HomeMy WebLinkAbout20131020.tiffEMERGENCY
ORDINANCE NO. 248
IN THE MATTER OF AN EMERGENCY ORDINANCE WITH RESPECT TO THE BOARD OF
TRUSTEES FOR NORTH COLORADO MEDICAL CENTER AND NCMC, INC.; APPROVING
THE CONTINUED LEASING OF CERTAIN HOSPITAL FACILITIES BY THE COUNTY TO THE
COLORADO HEALTH FACILITIES AUTHORITY; APPROVING THE CONTINUED LEASING
OF SUCH HOSPITAL FACILITIES BY THE COLORADO HEALTH FACILITIES AUTHORITY
TO THE BOARD OF TRUSTEES FOR NORTH COLORADO MEDICAL CENTER AND A
FIRST RESTATED LEASE; APPROVING THE INCURRENCE OF REVENUE DEBT BY THE
HOSPITAL THROUGH THE FIRST RESTATED LEASE RELATED TO THE ISSUANCE BY
THE COLORADO HEALTH FACILITIES AUTHORITY OF ITS HOSPITAL REVENUE
REFUNDING BONDS (NCMC, INC. PROJECT) SERIES 2013; APPROVING THE
CONTINUED SUBLEASING OF SUCH HOSPITAL FACILITIES BY THE HOSPITAL TO
NCMC, INC.; AND ALSO MAKING OTHER PROVISIONS IN CONNECTION WITH THE
FOREGOING
BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF
WELD, STATE OF COLORADO:
WHEREAS, the Board of County Commissioners of the County of Weld, State of
Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with
the authority of administering the affairs of Weld County, Colorado, and
WHEREAS, the County is a Home Rule County, organized and existing under the
Constitution and the laws of the State of Colorado, and
WHEREAS, under the provisions of Title 25, Article 3, Part 3, of the Colorado Revised
Statutes, entitled "County Hospitals, Establishment," the Board of County Commissioners (the
"Board") of the County established a body corporate under the name of "Board of Trustees for
Weld County General Hospital," now known as the Board of Trustees for North Colorado Medical
Center (the "Hospital"), which operates or causes to be operated the North Colorado Medical
Center (the "Hospital Facilities") located on land owned by the County, and
WHEREAS, the County, pursuant to ordinances previously adopted and approved (the
"Original Ordinances"), has previously leased certain real property (the "Land") containing the
Hospital Facilities to the Colorado Health Facilities Authority (the "Authority") pursuant to a
Restated Ground Lease, dated as of July 1, 2012, between the County and the Authority (the
"Restated Ground Lease"), in connection with the issuance by the Authority of various of its
revenue bonds for the benefit of the Hospital (the "Prior Bonds") pursuant to a Restated Trust
Indenture, dated as of July 1, 2012 (the "Restated Indenture"), and
WHEREAS, the Authority has leased the Land and the Hospital Facilities to the Hospital
pursuant to a Restated Lease, dated as of July 1, 2012, between the Authority and the Hospital
and accepted and approved by the County (the "Restated Lease"); and
WHEREAS, the County has previously, pursuant to the Original Ordinances, approved
the issuance of various of the Prior Bonds and related indebtedness of the Hospital, and the
documentation related thereto, and
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Steve Morena, Clerk and Recorder, Weld Count Y, CO
2013-1020
ORD248
RE: ORDINANCE NO. 248
PAGE 2
WHEREAS, the Hospital has sublet the Hospital Facilities to the Corporation pursuant to a
Restated Operating Sublease, dated as of July 1, 2012 (the "Restated Sublease"), and
WHEREAS, the Authority has agreed to issue its Hospital Revenue Refunding Bonds
(NCMC, Inc. Project) Series 2013 (the "Series 2013 Bonds") to (i) refinance the Authority's
Hospital Revenue Bonds (NCMC, Inc. Project) Series 2008A and Series 2008B (collectively, the
"Series 2008 Bonds") and its Hospital Revenue Refunding Bonds (NCMC, Inc. Project) Series
2009 (the "Series 2009 Bonds"), and (ii) pay certain costs associated with the issuance of the
Series 2013 Bonds; and
WHEREAS, the Corporation has guaranteed the payment of the principal of, premium, if
any, and interest on the Prior Bonds, the Series 2013 Bonds, and any Additional Bonds pursuant
to the terms and conditions of a First Restated Guaranty Agreement between the Corporation and
the Trustee, and
WHEREAS, Banner Health operates the Hospital Facilities pursuant to an operating
agreement with the Corporation, and Banner Health has guaranteed the payment of the principal
of, premium, if any, and interest on the Prior Bonds and the Series 2013 Bonds pursuant to the
terms and conditions of and to the extent provided in various limited guaranty agreements
between Banner and the Trustee, and
WHEREAS, the Hospital desires that the Authority provide the Hospital with the proceeds
of the Series 2013 Bonds in order to refinance the Series 2008 Bonds and the Series 2009 Bonds,
and pay certain costs associated with the issuance of the Series 2013 Bonds, and
WHEREAS, in connection with the issuance of the Series 2013 Bonds, the parties to the
Restated Lease and the Restated Indenture desire to further restate each of those respective
documents to incorporate the provisions with respect to the Series 2013 Bonds for ease and
convenience of reference, and make the changes therein necessary and desirable for the
issuance of the Series 2013 Bonds, and
WHEREAS, the County desires to approve the incurrence of revenue debt by the Hospital
through the First Restated Lease and the issuance by the Authority of the Series 2013 Bonds
related thereto and the execution of the documentation in connection therewith, and
WHEREAS, there has been presented to the Board at its meeting the following
documents:
(a) form of the First Restated Lease;
(b) form of First Restated Indenture; and
(c) form of resolution of the Hospital notifying the County of its intent to issue revenue
debt.
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2013-1020
ORD248
RE: ORDINANCE NO. 248
PAGE 3
NOW, THEREFORE, BE IT ORDAINED by the Board of County Commissioners of Weld
County, Colorado as follows:
This is an emergency ordinance which shall be effective on adoption as provided in
Article III, Section 3-14, of the County's Home Rule Charter. Public Notice of this Ordinance
shall be given forthwith. Without such procedure, the Ordinance could not be considered and
finally adopted so as to accommodate a sale of the Series 2013 Bonds when interest rates are
most favorable and in the time necessary to allow timely refinancing of the Series 2008 Bonds and
the Series 2009 Bonds.
Section 1. First Restated Lease. The Board does hereby acknowledge notice of the
Hospital's intention to incur revenue debt, and does hereby approve and authorize the incurrence
of revenue debt by the Hospital in an amount not to exceed $82 million pursuant to the First
Restated Lease which provides for payment of the Series 2013 Bonds issued by the Authority
under the First Restated Indenture. The First Restated Lease, whereby the Hospital Facilities,
and any additions thereto, will be leased by the Authority to the Hospital and with rentals payable
thereunder as provided in the First Restated Lease, is hereby approved and shall be in
substantially the form thereof now before this meeting with such changes therein as shall be
approved by the officers of the Hospital executing the same, the execution to constitute
conclusive evidence of the approval of any such changes or revisions therein from the form of the
First Restated Lease now before this meeting; and the consent contained in the First Restated
Lease (which shall represent the notice of no objection to the incurrence of revenue debt) shall be
executed on behalf of the County by the Chair or Chair Pro-Tem of the Board, sealed with the seal
of the County, and attested to by the Clerk or Deputy Clerk to the Board.
Section 2. Enterprise. The Board has treated, and continues to treat, the Hospital as
an "enterprise" for the purposes of Section 20 of Article X of the Colorado Constitution.
Section 3. Other Matters. The Board hereby approves the Hospital entering into all
tax and miscellaneous closing documents and, if necessary, an amendment or restatement of the
Restated Sublease in connection therewith.
Section 4. Further Action. The Board further authorizes the officers of the Board or
any County Commissioner to take all action necessary or reasonably required to carry out the
transactions contemplated by this Ordinance, including without limitation, the execution and
delivery of such other documents, including an amendment or restatement of the Restated
Sublease, and closing documents necessary in connection with such transactions.
Section 5. No Liability of County or Board. It is further understood and agreed that
the Series 2013 Bonds to be issued by the Authority do not constitute a debt or liability of this
County and that the County is not obligated to make lease payments to the Authority, and neither
taxpayer funds, nor any funds of the County, will be used to pay the principal of, interest, or
redemption premium on any of the Authority's Series 2013 Bonds. No portion of this Ordinance
shall be deemed to constitute a waiver of any immunities the Board or their officers or employees
may possess, nor shall any portion of this Ordinance be deemed to have created a duty of care
with respect to any persons or entities not a party to the Restated Ground Lease, the First
Restated Indenture, the First Restated Lease, the Restated Sublease or any other document
related thereto.
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Steve Moreno, Clerk and Recorder, Weld County, CO
1111 �4�111�'��id41 `I��,Ir: ��I R+f�Y�1 J ' I��Wrh 11111 ORD248
RE: ORDINANCE NO. 248
PAGE 4
Section 6. Public Notice. That public notice of the adoption of this emergency
ordinance shall forthwith be given by the Clerk to the Board after passage.
BE IT FURTHER ORDAINED by the Board of County Commissioners of Weld County,
Colorado, that pursuant to Article III, Section 3-14(c), of the Weld County Home Rule Charter, the
Board of County Commissioners finds, and hereby declares, this Ordinance to be an Emergency
Ordinance as closing on the Colorado Health Facilities Authority Hospital Revenue Refunding
Bonds (NCMC, Inc. Project), Series 2013, is scheduled to take place as soon as reasonably
possible and its immediate passage is necessary to obtain a favorable interest rate on the Series
2013 Bonds, and is necessary for the preservation and protection of the public health and welfare.
BE IT FURTHER ORDAINED by the Board if any section, subsection, paragraph, sentence,
clause, or phrase of this Ordinance is for any reason held or decided to be unconstitutional, such
decision shall not affect the validity of the remaining portions hereof. The Board of County
Commissioners hereby declares that it would have enacted this Ordinance in each and every
section, subsection, paragraph, sentence, clause, and phrase thereof irrespective of the fact that
any one or more sections, subsections, paragraphs, sentences, clauses, or phrases might be
declared to be unconstitutional or invalid.
The above and foregoing Ordinance Number 248 was, on motion duly made and
seconded, adopted by the following vote on the 29th day of April, A.D., 2013.
BOARD OFmCOUNTY COMMISSIONERS
WELDc5OUTY,COLORADO
ATTEST:
Weld County Clerk to the Board
ounty torney
-7
%/Mem .�Carcia, Chair
Barba'a Kirkmeyer
Read and Approved: April 29, 2013
Publication: May 3, 2013, in the Greeley Tribune
Effective: April 29, 2013
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Steve Moreno, Clerk and Recorder, Weld County, CO
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2013-1020
ORD248
D ECIELIVED
AUG 2 8 2013
SUSAN A. SHERMAN
susan.sherman@kutakrock.com
(303)297-2400
VIA FEDEX
Bruce Barker, Esq.
Weld County, Colorado
1150 O Street
Greeley, CO 80632
Dear Mr. Barker,
KUTAK ROCK LLP
SUITE 3100
1801 CALIFORNIA STREET
DENVER, COLORADO 80202-2626
303-297-2400
FACSIMILE 303-292-7799
www.kutakrock.com
August 27, 2013
$82,000,000
Colorado Health Facilities Authority
Hospital Revenue Refunding Bonds
(NCMC, Inc. Project)
Series 2013
ATLANTA
CHICAGO
FAYETTEVILLE
IRVINE
KANSAS CITY
LITTLE ROCK
LOS ANGELES
MINNEAPOLIS
OKLAHOMA CITY
OMAHA
PHILADELPHIA
RICHMOND
SCOTTSDALE
WASHINGTON
WICHITA
Enclosed please find one CD transcript of the above referenced financing. Please let me
know if you require anything else.
Sincerely,
Susan A. Sherman
Paralegal
Enclosures
4849-9750-5557.1
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