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Home My WebLink About20131210.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 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 2013-1210 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. 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 -Tern 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. 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. Read and Approved: April 29, 2013 Publication: May 3, 2013, in the Greeley Tribune Effective: April 29, 2013 EMERGENCY 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 COLO- RADO HEALTH FACILITIES AUTHORITY; APPROVING THE CONTINUED LEASING OF SUCH HOSPITAL FACILITIES BY THE COLORADQHEALTH FACILITIES AUTHORITY TO THE BOARD OF TRUSTEES FOR NORTH COLORADO MEDICAL CENTER AND A FIRST RESTAT- ED LEASE; APPROVING THE INCURRENCE OF REVENUE DEBT BY THE HOSPITAL THROUGH THE FIRST RESTATED LEASE RELATED TO THE ISSUANCE BY THE COLO- RADO 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 OTH- ER 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, pursu- ant 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 e body corporate under the name of "Board of Trustees for Weld County Gen- eral Hospital,' now known as the Board of Trustees for North Colorado Medical Center (the "Hos- pital"), which operates or douses 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 Facil- ities 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 accept- ed and approved by the County (the "Restated Lease"); and • WHEREAS, the County has previously, pursuant to the Original Ordinances, epproeed the issu- ance of various of the Prior Bonds and related indebtedness of the Hospital, and the documenta- tion related thereto, and • WHEREAS, the Hospital has sublet the. Hospital Facilities to the Corporation pursuant to a Restat- ed Operating Sublease, dated as of July 1, 2012 (the "Restated Sublease"), end 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 20088 (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 Bondspursuant 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 Bands 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 (Is 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 intent to issue revenue debt. • 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 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 authorize revenue debt, and does hereby approve and auorize 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 thesame, the execution to constitute conclusive evidence of the approvalof 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 Affidavit of Publication STATE OF COLORADO County of Weld, I Desirea Larson SS. of said County of Weld, being duly sworn, say that I am an advertising clerk of THE GREELEY TRIBUNE, that the same is a daily newspaper of general circulation and printed and published in the City of Greeley, in said county and state; that the notice or advertisement, of which the annexed is a true copy, has been published in said daily newspaper for consecutive (days): that the notice was published in the regular and entire issue of every number of said newspaper during the period and time of publication of said notice, and in the newspaper proper and not in a supplement thereof; that the first publication of said notice was contained in the Third day of May A.D. 2013 and the last publication thereof: in the issue of said newspaper bearing the date of the Third day of May A.D. 2013 that said The Greeley Tribune has been published continuously and uninterruptedly during the period of at least six months next prior to the first issue thereof contained said notice or advertisement above referred to; that said newspaper has been admitted to the United States mails as second-class matter under the provisions of the Act of March 3,1879, or any amendments thereof; and that said newspaper is a daily newspaper duly qualified for publishing legal notices and advertisements within the meaning of the laws of the State of Colorado. May 3, 2013 Total Charges: $52.14 a1PASY1 3rd day of 2013 My Commission Expires 6/14/2017 Notary Public ROBERT LITTLE NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20014018494 MY COMMISSION EXPIRES JUNE 14, 2017 Section 2. Enterprise. The Board has treated, ana 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 atlas and miscellaneous closing documents and, if necessary, an amendment or restatement of the Restated Sublease inconnection therewith. Section 4Further 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 and h other documents, including an amendment or restatement of the Restated Sublease,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. Section 6. Public Notice That public notice of the adoption of this emergency ordinance shall forthwithbe givenby 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 tobe 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. Read and Approved:April 29, 2013 Publication May 3, 2013, In the Greeley Tribune Effective:April29, 2013 The Tribune May 3, 2013. Hello