RESOLUTION NO. CC98-687

RE: A RESOLUTION CONCERNING THE REFINANCING OF SINGLE FAMILY MORTGAGE REVENUE BONDS; DELEGATING TO THE COLORADO HOUSING AND FINANCE AUTHORITY THE POWERS TO ISSUE REFUNDING REVENUE BONDS OR OTHER REFUNDING OBLIGATIONS IN ORDER TO EFFECT SUCH REFINANCING, AND AUTHORIZING THE EXECUTION AND DELIVERY OF A DELEGATION AGREEMENT AND FUNDS EXCHANGE AGREEMENTS IN CONNECTION THEREWITH; DIRECTING THE TRUSTEE FOR SUCH BONDS TO EXECUTE AND DELIVER SUCH FUNDS EXCHANGE AGREEMENTS; PROVIDING OTHER DETAILS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, Jefferson County, Colorado (the "Issuer") previously has issued the single family mortgage revenue bonds identified on Exhibit A hereto (the "Bonds") pursuant to the County and Municipality Development Revenue Bond Act, constituting Article 3 of Title 29, Colorado Revised Statutes (the "Project Act"), in order to finance, refinance, acquire, own, lease, improve and dispose of properties to the end that more adequate residential housing facilities for low- and middle-income families and persons may be provided, which promote the public health, welfare, safety, convenience and prosperity; and

WHEREAS, the Project Act and Part 2 of Article 1 of Title 29, Colorado Revised Statutes, provide, in effect, that any county or municipality may by resolution or ordinance delegate to any other county, municipal authority or political subdivision its authority under the Project Act to refinance projects or bonds originally financed under the Project Act; and

WHEREAS, the Issuer desires to delegate to the Colorado Housing and Finance Authority (the "Authority"), its powers under the Project Act to issue refunding revenue bonds or other refunding obligations to be used to pay at maturity and/or redeem prior to maturity the principal of the Bonds as the same becomes due and payable from time to time during the years 1998 and 1999: and

WHEREAS, the Authority desires to accept such delegation; and

WHEREAS, it is necessary to evidence such delegation and the acceptance of such delegation by the execution and delivery of a Delegation Agreement between the Authority and the Issuer, substantially in the form attached hereto as Exhibit B (the "Delegation Agreement"); and

WHEREAS, in order to increase the availability of adequate affordable housing for low- and moderate-income persons and families within the jurisdiction of the Issuer and elsewhere in the State of Colorado, it is necessary in connection with each refunding of any of the Bonds during the years 1998 and 1999 to authorize the exchange of certain funds held by the trustee for such Bonds for certain funds to be held by the trustee for such refunding obligations of the Authority, each of which exchanges is to be evidenced by a Funds Exchange Agreement substantially in the form attached hereto as Exhibit C (the "Funds Exchange Agreement") either between the trustee for such Bonds and the Authority or among the trustee for such Bonds, the Authority and the trustee for such refunding obligations of the Authority.

NOW, THEREFORE, BE IT RESOLVED, BY JEFFERSON COUNTY, COLORADO:

Section 1. In order to ensure the refinancing of a portion of the Bonds by the Authority from time to time during the years 1998 and 1999 it is deemed necessary and advisable that the Delegation Agreement be approved, executed and delivered by and on behalf of the Issuer, and that the form of the Funds Exchange Agreement be approved for completion, execution and delivery in connection with each refunding of any Bonds during the years 1998 and 1999.

Section 2. The form, terms and provisions of the Delegation Agreement hereby are approved and the officers of the Issuer hereby are authorized and directed to execute and deliver the Delegation Agreement, with such changes therein as are approved by the officers of the Issuer executing the Delegation Agreement. The execution of the Delegation Agreement shall be conclusive evidence of the approval by the Issuer of such document in accordance with the terms hereof.

Section 3. The form, terms and provisions of the Funds Exchange Agreement hereby are approved and the officers of the Issuer hereby are authorized and directed to execute and deliver a Funds Exchange Agreement in connection with each refunding of any Bonds during the years 1998 and 1999, with such changes therein as are approved by the officers of the Issuer executing such Funds Exchange Agreement. The execution of any Funds Exchange Agreement shall be conclusive evidence of the approval by the Issuer of such document in accordance with the terms hereof.

Section 4. Each trustee for each series of the Bonds is hereby authorized and directed to execute and deliver a Funds Exchange Agreement in connection with each refunding during the years 1998 and 1999 of any Bonds for which it acts as trustee, to release such information to the Authority and the trustee for the refunding obligations and to take such other steps or actions as may be necessary, useful or convenient to effect the aforesaid exchange of funds in accordance with such Funds Exchange Agreement and this resolution.

Section 5. The officers of the Issuer shall take such other steps or actionsnecessary or reasonably required to carry out the terms and intent of this Resolution, the Delegation Agreement and each Funds Exchange Agreement.

Section 6. If any section, paragraph, clause or provisions of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution.

Section 7. All action not inconsistent with the provisions of this Resolution heretofore taken by the governing body and the officers of the Issuer directed toward the authorization of the Delegation Agreement and any Funds Exchange Agreement hereby are ratified, approved and confirmed.

Section 8. This Resolution shall be in full force and effect upon its passage and adoption.

PASSED, ADOPTED AND APPROVED this 17th of November, 1998.

Commissioner Holloway seconded the adoption of the foregoing Resolution. The roll having been called, the vote was as follows:

Commissioner John P. Stone Aye

Commissioner Patricia B. Holloway Aye

Commissioner Michelle Lawrence, Chairman Aye

The Resolution was adopted by unanimous vote of the Board of County Commissioners of the County of Jefferson, State of Colorado.

Dated: November 17, 1998

EXHIBIT A

Jefferson County Colorado

Single Family Mortgage Revenue Bonds, Series 1991A

TRUSTEE: U.S. Bank

P. O. Box 5168

Denver, CO 80217

(303)585-4900

EXHIBIT B

(Attach Form of Delegation Agreement)

EXHIBIT C

(Attach Form of Funds Exchange Agreement)