due andpayable under the 2009 Lease, (ii) base rentals to become due and payable under the 2008 Lease and (iii)aggregate base rentals to become due under the 2009 Lease and the 2008 Lease, which are shown net ofamounts to be paid out of the Base Rentals Reserve Fund.

Year

2009 LeaseAnnual

Base Rental

June 2008Lease AnnualBase Rental

Aggregate BaseRentals

2009 Lease &June 2008 Lease

2009 $6,273,786.06 4,289,100.07 $10,562,886.132010 6,276,788.76 4,287,973.30 10,564,762.06

2011 6,277,688.76 4,286,802.23 10,564,490.99

2012 6,277,238.76 4,285,582.69 10,562,821.45

2013 6,280,438.76 4,284,317.91 10,564.756.67

2014 6,282,138.76 4,283,000.89 10,565,149.65

2015 6,282,338.76 4,281,632.46 10,563,971.22

2016 6,286,763.76 4,280,208.70 10,566,972.46

2017 6,284,813.76 4,278,730.69 10,563,544.45

2018 6,286,188.76 4,277,190.00 10,563,378.76

2019 10,564,938.76 N/A 10,564,938.76

2020 10,562,438.76 N/A 10,562,438.76

2021 10,564,438.76 N/A 10,564,438.76

2022 10,566,613.76 N/A 10,566,613.76

2023 10,563,288.76 N/A 10,563,288.76

2024 10,566,182.50 N/A 10,566,182.50

2025 10,566,287.50 N/A 10,566,287.50

2026 10,564,287.50 N/A 10,564,287.50

2027 10,561,787.50 N/A 10,561,787.50

2028 10,566,437.50 N/A 10,566,437.50

2029 10,565,062.50 N/A 10,565,062.50

Total $179,019,948.70 $42,834,538.94 $211,300,306.3964

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General Fund Operating History

The following chart sets forth the recent operating history of the County’s General Fund.

Adams County, Colorado

Five Year History of General Fund Revenues, Expenditures and Changes in Fund Balance

2003 2004 2005 2006 2007

Revenues:

Taxes $ 68,419,817 $ 75,196,097 $ 81,265,017 $ 87,248,631 $ 94,802,135

Licenses and Permits 1,201,273 1,243,982 1,168,335 1,220,289 1,101,109

Intergovernmental 6,790,114 8,088,737 5,874,973 6,923,421 6,959,460

Charges for Services 24,420,803 17,964,120 20,699,629 19,618,715 21,950,149

Interest on Investments 2,256,266 2,876,228 5,621,502 8,760,452 10,656,850

Miscellaneous 2,801,455 3,538,616 3,491,653 3,866,464 3,856,932

Total Revenues 105,889,728 108,907,780 118,121,109 127,637,972 139,326,635

Expenditures:

Current

General Government 42,787,342 45,255,167 44,868,736 45,129,253 51,688,458

Public Safety 43,236,777 46,929,894 51,051,681 56,335,493 59,744,019

Human Services 2,758,542 2,969,393 3,267,211 3,464,240 3,629,566

Public Works 3,175,659 1,551,405 1,700,987 1,781,934 2,221,452

Economic Opportunity 206,238 156,391 161,567 187,187 192,180Conservation of NaturalResources 409,950 431,443 451,509 513,364 535,056

Culture and Recreation 2,538,005 2,518,499 2,586,029 3,006,940 3,258,609

Capital Outlay 28,563,654 16,065,895 11,763,765 11,051,754 4,776,510

Debt Service3 1,513,535 2,317,976 2,289,001 2,268,994 2,263,526

Total Expenditures 125,189,702 118,196,063 118,140,486 123,739,159 128,309,376

Other Financing Sources(Uses):

Sale of Assets 12,614,468 2 - - - -Proceeds from CapitalLeases 15,890,000 2 - - - -

Transfers In 6,363,825 6,982,233 8,385,224 7,912,227 3,946,778

Transfers Out (867,278) (2,762,955) (720,681) (953,652) (1,624,482)Total Other Financing

Sources (Uses) 34,001,015 4,219,278 7,664,543 6,958,575 2,322,296

Excess (Deficiency) of Revenues and Other

Financing Sources over Expenditures and Other

Uses 14,701,041 (5,069,005) 7,645,166 10,857,388 13,339,555

Fund Balance-January 1 53,940,105 68,641,146 63,572,141 71,217,307 82,074,695

Fund Balance-December 31 $ 68,641,146 $ 63,572,141 $ 71,217,307 $ 82,074,695 $ 95,414,250

__________________________________________________________

Source: Adams County Comprehensive Financial Reports, 2003-2007audited financial statements1 The County is providing certain intergovernmental services to the City and County of Broomfield.2 These amounts are tied to the County’s sale and lease-back of the Sheriff’s Substation.3 “Debt Service” refers to payments under capital leases subject to annual appropriation only.

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Adams, County Colorado

10/31 Year to Date Comparison of General Fund Revenues, Expenditures and Other Financing Sources/Uses

10/31/2007 10/31/2008 VariancePercent

Inc/(Dec)

Revenues:

Taxes $ 93,452,827 $ 101,101,718 7,648,891 8.18%

Licenses and Permits 918,010 561,314 (356,696) -38.86

Intergovernmental 6,076,789 6,712,721 635,932 10.46

Charges for Services 17,580,990 17,051,780 (529,210) -3.01%

Interest on Investments 8,578,428 6,266,832 (2,311,596) -26.95%

Miscellaneous 2,509,143 3,394,494 885,351 35.28%

Total Revenues $129,116,187 $135,088,859 5,972,672 4.63%

Expenditures:

Current

General Government 41,783,886 45,179,799 3,395,913 8.13%

Public Safety 48,602,355 53,961,846 5,359,491 11.03%

Human Services 2,705,612 2,860,680 155,068 5.73%

Public Works 1,883,426 2,087,221 203,795 10.82%

Economic Opportunity 170,193 148,842 (21,351) -12.55%

Conservation of Natural Resources 446,087 426,048 (20,039) -4.49%

Culture and Recreation 2,735,674 2,890,324 154,650 5.65%

Capital Outlay 4,221,400 48,761,672 44,540,272 1055.11%

Debt Service1 2,263,526 2,852,640 589,114 26.03%

Total Expenditures 104,812,159 159,169,072 54,356,913 51.86%

Other Financing Sources (Uses):

Proceeds from Capital Leases - 35,000,000 35,000,000Transfers In 2,856,879 4,630,605 1,773,726

Transfers Out (1,164,771) (2,085,115) (920,344)

Total Other Financing Sources (Uses) 1,692,108 37,545,490 35,853,382

Excess (Deficiency) of Revenues and Other

Financing Sources over Expenditures and OtherUses $ 25,996,136 $ 13, 465,277 $ (12,530,859) -48.20%

1”Debt Service” refers to payments under capital leases subject to annualappropriation only.

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Management’s Discussion and Analysis

Five-Year Period Comparison. From 2003 through 2007, the County experienced a significantincrease in economic development due to the strong national and regional economies particularly in theareas of commercial and residential building. This resulted in a $26,773,104, or 39.0%, increase in theCounty’s General Fund balance and a $33,436,907, or 31.6%, increase in revenues. Consequently,County revenues and other financing sources have exceeded County expenditures and other financinguses by an average of $8.3 million per year during the past five years despite funding several significantcapital projects. On an operating basis, expenditure increases have been supported by a correspondingincrease in revenues. A portion of the General Fund balance has been used to fund one-time projects.During 2008, the County anticipates spending a portion of the General Fund balance on one-time capitalprojects, though the fund balance may increase rather than decrease depending on whether or notbudgeted projects are completed by year end.

Property taxes are the County’s primary source of revenue. Approximately two-thirds of totalGeneral Fund revenues are derived from this revenue source. During the past five years, property taxcollections have increased by $26,382,318, or 38.6%, which represents an average increase of 7.7% peryear. The assessed mill levy tax rate has remained unchanged during this period, except for slightadjustments to recover previous year abatements, which are allowed by law. The County has continued tosee growth in our assessed value over time and is expecting a 7.9% increase in property taxes in 2008.Based on the preliminary certification of values, the County is anticipating a 2.1% increase in propertytaxes in 2009 compared to 2008. Significant recent commercial developments in the County include theFitzsimons redevelopment project, Prairie Center in Brighton, Larkridge in Thornton and The OrchardTown Center in Westminster. (See “The Local Economy – Recent Development Activities” in AppendixC for a description of these developments.)

Notwithstanding the recent development activity described above, slower growth is expected inthe near term due to the recent softening of the economy. Though the County expects propertydevelopment to continue over time, increasing the overall assessed value, there are risks that could causeassessed values to decline in future years. Assessed values upon which property taxes are derived adjustevery two years and should market prices decline significantly, General Fund revenues could benegatively impacted.

During the past five years, licenses and permits have remained relatively flat and increases ordecreases primarily reflect changes in building permit activity. However, in 2008, it is expected that thisparticular revenue will decrease around 49% compared to 2007’s actual as real estate related activity iscurrently operating in a challenging market. Licenses and permits make up less than 1% of the County’soverall General Fund revenue.

Intergovernmental revenues have remained relatively flat increasing only $169,346 or 2.5% overthe past five years. This reflects activity in state funding primarily for local community correctionsprograms and increases in federal and state criminal justice grants for public safety. There was asignificant increase in this revenue category in 2004, which was the result of homeland security grantfunding and a large increase in community corrections funding. This increase was partially offset insubsequent years as several intergovernmental revenues were reclassified as charges for services.

Revenues from service charges have fluctuated over the past several years primarily due to otherfines and forfeitures, real estate and recording fees and noise violation payments from the City andCounty of Denver. Real estate and recording fees have declined by over $2.2 million as the refinancingboom earlier in the decade helped fuel increased fees as lower interest rates incentivized refinancing andhome buying. The declining trend is continuing as real estate and recording fees as of October 31, 2008were lower than during the same period of 2007. Lower real estate and recording fees have generally hadan inverse relationship with investment earnings over time; however as of October 31, 2008, both

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revenues declined on a year to date basis. One major anomaly in this revenue category over the last fiveyears relates to a judgment payment in the amount of $5,872,969, which was received in 2003 from theCity and County of Denver, Colorado. Another payment of $2,406,872 was received in 2007. TheCounty received these revenues as a result of a lawsuit involving noise generated by airplane operations atDenver International Airport. Pursuant to an intergovernmental agreement, a large portion of thejudgment was distributed to certain cities within the County. The County received $1,191,392 of revenuefor noise violations in 2008.

From 2003 through 2007, the interest on investments revenue category has increased significantlyas a result of several factors. The primary reason is that interest rates paid on deposits and otherinvestments have been earning a higher rate of return as the market has responded to actions taken by theFederal Reserve. Also, the amount of funds held in investments has increased as the County has addedfund balances over the years. Overall, interest on investments increased over 372% since 2003. However,during the first 10 months of 2008, interest on investments is experiencing a significant decline as ratesearned have fallen as the Federal Reserve has worked to address economic difficulties. Future revenuefrom these sources will depend on market interest rates and the amount of fund balances the Countymaintains.

As of the date hereof, the County has approximately $29 million invested in the Colorado SurplusAsset Fund Trust (CSAFE). CSAFE is a local government investment pool established in 1988 thatprovides pooling of Colorado’s local government funds as an efficient method of investing. CSAFEinvests in U.S. Agencies, AAA rated national money market funds, collateralized A1 rated bank deposits,and A1+ and A1 commercial paper. One of CSAFE’s investments is in The Primary Fund, a moneymarket fund that is a series of The Reserve Fund. Recent market conditions have created an illiquidmarket for certain securities in The Primary Fund as well as an unprecedented number of redemptionrequests. As a result, on September 22, 2008 the Securities and Exchange Commission issued an orderthat allows The Primary Fund to suspend redemptions until sufficient liquidity returns to the market, andon September 29, 2008 the trustees of The Primary Fund voted to liquidate the fund. OnOctober 30, 2008, the Primary Fund distributed $26 billion to shareholders, which representsapproximately 50% of its total assets as of September 15, 2008. The Primary Fund has not announced thedates or amounts of future distributions, but has stated that future distributions will be made as cashaccumulates through the maturity or sale of remaining portfolio holdings. The County may incur a losson its investment in CSAFE if The Primary Fund is not able to make aggregate distributions in an amountthat is equal to a $1 per share net asset value. The amount of any such loss is not currently ascertainable.However, the County does not believe that such loss, if any, will have a material adverse effect on theCounty’s financial condition.

During the past five years, the County’s total General Fund expenditures have increased by$3,119,674 or 2.5%. Capital projects in 2003 were much larger than in the other years. These capitalexpenditures related to the construction and financing of a new District Attorney Office Building and thepurchase of the Western Service Center Building. When capital outlays are excluded, the County’sGeneral Fund expenditures over the past five years have increased by a total of $26,906,818 representinga 27.8% increase. Expenditures are expected to increase in 2008 as the County has embarked on severallarge capital projects, addressed inflation and expanded some programs. Specific projects for 2008include over $4 million for the remodeling of the Waymire Dome building at the regional park, $4 millionfor land for a future shooting range and public safety training center, $1.7 million for land for a futureJuvenile Detention facility to be constructed by the State of Colorado and several million dollars worth ofdrainage projects.

Personnel cost remains one of the County’s most significant annual expenditures. Personnelexpenditures in the General Fund have increased by $18,749,975 or 35.0%. From 2003 through 2007, thenumber of full-time County employees (“FTEs”) increased by 137.25 positions from 1,632.25 to 1,769.50employees. Of the total number of FTEs, approximately 60% are funded out of the General Fund. The

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2008 budget assumed 1,798.5 positions, but as of the date hereof an additional 8.5 positions have beenadded to address growth in public safety services. This overall increase in personnel has been due, inlarge part, to the need to accommodate the substantial growth and increase in population experienced inthe County during this time. For example, 72.25 new positions have been added to the Sheriff’s Officeduring the past six years, 33 of which have been related to an increasing inmate population in the AdamsCounty Detention Facility. There also has been an increase of 32.50 FTEs in the District Attorney’sOffice and 13.25 FTEs in the Clerk and Recorder’s Office. Additionally, the cost of employee medicalinsurance premiums has escalated by $2,501,450, or 48.4%, during the past five years, with anapproximate increase of 136.6% in the employee-paid share of said premiums. There has also been aslight increase in premium rates in 2008.

The County’s general government expenditures have increased by $8,901,116, or 20.8%, duringthe past five years, with an average increase of 4.2% per year. This has been primarily due to an increasein personnel and other costs of providing a wide-range of governmental services. The departments andelected offices with the most growth in general government expenses include the District Attorney’sOffice, the Clerk and Recorder’s Office and the County Attorney’s Office, these trends are continuinginto 2008. The District Attorney has the most total dollar growth and demonstrates an increase of $3.0million or 33.4% over the last five years, with 3.6% growth anticipated in 2008. Most of this growth isdue to personnel needed to handle increasing caseloads for prosecutors. The Clerk and Recorder’s Officehas seen significant growth mostly due to the hiring of additional staff to handle motor vehicle licensingtraffic and increased elections costs as a result of the passage of the Help America Vote Act (HAVA).The County has made significant investments in new voting equipment over the analysis time periodsome of which was covered by grants. The County Attorney’s office has also seen significant growth,about 58.6%, over five years due to increases in both personnel and other operating costs.

The County’s public safety expenditures have increased 38.2% or an average of 7.6% per year.This increase corresponds to the average 7.7% per year increase in property taxes, the major revenuesupporting this expenditure category activity. Public safety increases primarily result from higher costsin services provided by the Sheriff’s Office. Of the total $16,507,242, or 38.2%, increase in public safetyexpenditures, $7,395,798 has been attributed to an increase in the Field and Administration division and$6,688,931 is from the Corrections division. The increases in both of these divisions are primarily theresult of higher personnel costs; however, a significant portion of the Field and Administration’s increaseoccurred as fleet vehicle costs rose over 97% in five years and are increasing significantly in 2008 aswell. The Corrections division has also seen significant increases in operating costs primarily for inmatemedical services, which increased over 37.1%, while the average daily population at the County’sDetention Facility increased just over 14% during the past five years. Additionally, the FacilityOperations Department spent $329,627 or 21.5% more maintaining the Detention Facility. CommunityCorrections expenditures increased by $811,360 or 22.2% over the past five years. This is a state fundedprogram with corresponding intergovernmental revenues to support the expenditures. Expenditures forthe Coroner’s Office during this period have increased by $434,779 or 46.5% and the Animal Shelter andAdoption Center increased by $333,609 or 31.2%.

Other notable increases in County expenditures from 2003 through 2007 include an increase of$871,024 or 31.6%, in human services expenditures and an increase of $720,604 or 28.4%, in culture andrecreation expenditures associated with the Parks and Community Resources Department. The County’sdebt service payments, which are lease payments subject to annual appropriation, increased by $749,991or 49.6% due to additional annual lease payments for the Adams County Service Center Building. Leaseproceeds were used to construct the District Attorney’s Office Building and to purchase and remodel theWestern Service Center building. Expenditures in most other areas have increased only slightly oractually decreased over the past five years. The County’s debt service is again increasing in 2008 due to asale leaseback transaction to build the extension of the County Justice Center. The transaction closed inJune and the first lease payment is due in December. The future lease payments will be made from aspecial capital facilities sales tax that begins in 2009.

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The County budgeted a spend down of General Fund fund balance in 2007. However, severalitems contributed to a substantial increase in the fund balance for last year. First, interest earnings weresignificantly more than budgeted due to higher interest being paid on unspent funds in the County.Further, the County maintained additional funds upon which more interest was earned than anticipated.The County also had budgeted to spend $9.4 million more on various multi-year capital projects that hadnot been completed. The County carried over these unspent budgets into 2008 to complete the projects asplanned. Other contributing factors to an increasing General Fund fund balance include savings inpersonnel and other operating line items that went unspent in 2007. For 2008, the County budgeted aspend down of fund balance as well primarily for various capital projects.

Budgets and Appropriations

The annual budget adoption and appropriation procedures employed by the County are strictlymandated and controlled by state law, most notably the Local Government Budget Law of Colorado, §29-1-101, et seq., C.R.S., as amended. The County’s budget is prepared on a calendar year basis, asrequired by state law, and must present a complete financial plan for the County, setting forth allestimated expenditures, revenues and other financing sources for the ensuing budget year, together withthe corresponding figures for the previous fiscal year. In estimating the anticipated revenues,consideration must be given to any unexpended surpluses and the historical percentage of tax collections.Further, the budget must show a balanced relationship between the total proposed expenditures and thetotal anticipated revenues and other financing sources. In addition, the budget must set forth asupplemental schedule showing the County’s obligations with respect to its outstanding lease purchaseagreements.

The County adheres to the following procedures in establishing its annual budgets:

1. Prior to October 15th of every year, the County Administrator submits to the Board a proposedoperating budget for the fiscal year commencing the following January 1st. The operatingbudget includes proposed expenditures of direct County Funds only, and the means of financingthem.

2. Public hearings are conducted to obtain taxpayer comments.

3. Prior to December 31, the budget is legally adopted.

4. Department heads are authorized to transfer budgeted amounts between line items within theirauthorized spending agency; however, most revisions that alter the total expenditures of anyspending agency require an appropriation resolution. A spending agency is defined as anoffice/department or other governmental unit in the County having ultimate budgetaryresponsibility for a unit, program or fund budget. Any revisions that alter total expenditures ofany fund require supplemental appropriation, which is subject to public hearing and taxpayerresponse similar to the adoption of the original budget.

5. Budgets for all governmental fund types (including the General Fund) are adopted on amodified accrual basis. Budgets of proprietary funds, for which a legal budget is adopted, areproposed on a flow of funds basis. The County follows the policy of adopting a legal budget forall funds except trust and agency funds.

6. All appropriations lapse at year-end.

7. Encumbrance accounting, under which purchase orders, contracts and other commitments forthe expenditure of moneys are recorded in order to reserve that portion of the applicableappropriation, is not used as an extension of the formal budget process.

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It is through the preparation of the budget and by taking into consideration all sources of revenue,costs of construction, expenses of operating the County and the debt service requirements of the County’soutstanding bonds and other obligations that the rate of mill levy is determined each year. The County isno longer subject to certain tax revenue/spending limitations under TABOR as described in“Constitutional Revenue and Spending Limitations” above. However, the County remains subject tocertain aspects of TABOR, including maintaining a 3% emergency reserve and the County must stillreceive voter approval to increase taxes or issue General Obligation debt, revenue bonds and other multi-year financing alternatives.

Set forth in the following tables are the 2007 budget for the General Fund, with a comparison to2007 actual results of operations, followed by a summary of the 2008 original budget for the GeneralFund.

Statement of General Fund Revenues, Expenditures and Changes in Fund Balance

Budget and Actual

For the Year Ended December 31, 2007

Budget Actual

VarianceFavorable

(Unfavorable)

Revenues:

Taxes $ 94,372,879 $ 94,802,135 $ 429,256

Licenses and Permits 1,258,150 1,101,109 (157,041)

Intergovernmental 6,759,739 6,959,460 199,721

Charges for Services 22,509,124 21,950,149 (558,975)

Interest Earnings 8,408,996 10,656,850 2,247,854

Other Revenue 3,457,290 3,856,932 399,642

Total Revenues 136,766,178 139,326,635 2,560,457

Expenditures:

General Government 58,835,217 51,688,458 7,146,759

Public Safety 63,819,697 59,744,019 4,075,678

Human Services 3,644,077 3,629,566 14,511

Public Works 5,384,671 2,221,452 3,163,219

Conservation of Natural Resources 577,754 535,056 42,698

Culture and Recreation 3,655,821 3,258,609 397,212

Economic Opportunity 175,546 192,180 (16,634)

Capital Outlay 14,222,580 4,776,510 9,446,070Debt Service1 2,263,526 2,263,526 -

Total Expenditures 152,578,889 128,309,376 24,269,513

Excess (Deficiency) of Revenues Over Expenditures (15,812,711) 11,017,259 26,829,970

Other Financing Sources (Uses):

Transfers In 4,202,628 3,946,778 (255,850)

Transfers Out (1,764,833) (1,624,482) 140,351

Total Other Financing Sources (Uses) 2,437,795 2,322,296 (115,499)

Excess (Deficiency) of Revenues and Other

Financing Sources over Expenditures and Other

Uses (13,374,916) 13,339,555 26,714,471

Fund Balance-January 1 82,074,695 82,074,695 -

Fund Balance-December 31 $ 68,699,779 $ 95,414,250 $ 26,714,471

Source: Summarized from Required Supplementary Information County 2007 audited financial statements.1”Debt Service” refers to payment under capital leases subject to annual appropriation only.

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Adams County, Colorado

2008 General Fund Budget Summary

Original 2008Budget

Amended2008

Budget

YTD Actual2

Through10/31/08

Revenues:

Taxes $101,362,586 $101,362,586 $101,101,718

Licenses and permits 911,728 911,728 561,314

Intergovernmental 6,636,786 7,427,729 6,712,721

Charges for services 19,234,006 19,401,606 17,051,780

Interest earnings 9,636,418 9,654,712 6,266,832

Other revenues 3,598,986 3,889,194 2,601,856

Total revenues 141,380,510 142,647,555 134,296,221

Expenditures:

General government 60,429,279 62,465,489 45,179,799

Public safety 66,836,884 68,012,488 53,961,846

County funded human services 3,792,078 3,792,078 2,860,680

Public works 2,796,677 3,674,909 2,087,221

Conservation of natural resources 647,165 654,425 426,048

Culture and recreation 3,560,577 3,824,006 2,890,324

Economic opportunity 207,910 200,650 148,842

Debt Service1 2,260,402 2,873,062 2,852,640

Capital outlay 18,114,245 65,126,130 48,761,672

Total expenditures 158,645,217 210,623,237 159,169,072

Excess (deficiency) of revenues over expenditures -17,264,707 -67,975,682 -24,872,851

Other financing sources (uses):

Proceeds from Capital Leases 0 35,000,000 35,000,000

Operating transfers in 3,943,584 8,196,208 4,630,605

Operating transfers out -647,190 -4,585,470 -2,085,115

Sale of assets 275,000 275,000 792,638

Total other financing sources (uses) 3,571,394 3,312,732 38,338,128

Excess (deficiency) of revenues and other financing sources over(under) expenditures and other financing uses

-13,693,313 -29,089,944 13,465,227

Fund balance-beginning of year 78,742,887 95,414,250 95,414,250

Fund balance-ending $65,049,574 $65,469,320 $108,879,527

Source: County 2008 Budget1”Debt Service” refers to payments under capital leases subject to annual appropriation only.2Unaudited

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Sources of County General Fund Revenue

The following sources of County revenue are applied to County operations and maintenance andcapital expenditures. The expenditure of certain revenue, or portions thereof, may be subject to restricteduses.

Ad Valorem Property Taxes. The Board has the power to levy and collect ad valorem taxes on oragainst all taxable property within the County. Both real and personal property are subject to taxation;however, certain classes of property are constitutionally and statutorily exempt from taxation, includingproperty of the State and its political subdivisions; public libraries; public school property; certaincharitable property not used for profit; health care facilities; religious property and nonprofit cemeteries.

Assessed valuation, which represents the value upon which ad valorem property taxes are levied,is calculated by the County Assessor as a percentage of statutory “actual” value, which is determinedfrom a “base year” level of value and from manuals and associated data published by the State PropertyTax Administrator for the applicable base year. Oil and gas leaseholds and lands, producing mines andother lands producing nonmetallic minerals are valued based on production levels rather than by the baseyear method, and public utilities are valued by the State Property Tax Administrator based on a variety offactors. The County’s assessed valuation, as determined by the County Assessor, is a combination ofspecific percentages of the actual values of the various types of real and personal property. To avoidextraordinary increases in residential real property taxes when the base year is changed, the Statelegislature is required by law to adjust the ratio of valuation for assessment of such residential propertyfor each year in which a change in the level of value occurs based on an estimated target percentage. Thisadjustment is designed to maintain the same percentage of the aggregate statewide valuation forassessment attributable to residential property, which existed in the previous year. Colorado statutesprovide opportunities for review of assessments at various stages by the State Board of Equalization, theBoard of Assessments Appeals, and the Colorado state courts. With respect to assessments of realproperty taxes, the Colorado Constitution requires that the assessed value of residential real propertycannot exceed 45% of the total assessed value of all real property within the State.

Property taxes levied in one year are collected in the next year. Thus, taxes levied in 2007 arecollected in 2008. Taxes are due January 1st in the year of collection; however, they may be paid in eitherone installment (not later than the last day of April) or in two equal installments (not later than the lastday of February and the 15th day of June) without interest or penalty. The County Treasurer collectsproperty taxes and distributes the appropriate amounts to several of the County’s funds and other taxingentities on a monthly basis. The County Treasurer charges a statutory fee for the collection of taxes,ranging from 0.25% to 1.5% depending on the type of taxing entity. The 1.5% charged for County taxcollections is charged against the appropriate funds and deposited in the County’s General Fund.

Taxes which are not paid within the prescribed time limits bear interest at the rate of 1% permonth until paid. Unpaid amounts and the accrued interest thereon become delinquent on June 16th, orMay 1st, if no first payment was made by the April deadline of the respective collection year. All taxeslevied on property, together with interest thereon and penalties for default as well as other costs ofcollection, constitute a perpetual lien on and against the property. Such lien is on a parity with the taxliens of other general taxes. Collection of delinquent real property taxes is enforceable by tax lien sale onsuch realty. Delinquent personal property taxes are enforceable by distraint, seizure and sale of thetaxpayer’s personal property. Tax lien sales of realty are generally held on or before the second Mondayin December of the collection year, preceded by a notice of delinquency to the taxpayer and a minimumof three weeks public notice of the impending public sale. Sales of personal property may be held at anytime after October 1st of the collection year following notice of delinquency and public notice of the sale.There can be no assurance, however, that the value of property sold, in the event of seizure and sale bythe County Treasurer, would be sufficient to produce the amount required with respect to taxes levied by

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the County and by overlapping taxing entities. Property not sold is stricken from the tax rolls, anddelinquent taxes, interest and costs are payable when the personal property is finally sold or redeemed.

Ad Valorem Property Tax Data. A history of the property tax levies and collections for theCounty is set forth in the following table.

Adams County, Colorado

Property Tax Levies and Collections

Last Eight Years

__________________________________________________________

Current Collections Total Collections to DateFiscal Year

EndedDecember

31

Taxes Levied forCollection in the

Fiscal Year Amount

Percent-age ofLevy

Collections inSubsequent

Years (1)Total Taxes

CollectedPercentage of

Levy

2001 $ 67,966,820 $67,850,792 99.83% $ 84,705 $ 67,935,497 99.95%

2002 73,110,752 72,949,188 99.78% 109,863 73,059,051 99.93%

2003 85,730,023 85,514,011 99.75% 171,673 85,685,684 99.95%

2004 94,021,777 93,875,226 99.84% 120,549 93,995,775 99.97%

2005 98,443,913 97,912,755 99.46% 155,140 98,067,895 99.62%

2006 106,186,113 105,414,152 99.27% 127,208 105,541,360 99.39%

2007 110,599,462 110,194,908 99.63% N/A 110,194,908 99.63%

(2) 2008 119,373,976 117,862,380 98.73% N/A 117,862,380 98.73%

(1) Property taxes are collected in the fiscal year following the year levied.

(2) Collections through October 31, 2008

Source: Adams County Clerk and Recorder, Adams County Assessor, Adams County TreasurerNote: The information in this schedule relates to the County’s own property tax levies, and does not include those it collects onbehalf of other governments.

Note: Ten years of comparable data is not available.

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A history of the assessed value of taxable property in Adams County is set forth in the following table.

Adams County, ColoradoAssessed Value of Taxable Property

Last Ten Years

YearEnded12/31

ResidentialProperty

CommercialProperty

IndustrialProperty Vacant Land

AgriculturalAcre

ValuationNatural

Resources

StateAssessedProperty

Tax-ExemptProperty

Total TaxableAssessed

Value

TotalDirectTax

Rate(1)

1998 $1,003,066,160 $ 634,809,040 $155,682,030 $ 79,603,800 $ 23,228,720 $38,108,190 $216,289,300 $ 89,095,440 $2,150,787,240 26.817

1999 1,185,498,420 761,407,530 166,557,280 101,167,100 24,162,790 28,849,990 243,904,200 116,684,290 2,511,547,310 24.517

2000 1,258,868,550 824,942,560 173,988,300 96,657,350 24,139,530 31,470,760 236,512,900 138,291,330 2,646,579,950 26.681

2001 1,475,018,240 956,532,830 207,931,300 144,509,180 21,645,990 48,521,490 251,518,410 180,613,840 3,105,677,440 23.541

2002 1,584,778,700 983,332,370 189,015,800 145,426,730 21,750,360 42,693,550 284,046,230 319,637,600 3,251,043,740 26.370

2003 1,723,627,420 1,101,364,920 183,927,020 168,058,710 21,485,880 31,473,880 281,088,610 243,226,160 3,511,026,440 26.779

2004 1,817,164,600 1,133,324,020 172,585,680 163,125,320 21,377,270 47,395,610 304,244,440 433,574,640 3,659,216,940 26.903

2005 1,996,105,110 1,211,307,330 179,284,260 189,052,140 18,299,200 57,591,930 309,937,150 485,896,500 3,961,577,120 26.804

2006 2,078,292,790 1,253,123,650 189,591,830 191,121,120 18,144,350 68,024,410 301,926,570 552,668,600 4,100,224,720 26.974

2007 2,133,545,890 1,413,864,230 283,101,710 206,593,000 18,542,410 65,225,140 316,986,840 753,675,810 4,437,859,220 26.899

(1) Tax rate is per $1,000 of assessed value

Source: Adams County Assessor’s Office

The 2007 statutory “actual” value of taxable property in the County is $32,678,940,055. The 2008 statutory “actual”value on the preliminary Certification of Valuation by the Adams County Assessor is $33,504,510,451. Taxeslevied in 2008 will be collected in 2009.

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A comparison of principal property tax payers in Adams County during 2007 and 1998 is setforth in the following table.

Adams County, ColoradoPrincipal Property Tax Payers1

2007 and 1998

2007 1998

TaxpayerTaxable

Assessed Value Rank

Percentageof TotalCountyTaxableAssessed

ValueTaxable

Assessed Value Rank

Percentageof TotalCountyTaxableAssessed

Value

Suncor Energy, USA, Inc. $ 107,262,370 1 2.42%

Xcel Energy Company 101,148,970 2 2.28% $ 77,372,600 1 3.60%

Qwest Corporation 64,994,200 3 1.46% 41,782,800 2 1.94%

Blue Spruce Energy Center 29,237,200 4 0.66%

Tri-State Generation 19,837,000 5 0.45%

Colorado Interstate Gas Co. 19,384,600 6 0.44% 9,593,500 6 0.45%

Avaya, Inc. 18,270,000 7 0.41%

Verizon Wireless, LLC 15,920,700 8 0.36%

Denver New/Rocky Mtn News 14,306,430 9 0.32% 15,512,680 5 0.72%

United Power, Inc. 12,994,800 10 0.29%

AT&T Communications 40,443,500 3 1.88%

Avaya Equipment Leasing

Conoco Phillips Company 26,149,420 4 1.22%

US West Newvector Group 8,553,200 7 0.40%

Security Capital 7,595,700 8 0.35

NS-MPG, Inc 7,341,730 9 0.34

Brighton Lease Management 7,152,160 10 0.33

$ 493,356,270 9.09% $ 241,497,290 11.23%

1 Source: Adams County Assessor’s Office

Major Additional Sources of County General Fund Revenues.

In addition to property taxes, which comprised 67.8% of the County’s General Fund revenue infiscal year 2007, the County also receives revenue from a variety of sources, which are applied to theGeneral Fund.

In 2007, the County’s charges for services accounted for 15.5% of total General Fund revenues(excluding transfers). Intergovernmental (i.e., state and federal grant) and interest income accounted for5.0% and 8.3%, respectively, of total General Fund revenues (excluding transfers). Licenses and permitsaccounted for 0.8% of total General Fund revenues (excluding transfers). Although the County imposes a0.75% sales tax, the proceeds of such sales taxes do not constitute a source of General Fund revenue.

Major Expenditure Categories of the General Fund

The general fund accounts for all the expenditures normally associated with basic Countyfunctions. Expenditures under the general fund are allocated to general government, public safety, humanservices, public works, economic opportunity, conservation of natural resources and certain cultural andrecreational activities and facilities.

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DEBT STRUCTURE OF THE COUNTY

General

The County currently does not have any general obligation debt or other bonds outstanding or anyvoter approved borrowing authorization which has not been utilized.

State law permits the County to borrow money and issue securities, including general obligations(to which the County’s full faith and credit and taxing power is pledged) and revenue obligations payablefrom operating revenues or from sales and use tax revenues, or enter into other lease purchase or otherobligations to evidence such borrowing, for various purposes. Except for certain obligations incurred orissued by County-owned “enterprises,” the refinancing of bonded debt at a lower interest rate or theaddition of new employees to existing County pension plans, approval of the County’s registered electorsmust be obtained prior to the incurrence by the County of any multiple fiscal year direct or indirect debt,or other County financial obligation whatsoever without adequate present cash reserves pledgedirrevocably and held for payments in all future fiscal years. See “FINANCIAL INFORMATIONCONCERNING THE COUNTY – Constitutional Revenue and Spending Limitations” above. Inaddition, State law provides that no general obligation indebtedness may be created which at any timeexceeds 1.5% of the valuation for assessment of property in the County, or a current debt margin (basedon 2007 certified values) of $4,527,197,700 (taxable property only) or $4,659,254,010 which isanticipated for 2008. The County has no statutory debt outstanding.

The County anticipates internally funding any foreseeable, necessary capital improvements. TheCounty is not currently seeking voter approval to create any new multiple-fiscal year direct or indirectdebt or other financial obligation within the meaning of TABOR. It is a fiscal management policy of theCounty that long-term debt will not be used to finance current operating expenditures.

Estimated Overlapping General Obligation Debt

Certain public entities whose boundaries may be entirely within, coterminous with or onlypartially within the County are authorized to incur general obligation debt, and to the extent thatproperties within the County also are within such overlapping public entities, such properties will beliable for a proportionate share of such debt. The following table sets forth the estimated overlappinggeneral obligation debt chargeable to properties within the County as of December 31, 2007. Thepercentage of the entity’s outstanding debt chargeable to County property owners is calculated bycomparing the assessed valuation of the portion overlapping the County to the total assessed valuation ofthe overlapping entity. To the extent the County’s assessed valuation changes disproportionately with theassessed valuation of overlapping entities, the percentage of general obligation debt for which Countyproperty owners are responsible will also change.

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Adams County, ColoradoComputation of Direct, Overlapping and Underlying Long-Term Debt

December 31, 2007

GOVERNMENTAL UNIT Long-Term Debt

PercentApplicableto County

County’s Shareof Debt

Direct:Adams County $ - 0.00% $ -

Overlapping:City of Aurora 36,545,000 18.05% 6,594,649City of Brighton 7,000,000 96.76% 6,772,950School District No. 12 408,831,066 86.33% 352,963,891School District No. 27J 166,795,000 96.65% 161,203,363School District No. 28J 30.36% -School District No. 29J 10,325,000 53.09% 5,481,190School District No. 31 11,639,187 67.90% 7,903,479School District No. 32J 43.52% -School District No. RE-3J 40,014,711 1.13% 452,202School District No. RE-50J 4,100,000 2.69% 110,451Bromley Park #2 33,515,000 99.98% 33,509,441Central Colorado Groundwater Mgmt 8.09% -Central Colorado Well Augmentation 0.80% -North Metro Fire Rescue District 26.24% -North Washington Fire Protection Dist 3 5,585,000 98.76% 5,515,495Sable-Altura Fire Protection District 64.91% -Sand Creek Metropolitan 70.16% -

Underlying:

School District No. 1 100.00% -School District No. 14 89,255,000 100.00% 89,255,000School District No. 50 100.00% -Aberdeen Metro No. 1 7,000,910 100.00% 7,000,910Aberdeen Metro No. 2 2,090,000 100.00% 2,090,000Airways Business Center Metro District 2,550,037 100.00% 2,550,037Aspen Hills Metropolitan District 1,100,000 100.00% 1,100,000Aurora Single Tree Metropolitan District 8,190,000 100.00% 8,190,000Belle Creek Metropolitan District No. 1 5,095,000 100.00% 5,095,000Bennett Park & Rec 100.00% -BNC Metropolitan District No. 1 5,985,000 100.00% 5,985,000BNC Metro No. 2 5,000,000 100.00% 5,000,000Bradburn Metro No. 2 3,130,000 100.00% 3,130,000Bradburn Metro No. 3 6,040,000 100.00% 6,040,000Brighton Crossing No. 4 13,800,000 100.00% 13,800,000Bromley Park No. 3 100.00% -Bromley Park N. 6 100.00% -Buckley Ranch Metropolitan District 2,850,0001 100.00% 2,850,000Buffalo Ridge Metropolitan District 10,774,000 100.00% 10,774,000Buffalo Run Mesa Metropolitan District 7,244,000 100.00% 7,244,000Colorado International Center Metro Dist 3-10 8,875,000 100.00% 8,875,000Commerce City Northern Infrastructure GID 54,590,000 100.00% 54,590,000Country Club Village 1 100.00% -Eagle Creek Metropolitan District 3,190,000 100.00% 3,190,000Eagle Shadow Metropolitan Dist. No. 1 11,405,000 100.00% 11,405,000Eastpark 70 Metro 5,762,004 100.00% 5,762,004Fallbrook Metropolitan District 8,500,000 100.00% 8,500,000

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Adams County, ColoradoComputation of Direct, Overlapping and Underlying Long-Term Debt

December 31, 2007

GOVERNMENTAL UNIT Long-Term Debt

PercentApplicableto County

County’s Shareof Debt

Front Range Metropolitan District 100.00% -

Fronterra Village Metropolitan District 15,450,000 100.00% 15,450,000Fronterra Village Metropolitan District No. 2 7,860,000 100.00% 7,860,000Greatrock North Water & Sanitation District 4,420,000 100.00% 4,420,000Heritage Todd Creek Metro District 27,882,000 100.00% 27,882,000Hi-land Acres Water & Sanitation 74,190 100.00% 74,190Highpoint Metropolitan District 1,645,000 100.00% 1,645,000Himalaya Water & Sanitation 4,815,000 100.00% 4,815,000Horse Creek Metropolitan District 100.00% -Huntington Trails Metropolitan 3,000,000 100.00% 3,000,000Hyland Hills Metro Parks & Rec District 14,910,000 100.00% 14,910,000Lambertson Lakes Metropolitan District 6,500,000 100.00% 6,500,000Laredo Metropolitan District 4,700,000 100.00% 4,700,000Larkridge Metropolitan District No. 1 10,000,000 100.00% 10,000,000Larkridge Metropolitan District No. 2 5,200,000 100.00% 5,200,000North Range Metropolitan District No. 1 38,785,420 100.00% 38,785,420North Range Village Metropolitan District 8,665,000 100.00% 8,665,000Northern Metropolitan District 100.00% -Potomac Farms Metropolitan District 4,680,000 100.00% 4,680,000Riverdale Dunes Metropolitan Dist. No. 1 2,900,000 100.00% 2,900,000Riverdale Peaks No. 2 3,100,000 100.00% 3,100,000River Oaks Metropolitan District 3,915,000 100.00% 3,915,000South Beebe Draw 100.00% -Southwest Adams County Fire District 2 1,545,570 100.00% 1,545,570Todd Creek Farms Metropolitan Dist. No. 2 2,205,000 100.00% 2,205,000Tower Metro District 14,535,000 100.00% 14,535,000

Totals $1,173,563,095 $ 1,029,720,242

Source: Adams County Finance Department

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General Obligation Debt Ratios

The following table sets forth certain general obligation debt ratios for the County.

County General Obligation Debt Ratios

2006 Estimated Statutory “Actual” Value .................................. $31,762,831,7332006 Assessed Valuation ............................................................ $4,100,224,7202007 Estimated Statutory “Actual” Value1 ................................. $32,678,940,0552007 Assessed Valuation1 ........................................................... $4,437,859,220County General Obligation Debt Outstanding............................ 0Estimated Overlapping General Obligation Debt ....................... $1,029,720,242Sum of County and Overlapping Debt........................................ $1,029,720,242Estimated County Population...................................................... 433,267Ratio of County Debt to:

2006 Estimated Statutory “Actual” Value 0.00%2006 Assessed Valuation 0.00%2007 Estimated Statutory “Actual” Value 0.00%2007 Assessed Valuation 0.00%

Ratio of County and Overlapping Debt to:2006 Estimated Statutory “Actual” Value 3.24%2006 Assessed Valuation 25.11%2007 Estimated Statutory “Actual” Value 3.15%2007 Assessed Valuation 23.20%

County Debt Per Capita .............................................................. 0County and Overlapping Debt Per Capita................................... $2,377

____________________1Overlapping Debt based on 2007 Comprehensive Annual Financial Report.

Sources: County Assessor’s Office; the County; and individual taxing entities.

CAPITAL LEASE OBLIGATIONS

The County has the authority to enter into capital lease obligations, payments under which aresubject to annual appropriation and are only renewed as a result of annual appropriations by the Board.The County may also incur certain other contractual obligations. The County has entered into thefollowing lease purchase agreements which are currently outstanding:

A lease purchase agreement dated September 1, 1999 with respect to two office buildingsused by the County for housing various County department offices. The outstanding baserentals principal portion under this lease purchase agreement is $6,210,000. The final baserentals payment date under this lease is November 15, 2014.

A lease purchase agreement dated April 1, 2003 with respect to one office building used bythe County as office space for several County departments. The outstanding base rentalsprincipal portion under this lease purchase agreement is $13,485,000. The final base rentalspayment date under this lease is November 15, 2023.

A lease purchase agreement dated June 1, 2008 with respect to four buildings consisting ofthe Sheriff’s Headquarters/Coroner’s Building, the Western Service Center, the PublicWorks Building and the District Attorney’s Building. The outstanding base rentals

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principal portion under this lease purchase agreement is $35,000,000. The final base rentalspayment date under this Lease is December 1, 2018.

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THE LOCAL ECONOMY

The following is general information concerning the economic and demographic conditions in theCounty. It is provided so that prospective investors have an overview of the general economic conditionsin the County and surrounding area. Inclusion of the information about the surrounding area does notimply that these conditions presently exist within the County. The information presented was obtainedfrom the sources indicated and neither the County nor the Underwriter guarantee or make anyrepresentation as to the accuracy or completeness of the data provided.

Population. The following table sets forth population statistics for the County; the DenverMetropolitan Statistical Area (the “Denver MSA”), which includes the counties of Adams, Arapahoe,Broomfield (for years 2002 and beyond), Denver, Douglas and Jefferson; and the State of Colorado.

Population Estimates

Year

Adams

County

AdamsCounty

PercentageIncrease

Denver

MSA

DenverMSA

PercentageIncrease Colorado

Colorado

PercentageIncrease

1960 120,296 -- 934,199 -- 1,753,947 --1970 185,789 54.4% 1,335,936 43.0% 2,207,259 25.8%

1980 245,944 32.4% 1,618,461 21.1% 2,889,964 30.9%

1990 265,038 7.8% 1,848,319 14.2% 3,294,394 14.0%2000 348,618 31.5% 2,092,494 13.2% 4,262,989 29.4%

2001 360,5311 3.4% 2,195,478 4.9% 4,446,203 4.3%

2002 373,551 3.6% 2,234,686 1.8% 4,520,029 1.7%

2003 381,739 2.2% 2,267,173 1.5% 4,583,430 1.4%2004 390,794 2.4% 2,303,982 1.6% 4,649,698 1.4%

2005 402,110 2.9% 2,337,991 1.5% 4,718,562 1.5%

2006 415,010 3.2% 2,385,231 2.0% 4,813,536 2.0%2007 424,245 2.2% 2,411,175 1.0% 4,908,152 1.9%

____________________1

In the fall of 2001, the former City of Broomfield, which encompassed a portion of Adams County, became theCity and County of Broomfield.

Sources: U.S. Department of Commerce, Bureau of the Census, Census of Population and Housing; ColoradoDivision of Local Government, Demographic Section

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Age Distribution. The following table sets forth a comparative age distribution profile for AdamsCounty, the State and the United States as of January 1, 2007.

Age Distribution as of January 1, 2008

Percent of PopulationAge

Distribution Adams County Colorado United States0-17 28.2% 24.3% 24.4%

18-24 9.0% 9.5% 9.9%25-34 17.3% 15.0% 13.3%35-44 15.5% 14.8% 14.2%45-54 13.2% 15.1% 14.5%55-64 8.8% 11.0% 11.0%65+ 8.0% 10.3% 12.7%

Source: Trade Dimensions International, Inc. “Demographics USA,” County Edition, 2008

Income. The following tables set forth median household Effective Buying Income (“EBI”) andthe percentage of households by EBI groups for the County, the Denver-Aurora Metro, the State and theUnited States. EBI, a classification developed by Sales and Marketing Management to distinguish it fromother sources reporting income statistics, is defined as money income (as determined by Sales andMarketing Management), less personal tax and nontax payments, resulting in a figure often referred to as“disposable” or “after-tax” income. Income and all income-related fields are benchmarked to the 1990Census.

Median Household Effective Buying Income

Year1 AdamsCounty

Denver-AuroraMetro2

Colorado United States

2002 $43,981 -- $43,510 $38,035

2003 42,738 $47,275 43,544 38,201

2004 43,561 48,239 44,489 39,324

2005 44,281 49,100 45,594 40,529

2006 44,348 49,067 44,348 41,255

2007 42,900 47,391 44,711 41,792

____________________1 Information is reported as of the end of each year.2 In 2004, Sales & Marketing Management, following the federal government’s Office of Management

and Budget’s, announced revisions to its geographic census definition, replaced Metropolitan StatisticalAreas with Core Based Statistical Areas. No comparable prior history is available from this source.

Source: Sales & Marketing Management “Survey of Buying Power,” 2003-2005; and Trade DimensionsInternational, Inc. “Demographics USA,” County Edition, 2003-2008

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The following table sets forth the percent of households by EBI groups for Adams County, theState, and the United States.

Percent of Households by Effective Buying Income Groups as of December 31, 2007

EBI Group Adams County Colorado United States

Less than $15,000 9.5% 10.7% 13.6%

$15,000 - $24,999 11.5% 11.6% 13.1%

$25,000 - $49,999 39.5% 34.5% 33.3%

$50,000 - $74,999 22.6% 20.7% 19.8%

$75,000 - $99,999 11.0% 12.3% 11.0%

$100,000 - $149,000 4.4% 6.7% 6.0%

$150,000 or more 1.5% 3.5% 3.2%

Source: Trade Dimensions International, Inc. “Demographics USA,” County Edition, 2008

The following table sets forth annual per capita personal income levels of Adams County,Denver-Aurora MSA, the State and the United States.

Per Capita Personal Income in Current Dollars

Year Adams County Denver-AuroraMSA

Colorado United States

2001 $27,464 $39,525 $34,481 $30,562

2002 27,605 38,796 34,014 30,795

2003 27,438 38,640 34,059 31,466

2004 28,119 40,583 35,810 33,090

2005 29,001 42,369 37,510 34,471

2006 29,783 44,691 39,491 36,714

2007 Not yet available 46,439 Not yet available Not yet available

Sources: Colorado Department of Local Affairs, Division of Local Government, Demographic Section; and U.S.Department of Commerce, Bureau of Economic Analysis

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Public School Enrollment. The following table sets forth a five year enrollment history for theschool districts serving the County.

Enrollment History Within Adams County

School District 2003 2004 2005 2006 2007PercentChange

Adams County School District No. 1 (Mapleton) 5,271 5,704 5,554 5,595 5,493 4.2%

Adams County School District No. 12 (Northglenn-Thornton) 34,869 36,360 37,598 37,341 38,821 11.3%

Adams County School District No. 14 6,528 6,638 6,868 6,838 6,731 3.1%

Brighton School District No. 27J 8,265 9,256 10,450 11,569 12,608 52.5%

Joint School District No. 28J (Aurora) 32,530 32,251 33,301 33,831 33,573 3.2%

Arapahoe County School District No. 26J (Deer Trail) 201 230 214 204 177 -11.9%

Adams County School District No. 29J (Bennett) 1,068 1,133 1,126 1,173 1,152 7.9%

Adams County School District No. 31J (Strasburg) 890 932 977 958 1,006 13.0%

Byers School District No. 32J 577 535 547 543 540 -6.4%

Adams County School District No. 50 (Westminster) 10,562 10,671 10,775 10,683 9,969 -5.6%

Morgan County School District No. RE-50(J) (Wiggins) 613 620 613 604 586 -4.4%

Weld County School District No. RE-3(J) (Keenesburg) 1,916 1,936 2,024 2,088 2,105 9.9%

Source: Colorado Department of Education

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Employment: The following tables set forth the number of individuals employed within selectedindustries in the County and within the Denver MSA.

Average Number of Employees Within SelectedIndustries Within Adams County

Industry1 2002 2003 2004 2005 2006 2007

Agriculture, Forestry, Fishing,Hunting 1,254 1,143 987 1,143 1,225 993Mining D3 256 231 236 238 238Utilities 291 756 769 922 616 655Construction 19,471 17,346 17,250 17,738 18,685 17,232Manufacturing 14,659 13,204 13,344 14,026 14,103 13,514Wholesale Trade 13,302 12,988 13,185 13,629 14,279 14,878Retail Trade 15,617 15,074 14,894 15,792 16,120 16,633Transportation andWarehousing 13,766 13,407 13,371 13,714 13,554 13,710Information 1,974 1,903 1,749 1,983 2,059 2,121Finance and Insurance 3,064 3,306 3,331 2,923 3,031 2,979Real Estate, Rental and Leasing 2,602 2,731 2,707 2,829 2,868 2,939Professional and TechnicalServices 3,486 3,695 3,706 3,944 3,996 4,189Management of Companies andEnterprises 974 1,034 1,178 1,406 1,569 1,353Administrative and WasteServices 8,730 8,784 8,992 9,484 10,751 11,086Educational Services 798 1,016 1,256 1,518 1,685 1,739Health Care and SocialAssistance 8,538 8,821 9,092 9,533 10,094 11,403Arts, Entertainment andRecreation 876 831 840 997 958 954Accommodation and FoodServices 10,535 10,173 10,519 10,946 11,323 11,949Other Services 4,218 4,149 4,345 4,652 4,878 4,885Non-classifiable D1 5 1 4 14 12Government 9,150 19,367 9,597 20,266 20,696 20,777

Total 133,305 141,992 133,348 149,690 154,748 154,239

____________________________1

Publication of employment and wage data is withheld where a subsection consists of fewer than three reporting units or inwhich a single establishment accounts for 80% or more of an industry’s employment.

Source: Colorado Department of Labor and Employment, Labor Market Information, Quarterly Censusof Employment and Wages (QCEW) Colorado, Adams County Economic Development, Inc.

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Average Number of Employees Within SelectedIndustries Within the Denver MSA

Industry1 2002 2003 2004 2005 2006 2007Agriculture, Forestry,Fishing, Hunting 2,024 1,855 1,715 1,903 1,952 1,817Mining 5,127 4,977 5,141 5,093 6,193 7,584Utilities 3,758 3,588 3,627 3,710 3,752 3,483Construction 86,775 79,659 79,282 83,256 85,777 84,034Manufacturing 74,956 70,821 71,684 72,091 71,877 71,1044Wholesale Trade 65,068 62,673 61,982 62,566 64,539 66,010Retail Trade 122,675 120,298 120,474 123,825 124,192 125,524Transportation andWarehousing 44,090 43,112 43,674 43,418 43,474 44,494Information 60,094 54,470 51,314 48,424 47,705 1,817Finance and Insurance 68,357 69,124 69,498 70,555 71,986 7,584Real Estate, Rental andLeasing 25,830 26,095 26,167 25,968 26,210 3,483Professional and TechnicalServices 86,505 83,527 85,268 89,744 92,914 84,034Management of Companiesand Enterprises 14,889 16,167 17,652 19,581 21,524 71,044Administrative and WasteServices 79,912 77,318 79,613 82,048 84,596 66,010Educational Services 13,976 14,320 15,007 15,882 16,632 125,524Health Care and SocialAssistance 94,987 97,297 99,445 101,523 104,329 44,494Arts, Entertainment andRecreation 15,014 15,006 16,325 16,633 17,448 18,922Accommodation and FoodServices 94,076 93,785 95,880 98,586 101,689 105,682Other Services 36,027 35,276 35,324 35,178 35,335 36,029Non-classifiable 23 23 59 69 85 55Government 160,443 160,755 159,994 161,286 163,379 167,765

Total 1,156,608 1,132,149 1,141,129 1,163,344 1,187,594 1,778,440____________________1 Information provided herein reflects only those employers who are subject to State unemployment insurance laws.Source: Colorado Department of Labor and Employment, Labor Market Information, Quarterly Census of

Employment and Wages (QCEW) Colorado, Adams County Economic Development, Inc.

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The following table sets forth total labor force and unemployment in the County, the Denver-Aurora MSA and the State of Colorado.

Labor Force and Unemployment Rates

Adams County Denver-Aurora MSA Colorado

Year Labor Force

UnemploymentRate

LaborForce

UnemploymentRate

LaborForce

UnemploymentRate

2002 193,156 6.3% 1,255,535 5.9% 2,442,734 5.7%2003 199,805 7.2% 1,279,104 6.5% 2,475,718 6.1%2004 204,629 6.5% 1,298,359 5.8% 2,525,466 5.6%2005 210,296 5.8% 1,316,488 5.2% 2,568,101 5.1%2006 216,327 5.0% 1,354,492 4.4% 2,651,718 4.3%2007 223,583 4.3% 1,379,211 3.9% 2,705,557 3.8%20081 227,112 5.6% 1,401,649 5.2% 2,762,297 4.9%

Source: Colorado Department of Labor and Employment, Labor Market Information1

Figures are through September 2008.

Set forth in the following table are selected primary employers in the County. No independentinvestigation has been made of and no representation is made herein as to the financial condition of thecompanies listed below or the likelihood that such companies will maintain their status as majoremployers in the area. It is possible that there are other large employers in the County which are notincluded in the table.

Top Ten Employers in Adams County(As of August 31, 2008)

Company Type of Industry EstimatedEmployees

University of Colorado Hospital1 Hospital and research facility 3,700

The Children’s Hospital2 Hospital and research facility 3,000

United Parcel Service Parcel delivery service 2,900Corporate Express Office supply & furniture distribution 1,230Avaya Business communication systems 1,000DISH Network Satellite TV & equipment 850Westwood College of Technology Technical college 720T-Mobile Telecommunications 650Shamrock Foods Company Food 640St. Anthony Hospital North Health care 630

Source: Adams County Economic Development, Inc.

1University of Colorado’s hospital and research facility opened in Adams County during 20062The Children’s Hospital opened in Adams county in September of 2007

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Retail Sales. Annual retail sales figures as reported for State sales tax purposes for the County,the Denver MSA and the State are set forth below. These figures do not reflect significant new retaildevelopment that has recently occurred within the County, including but not limited to Larkridge inThornton, The Orchard Town Center and Prairie Center in Brighton. (See “The Local Economy - RecentDevelopment Activities” in this Appendix C for a description of these retail developments.)

Retail Sales(in thousands)

Year Adams County Denver MSA Colorado

2002 $ 7,842,614 $56,769,859 $103,777,621

2003 8,249,729 57,327,070 105,420,075

2004 9,229,137 62,192,706 114,280,780

2005 10,749,127 66,294,012 122,907,090

2006 11,541,437 71,798,917 133,531,307

2007 14,022,033 79,296,216 148,673,215____________________Source: State of Colorado Department of Revenue, “Sales Tax Statistics,” 2002-2007

Construction. Set forth in the following table are recent historical building permit statistics forthe County.

Building Permit Issuances for New Structures in Unincorporated Adams County

Single Family Multi-Family1 Commercial/Industrial

Year Permits Valuation Permits Valuation Permits Valuation2003 467 $50,274,278 3 $1,082,960 50 $14,654,2482004 608 51,837,457 4 2,046,750 63 20,543,6072005 408 46,244,599 14 6,121,078 44 15,262,7852006 303 38,304,012 7 3,428,702 53 20,773,0062007 101 23,519,968 7 1,373,076 24 20,182,50420082 38 10,878,806 3 739,004 20 6,416,011

____________________

Source: Adams County Public Works Department, Building Section1 A single multi-family building permit is typically issued for multiple residential dwelling units within a multi-

family housing complex.2

Figures are through October 31, 2008.

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Foreclosure Activity. The following table sets forth the number of foreclosures in the Countyduring the past ten years.

History of Foreclosures in Adams County

Year Foreclosures Percent Change1997 560 --

1998 649 15.89%

1999 655 0.92

2000 727 10.99

2001 799 9.90

2002 1,313 64.33

2003 1,899 44.63

2004 2,499 31.59

2005 3,281 31.29

2006 4,330 31.97

2007 6,210 43.41

20081 5,063 --

Source: Adams County Public Trustee’s Office.1 2008 figures are through November 30, 2008 and include only the number of completed foreclosures.

Transportation. All of Colorado’s interstate highways (I-25, I-70 and I-76) and their associatedloops (I-225 and I-270) converge in the County. In addition, US Highways 36, 287, 6 and 85 alsotraverse the County. The eastern segment of the Colorado 470 beltway around the Denver metropolitanarea (the E-470 toll road) runs through the County.

Adams County surrounds Denver International Airport, a full service regional airport located on a53-square mile site within the City and County of Denver. Front Range Airport, a general aviation,reliever airport for the Denver metropolitan area, is located approximately five miles southeast of DIA.

Union Pacific, Burlington Northern Santa Fe and Amtrak are national rail companies which servethe County.

Public transportation is available from the Regional Transportation District, which provides busand limited light rail service within the Denver metropolitan area.

Recent Development Activities. Significant recent commercial development projects in theCounty are expected to create additional jobs, property taxes and sales taxes in future periods. Theseprojects consist of the Fitzsimmons redevelopment project in Aurora, the Prairie Center in Brighton, theLarkridge development in Thornton and The Orchard Town Center in Westminster, each of which isdescribed below.

The Fitzsimons Life Sciences District and the University of Colorado-Denver Anschutz MedicalCampus (the “Fitzsimons/Anschutz Campus”) is located on approximately 578 acres in north Aurora nearHighway 225 and Colfax Avenue. The Fitzsimons/Anschutz Campus is being developed by theFitzsimons Redevelopment Authority, which was established in 1996 by the City of Aurora and theUniversity of Colorado in order to develop a campus of leading medical facilities and life sciencecompanies. Institutions that have recently re-located to the Fitzsimons/Anschutz Campus include theUniversity of Colorado Hospital, the University of Colorado Schools of Medicine, Pharmacy, Dentistry

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and Nursing, and the Children’s Hospital and Research Center. Continued development of theFitzsimons/Anschutz Campus is expected to occur over a 25 to 30 year period and is expected to be asignificant source of job growth, property taxes and sales taxes.

Prairie Center is a mixed-use project located on approximately 1,984 acres in Brighton, Colorado.Prairie Center is being developed by THF Realty in four phases. Development is underway on Phase I,which is expected to consist of a 950,000 square foot power center, 65,000 feet of which is dedicated topedestrian retail. Phase I currently consists of approximately 535,000 square feet of retail space, andtenants include Target, Home Depot, Lowe’s, Kohl’s and Office Depot. J.C. Penney is expected to openin the spring of 2009 as the anchor tenant of Phase II. Development of Phases III and IV of Prairie Centeris not expected to be completed until approximately 2020. If completed in accordance with existingplans, Prairie Center will consist of up to 3,000,000 square feet of retail space and a total of up to 4,500detached homes, condominiums and apartment units.

Larkridge is an outdoor retail center located on 240 acres in Thornton, Colorado at the crossroadsof I-25 and E-470. Larkridge is being developed by Jordon Perlmutter & Co., and its initial tenantsopened in late 2005. Major current tenants include Sears Grand, The Home Depot, Bed Bath & Beyond,Circuit City, Dick’s Sporting Goods, Office Max, and PetsMart. If completed in accordance with existingplans, Larkridge is expected to consist of up to 1,000,000 square feet of retail space.

The Orchard Town Center is a retail development located on approximately 215 acres inWestminster, Colorado. The Orchard Town Center is being developed by Forest City Commercial Groupand it is expected to consist of over 60 shopping, dining and entertainment venues totaling approximately983,000 square feet. Current tenants include AMC Orchard 12, AT&T, Finish Line, J.C. Penney,Macy’s, Lifetime Fitness, Staples and Target. REI-Recreational Equipment Inc. and Ross Dress For Lessare among the tenants expected to open in the spring of 2009.

Appendix D

APPENDIX D

GENERAL PURPOSE FINANCIAL STATEMENTS OF THE COUNTYFOR THE FISCAL YEAR ENDED DECEMBER 31, 2007

The following are the general purpose (or “liftable”) financial statements from the County’sComprehensive Annual Financial Report for the Fiscal Year Ended December 31, 2007, including theIndependent Auditor’s Report on General-Purpose Financial Statements. Supplementary schedules, as well asthe other financial statements, schedules and information referred to in the Auditor’s report, other than thegeneral purpose financial statements, are not included in this Appendix but are available upon request fromthe County or the Financial Advisor.

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APPENDIX EDTC BOOK-ENTRY SYSTEM

The information in this Appendix E concerning The Depository Trust Company (“DTC”) andDTC’s book-entry system has been obtained from sources the Issuer believes to be reliable, but the Issuertakes no responsibility for the accuracy thereof. The Beneficial Owners of the Series 2009 Certificatesshould confirm the following information with DTC or the DTC Participants.

NONE OF THE ISSUER, THE TRUSTEE, THE FINANCIAL ADVISOR OR THEUNDERWRITER WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY BENEFICIALOWNER WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTCOR ANY DTC PARTICIPANT, (2) THE SELECTION BY DTC OR ANY DTC PARTICIPANT OFTHE RECIPIENT OF PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE SERIES2009 CERTIFICATES, (3) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANYAMOUNT WITH RESPECT TO THE PRINCIPAL OF, OR INTEREST DUE WITH RESPECT TO,THE SERIES 2009 CERTIFICATES, (4) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BYDTC OR ITS NOMINEE AS THE OWNER OF SERIES 2009 CERTIFICATES OR (5) ANY OTHERMATTER.

General

DTC, New York, NY, will act as securities depository for the securities (the “Securities”). TheSecurities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’spartnership nominee) or such other name as may be requested by an authorized representative of DTC.One fully-registered Security certificate will be issued for each issue of the Securities, each in theaggregate principal amount of such issue and will be deposited with DTC. If, however, the aggregateprincipal amount of any issue exceeds $500 million, one certificate will be issued with respect to anyremaining principal amount of such issue.

DTC

DTC, the world’s largest securities depository, is a limited-purpose trust company organizedunder the New York Banking Law, a “banking organization” within the meaning of the New YorkBanking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning ofthe New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisionsof Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and moneymarket instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit withDTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and othersecurities transactions in deposited securities, through electronic computerized book-entry transfers andpledges between Direct Participants’ accounts. This eliminates the need for physical movement ofsecurities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers,banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-ownedsubsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding companyfor DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of whichare registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to theDTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers,banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship

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with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has Standard &Poor’s highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securitiesand Exchange Commission. More information about DTC can be found at www.dtcc.com andwww.dtc.org

Book-Entry System

Purchases of Securities under the DTC system must be made by or through Direct Participants,which will receive a credit for the Securities on DTC’s records. The ownership interest of each actualpurchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and IndirectParticipants’ records. Beneficial Owners will not receive written confirmation from DTC of theirpurchase. Beneficial Owners are, however, expected to receive written confirmations providing details ofthe transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participantthrough which the Beneficial Owner entered into the transaction. Transfers of ownership interests in theSecurities are to be accomplished by entries made on the books of Direct and Indirect Participants actingon behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing theirownership interests in Securities, except in the event that use of the book-entry system for the Securities isdiscontinued.

To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC areregistered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may berequested by an authorized representative of DTC. The deposit of Securities with DTC and theirregistration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficialownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s recordsreflect only the identity of the Direct Participants to whose accounts such Securities are credited, whichmay or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsiblefor keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by DirectParticipants to Indirect Participants, and by Direct Participants and Indirect Participants to BeneficialOwners will be governed by arrangements among them, subject to any statutory or regulatoryrequirements as may be in effect from time to time. Beneficial Owners of Securities may wish to takecertain steps to augment the transmission to them of notices of significant events with respect to theSecurities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents.For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding theSecurities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In thealternative, Beneficial Owners may wish to provide their names and addresses to the registrar and requestthat copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Securities within an issue arebeing redeemed, DTC’s practice is to determine by lot the amount of the interest of each DirectParticipant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect toSecurities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Underits usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date.The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants towhose accounts Securities are credited on the record date (identified in a listing attached to the OmnibusProxy).

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Redemption proceeds, distributions, and dividend payments on the Securities will be made toCede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’spractice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detailinformation from Issuer or Agent, on payable date in accordance with their respective holdings shown onDTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructionsand customary practices, as is the case with securities held for the accounts of customers in bearer form orregistered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, orIssuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Paymentof redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee asmay be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent,disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursementof such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, throughits Participant, to [Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing theDirect Participant to transfer the Participant’s interest in the Securities, on DTC’s records, to[Tender/Remarketing] Agent. The requirement for physical delivery of Securities in connection with anoption tender or a mandatory purchase will be deemed satisfied when the ownership rights in theSecurities are transferred by Direct Participants on DTC’s records and followed by a book-entry credit oftendered Securities to [Tender/Remarketing] Agents DTC account.

Discontinuance of Book-Entry System

DTC may discontinue providing its services as depository with respect to the Securities at anytime by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that asuccessor depository is not obtained, Security certificates are required to be printed and delivered.

Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (ora successor securities depository). In that event, Security certificates will be printed and delivered toDTC.

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APPENDIX FPROPOSED FORM OF CONTINUING DISCLOSURE UNDERTAKING

THIS CONTINUING DISCLOSURE UNDERTAKING (this “Disclosure Undertaking”) isexecuted and delivered by and between Adams County, Colorado (the “County”), and Wells Fargo Bank,N.A., as Dissemination Agent (the “Dissemination Agent”).

In consideration of the purchase of the Series 2009 Certificates (as defined below) by theUnderwriter (as defined below), the County and the Dissemination Agent agree as follows:

SECTION 1. Background. Purpose of the Undertaking. Certificates of Participation, Series2009, dated January 1, 2009, in the aggregate principal amount of $105,000,000 (the “Series 2009Certificates”) are being executed and delivered pursuant to a Declaration and Indenture of Trust dated asof January 1, 2009 (the “Indenture”), by Wells Fargo Bank, N.A. as trustee (the “Trustee”). The Series2009 Certificates evidence proportionate interests in the assignment of Base Rentals and other Revenuespayable under an annually renewable Lease Purchase Agreement dated as of January 1, 2009 (the“Lease”), between Adams County Detention Facility Leasing Trust 2009, as lessor, and the County, aslessee.

This Disclosure Undertaking is being executed and delivered in order to permit the Underwriterto comply with Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission (the“Commission”) under the Securities Exchange Act of 1934, as amended.

SECTION 2. Definitions. The definitions set forth in the Indenture or the Lease apply to anycapitalized term used in this Disclosure Undertaking unless otherwise defined in this Section. As used inthis Disclosure Undertaking, the following capitalized terms shall have the following meanings:

“Annual Financial Information” means the financial information or operating data, delivered atleast annually pursuant to Section 3 hereof, as described in EXHIBIT A attached hereto. AnnualFinancial Information may, but is not required to, include Audited Financial Statements and may beprovided in any format deemed convenient by the Dissemination Agent. Any financial statementsincluded in the Annual Financial Information shall be prepared in accordance with generally acceptedaccounting principles (“GAAP”) and the Governmental Accounting Standards Board (“GASB”). Suchfinancial statements may, but are not required to be, Audited Financial Information.

“Audited Financial Statements” means the annual financial statements for the County, prepared inaccordance with GAAP for governmental units as prescribed by GASB, which financial statements havebeen audited by such auditor as shall be then required or permitted by the laws of the State of Colorado.

“County Representative” means the Finance Director of the County, or such person’s designee,and successors in function, if any.

“Dissemination Agent” means the Dissemination Agent hereunder, or any successorDissemination Agent designated in writing by the County Representative and which has filed with theTrustee a written acceptance of such designation.

“Events” means any of the events listed in Section 4(a) of this Disclosure Undertaking.

“Material Event Notice” means written or electronic notice of a Material Event.

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“MSRB” means the Municipal Securities Rulemaking Board. The current address of the MSRBis 1640 King Street, #300, Alexandria, Virginia 22314; fax 703-683-1930.

“NRMSR” means a nationally recognized municipal securities information repository, asrecognized from time to time by the Securities and Exchange Commission by no action letter for thepurposes referred to in Rule 15c2-12. The list of current NRMSRs is provided atwww.sec.gov/info/municipal/nrmsir.htm.

“Official Statement” means the final Official Statement dated January 20, 2009, together with anysupplements thereto prior to the date the Series 2009 Certificates are executed and delivered, prepared inconnection with the original execution, delivery and sale of the Series 2009 Certificates.

“Owner(s) of the Series 2009 Certificates” means the registered owners of the Series 2009Certificates, and so long as the Series 2009 Certificates are subject to a book entry system, any personwho through any contract, arrangement or otherwise, has or shares investment power with respect to theSeries 2009 Certificates, which includes the power to dispose, or direct the disposition, of the Series 2009Certificates.

“Repositories” means each NRMSR and the State Repository.

“Repository Agent” shall mean any filing system approved by the SEC for transmission of filingsunder the Rule for submission to the Repositories, including without limitation the central post officeknown as DisclosureUSA, currently managed by the Municipal Advisory Council of Texas and locatedon the Internet at the website www.DisclosureUSA.org.

“Rule 15c2-12” means Rule 15c2-12 adopted by the Commission under the Securities ExchangeAct of 1934, as the same may be amended from time to time.

“State Repository” means the public or private repository or entity, if any, designated by the Stateof Colorado as a state information depository for purposes of Rule 15c2-12. As of the date of thisDisclosure Undertaking, there is no State Repository for the State of Colorado.

“Underwriter” means the underwriter of the Series 2009 Certificates which is required to complywith Rule 15c2-12 in connection with the offering of the Series 2009 Certificates.

SECTION 3. Provision of Annual Financial Information.

(a) Commencing with the Fiscal Year ended December 31, 2008, and annuallyduring the term of this Disclosure Undertaking, the County shall provide to the Dissemination AgentAnnual Financial Information and Audited Financial Statements. The Annual Financial Information shallinclude the written representation of the County Representative that the Annual Financial Information isthe Annual Financial Information required under this Disclosure Undertaking.

(b) Such Annual Financial Information shall be provided by the County to theDissemination Agent not later than 210 days after the end of each Fiscal Year. If not provided as a part ofthe Annual Financial Information, the Audited Financial Statements shall be provided by the County tothe Dissemination Agent when available, but in no event later than 210 days after the end of each FiscalYear.

(c) The County Representative may provide to the Dissemination Agent AnnualFinancial Information and Audited Financial Statements by specific cross-reference to other documents

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which have been submitted to the Repositories or filed with the Commission. If the document soreferenced is a final official statement within the meaning of Rule 15c2-12, such final official statementmust be available from the MSRB. The County Representative shall clearly identify each such otherdocument provided by cross-reference.

(d) Within four (4) business days of the date on which it receives Annual FinancialInformation and Audited Financial Statements, the Dissemination Agent shall provide to the Repositoriessuch Annual Financial Information and Audited Financial Statements.

(e) If the Dissemination Agent has not received the Annual Financial Informationand the Audited Financial Statements by the date required in subsection (b), the Dissemination Agentshall immediately send a notice of the failure of the County to timely provide the Annual FinancialInformation and the Audited Financial Statements to the County Representative. If the CountyRepresentative fails to respond to such notice within 30 days of the receipt of such notice by providing tothe Dissemination Agent the Annual Financial Information and the Audited Financial Information, theDissemination Agent shall send a notice of the failure of the County to timely provide the AnnualFinancial Information and the Audited Financial Statements to the MSRB and the Repositories insubstantially the form attached as EXHIBIT B.

(f) The Dissemination Agent shall file a report with the Trust and the Countycertifying that the Annual Financial Information and the Audited Financial Statements have beenprovided pursuant to this Disclosure Undertaking, setting forth the date so provided and all entities towhich so provided.

(g) The Dissemination Agent is acting solely in an agency capacity under thisDisclosure Undertaking and shall have no liability or responsibility for the form, content, accuracy orcompleteness of the Annual Financial Information or the Audited Financial Information.

SECTION 4. Reporting of Events.

(a) This Section 4 shall govern the giving of notices of the occurrence of any of thefollowing Events with respect to the Series 2009 Certificates, if material:

(1) Principal and interest payment delinquencies.

(2) Non-payment related defaults.

(3) Unscheduled draws on the Reserve Fund created under the Indenture orany insurance policy or surety bond relating thereto reflecting financial difficulties.

(4) Unscheduled draws on any credit enhancement relating to the Series2009 Certificates reflecting financial difficulties.

(5) Substitution of credit or liquidity providers, or their failure to perform.

(6) Adverse tax opinions or other event affecting the tax-exempt status of theSeries 2009 Certificates.

(7) Modifications to rights of the Owners of the Series 2009 Certificates.

(8) Notice of optional or unscheduled redemption of any Series 2009Certificates.

(9) Defeasance of the Series 2009 Certificates or any portion thereof.

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(10) Release, substitution or sale of property securing repayment of the Series2009 Certificates.

(11) Rating changes.

(b) Whenever the Trustee obtains actual knowledge of the occurrence of an Event,the Trustee shall contact the Dissemination Agent and the County Representative as soon as possible torequest that the County Representative determine if such Event would constitute material information forOwners of Series 2009 Certificates. For the purpose of this Disclosure Undertaking, “actual knowledge”of the occurrence of such Events shall mean actual knowledge by the officer at the office of the Trusteewith regular responsibility for the administration of matters related to the Indenture.

(c) Whenever the County Representative obtains knowledge of the occurrence of anEvent, including notice from the Trustee pursuant to Section 4(b), the County Representative shall assoon as possible determine if such Event would constitute material information for Owners of Series 2009Certificates, provided that any Event under subsections 4(a)(8), (9) and (11) will always be deemed to bematerial. If the County Representative determines that knowledge of the occurrence of an Event wouldconstitute material information for Owners of Series 2009 Certificates, the County Representative shallinstruct the Dissemination Agent in writing to report the occurrence pursuant to subsection 4(d). If inresponse to a request under subsection 4(b), the County Representative determines that the occurrence ofthe Event would not constitute material information for Owners of the Series 2009 Certificates, theCounty Representative shall instruct the Dissemination Agent in writing not to report the occurrencepursuant to subsection 4(d).

(d) If the Dissemination Agent has been instructed in writing by the CountyRepresentative to report the occurrence of an Event, the Dissemination Agent shall file, in a timelymanner, a notice of such occurrence with the MSRB and the Repositories.

(e) Notwithstanding the foregoing, notice of Events described in subsections 4(a)(8)and (9) need not be given under this Section any earlier than the notice (if any) of the underlying event isgiven to Owners of affected Series 2009 Certificates pursuant to the Indenture.

SECTION 5. Repository Agent.

Any filing or notice required to be given under this Disclosure Undertaking to any Repositorymay be made solely by transmitting such filing or notice to the Texas Municipal Advisory Council (the“MAC”) as provided at http://www.disclosureUSA.org unless the United States Securities and ExchangeCommission has withdrawn the interpretive advice in its letter to the MAC dated September 7, 2004.

SECTION 6. Term. This Disclosure Undertaking shall be in effect from and after theexecution and delivery of the Series 2009 Certificates and shall extend to the earlier of (a) the date allprincipal and interest on the Series 2009 Certificates shall have been deemed paid pursuant to the terms ofthe Indenture; (b) the date that the County shall no longer constitute an “obligated person” within themeaning of Rule 15c2-12; and (c) the date on which those portions of Rule 15c2-12 which require thisDisclosure Undertaking are determined to be invalid by a court of competent jurisdiction in a non-appealable action have been repealed retroactively or otherwise do not apply to the Series 2009Certificates, which determination shall be evidenced by an opinion of counsel selected by the CountyRepresentative, copies of which opinion shall be delivered to the Dissemination Agent, the Trustee andthe Underwriter.

The Dissemination Agent shall file a notice of any termination of this Disclosure Undertakingwith the Repositories and the MSRB.

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SECTION 7. Amendment; Waiver. Notwithstanding any other provision of this DisclosureUndertaking, the Dissemination Agent and the County may amend this Disclosure Undertaking and anyprovision of this Disclosure Undertaking may be waived (a) if such amendment occurs prior to the actualexecution and delivery of the Series 2009 Certificates and the Underwriter consents thereto, (b) if suchamendment is consented to by the Owners of no less than a majority in aggregate principal amount of theSeries 2009 Certificates obtained in the manner prescribed by the Indenture or (c) if such amendment orwaiver is otherwise consistent with Rule 15c2-12. Written notice of any such amendment or waiver shallbe provided by the Dissemination Agent to the Repositories and the MSRB and the Annual FinancialInformation shall explain the reasons for the amendment and the impact of any change in the type ofinformation being provided.

SECTION 8. Additional Information. Nothing in this Disclosure Undertaking shall bedeemed to prevent the Dissemination Agent or the County from disseminating any other information,using the means of dissemination set forth in this Disclosure Undertaking or any other means ofcommunication, or including any other annual information or notice of occurrence of an event which isnot an Event, in addition to that which is required by this Disclosure Undertaking; provided that neitherthe Dissemination Agent nor the County shall be required to do so. If the Dissemination Agent or theCounty chooses to include any annual information or notice of occurrence of an event in addition to thatwhich is specifically required by this Disclosure Undertaking, neither the Dissemination Agent nor theCounty shall have any obligation under this Disclosure Undertaking to update such information or includeit in any future annual filing or notice of occurrence of an Event.

SECTION 9. Default and Enforcement. If the Dissemination Agent or the County fails tocomply with any provision of this Disclosure Undertaking, any Owner of any Series 2009 Certificate maytake action to seek specific performance by court order, to compel the Dissemination Agent or the Countyto comply with their respective obligations under this Disclosure Undertaking; provided that any Ownerof Series 2009 Certificates seeking to require compliance with this Disclosure Undertaking shall firstprovide to the Dissemination Agent and the County at least 30 days’ prior written notice of theDissemination Agent’s, the Trustee’s or the County’s failure, giving reasonable details of such failure,following which notice the Dissemination Agent or the County shall have 30 days to comply. A defaultunder this Disclosure Undertaking shall not be deemed an Event of Default under the Lease, the Indentureor the Series 2009 Certificates, and the sole remedy under this Disclosure Undertaking in the event of anyfailure of the Dissemination Agent or the County to comply with this Disclosure Undertaking shall be anaction to compel performance.

SECTION 10. Dissemination Agent.

(a) The present or any future Dissemination Agent may resign by giving the Countywritten notice of such resignation. The County may discharge the present or any future DisseminationAgent by giving written notice of such discharge. Resignation or discharge shall take effect immediatelyupon the appointment of a successor Dissemination Agent, but in no event earlier than 30 days after suchwritten notice has been given. The County may appoint any successor Dissemination Agent. The newDissemination Agent shall forthwith give notice thereof to the Repositories and the MSRB.

(b) If the Dissemination Agent also serves as the Trustee:

(1) the Dissemination Agent may resign or be discharged under thisDisclosure Undertaking without resigning or being removed or discharged as Trustee under theIndenture; and

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(2) no provision of this Disclosure Undertaking shall limit the duties orobligations of the Trustee under the Indenture.

(c) The Dissemination Agent shall have only such duties as are specifically set forthin this Disclosure Undertaking. The Dissemination Agent shall have no liability for the County’s failureto perform its obligations under this Disclosure Undertaking and shall have no duty or obligation toreview any information provided to it hereunder and shall not be deemed to be acting in a fiduciarycapacity.

SECTION 11. Beneficiaries. This Disclosure Undertaking shall inure solely to the benefit ofthe County, the Dissemination Agent, the Underwriter and Owners from time to time of the Series 2009Certificates, and shall create no rights in any other person or entity.

Date: January 27, 2009 ADAMS COUNTY, COLORADO

By: __________________________________Chair, Board of County Commissioners

WELLS FARGO BANK, N.A.as Dissemination Agent

By:___________________________________Authorized Officer

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EXHIBIT AANNUAL FINANCIAL INFORMATION

“Annual Financial Information” means (1) annual audited financial statements and (2) financialinformation and operating data with respect to the County substantially similar to the type set forth inAPPENDIX C to the Official Statement in the tables captioned “Statement of General Fund Revenues,Expenditures and Changes in Fund Balance Budget and Actual For the Year Ended December 31, 2007,”“Adams County, Colorado 2008 Original General Fund Budget Summary,” “Property Tax Levies andCollections Last Eight Years,” “Assessed/Actual Valuation of Taxable Property Last Ten Years andComputation of Direct, Overlapping and Underlying Long-Term Debt.”

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EXHIBIT BNOTICE OF FAILURE TO FILE ANNUAL FINANCIAL

INFORMATION AND AUDITED FINANCIAL STATEMENTS

Name of Obligated Person: Adams County, Colorado (the “County”)

Name of Securities: $105,000,000 Certificates of Participation,Series 2009, Evidencing Proportionate Interestsin the Assignment of Base Rentals and OtherRevenues Under an Annually Renewable LeasePurchase Agreement between the AdamsCounty Detention Facility Leasing Trust 2009,as lessor, and Adams County, Colorado, aslessee

Date of Execution and Delivery: January 27, 2009

NOTICE IS HEREBY GIVEN that the County has not provided Annual Financial Informationand Audited Financial Statements with respect to the above-referenced Lease and related Series 2009Certificates as required by the Continuing Disclosure Undertaking dated January 27, 2009, between theCounty and Wells Fargo Bank, N.A., as Dissemination Agent. The County has represented to theDissemination Agent that the County anticipates that the Annual Financial Information and AuditedFinancial Statements will be filed by _____________, _____.

Dated: ________________, _____

WELLS FARGO BANK. N.A., as Dissemination Agent

By: __________________________Its Authorized Officer