HomeMy WebLinkAbout20121893.tiff EMERGENCY
ORDINANCE NO.246
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 AND A RESTATED GROUND LEASE;
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 RESTATED LEASE;APPROVING THE INCURRENCE
OF REVENUE DEBT BY THE HOSPITAL THROUGH THE RESTATED LEASE RELATED TO
THE ISSUANCE BY THE COLORADO HEALTH FACILITIES AUTHORITY OF ITS HOSPITAL
REVENUE BONDS (NCMC, INC. PROJECT)SERIES 2012;APPROVING THE CONTINUED
SUBLEASING OF SUCH HOPSITAL FACILITIES BY THE HOSPITAL TO NCMC,INC.AND A
RESTATED SUBLEASE;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 Ground
Lease,dated as of December 1, 1985, between the County and the Authority,as amended and
supplemented(the"Original 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 Trust
Indenture,dated as of December 1,1985,as amended and supplemented(the"Original Indenture"),
and
WHEREAS,the Authority has leased the Land and the Hospital Facilities to the Hospital
pursuant to a Lease,dated as of December 1,1985,between the Authority and the Hospital and
accepted and approved by the County,as amended and supplemented(the"Original Lease");and
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Steve;oreno, Clerk end Recorder, Weld County, CO ' f„� I (Yls ��kjd
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ORD246
RE: ORDINANCE NO. 246
PAGE 2
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
sublease including the Third Amended and Restated Operating Sublease, dated as of January 15,
1993, as previously amended and supplemented (the "Original Sublease"), and
WHEREAS, the Authority has agreed to issue its Hospital Revenue Bonds (NCMC, Inc.
Project) Series 2012 (the"Series 2012 Bonds")to finance the cost of the acquisition, construction,
renovation, improvement and equipping of certain real and personal property and hospital and
healthcare related facilities of the Corporation (the"Series 2012 Project"), and (ii) pay certain costs
associated with the issuance of the Series 2012 Bonds; and
WHEREAS, the Corporation has guaranteed the payment of the principal of, premium, if
any, and interest on the Prior Bonds, the Series 2012 Bonds, and any Additional Bonds pursuant to
the terms and conditions of a 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 2012 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 2012 Bonds in order to finance the Series 2012 Project, and pay certain costs associated
with the issuance of the Series 2012 Bonds, and
WHEREAS, in connection with the issuance of the Series 2012 Bonds, the parties to the
Original Ground Lease,the Original Lease, the Original Sublease and the Original Indenture(which
have been amended and supplemented numerous times)desire to restate each of those respective
documents into a single Restated Ground Lease, a Restated Lease, a Restated Sublease and a
Restated Indenture for ease and convenience of reference, and make the changes therein
necessary and desirable for the issuance of the Series 2012 Bonds, and
WHEREAS, the County desires to approve the incurrence of revenue debt by the Hospital
through the Restated Lease and the issuance by the Authority of the Series 2012 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 Restated Lease;
(b) form of the Restated Ground Lease;
(c) form of the Restated Sublease;
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Steve Moreno. Clerk and Recorder, Weld County. CO
■III Pr+NIYhNIAll FMilti'IlitVI Wd, ,*I IRO1 ■I III ORD246
RE: ORDINANCE NO. 246
PAGE 3
(d) form of Restated Indenture; and
(e) 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 2012 Bonds when interest rates are most favorable and
in the time necessary to allow timely financing of the Series 2012 Project.
Section 1. 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 equal to $60 million pursuant to the Restated Lease which
provides for payment of the Series 2012 Bonds issued by the Authority under the Restated
Indenture. The 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
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 Restated Lease now before this meeting; and the consent
contained in the 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. Restated Ground Lease. The Restated Ground Lease, whereby the Land is
leased to the Authority, 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 persons executing the same,
the execution to constitute conclusive evidence of the approval of any such changes or revisiions
therein from the form of the Restated Ground Lease now before this meeting. The Chair or Chair
Pro-Tem of the Board are hereby authorized to execute the same on behalf of the County, and the
Clerk or Deputy Clerk to the Board is hereby authorized to attest and seal the same.
Section 3. Sublease of Hospital Facilities. The Board does hereby approve and
authorize the Restated Sublease between the Hospital, as sublessor, and the Corporation, as
sublessee, whereby the Hospital Facilities, and the additions thereto, are sublet by the Hospital to
the Corporation and with rentals payable thereunder as provided in the Restated Sublease for the
use of such Hospital Facilities, and additions thereto. The Restated Sublease is hereby approved
with such terms and provisions as shall be approved by the officers of the Hospital executing the
same and the County's Attorney's Office, with such execution to constitute conclusive evidence of
their approval and this Board's approval of any such terms and provisions.
Section 4. 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.
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Steve Moreno, Clerk and Recorder, Weld County. CO
■III I '+PGhG�ti'4iI�I��I�ILti�! figrillreLICHinl11111 2012-1893
ORD246
RE: ORDINANCE NO. 246
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Section 5. Other Matters. The Board hereby approves the Hospital entering into all tax and
miscellaneous closing documents in connection therewith.
Section 6. 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 closing documents necessary in connection with such transactions.
Section 7. No Liability of County or Board. It is further understood and agreed that the
Series 2012 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 2012 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 Restated Indenture,
the Restated Lease, the Restated Sublease or any other document related thereto.
Section 8. 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 Bonds(NCMC,
Inc. Project), Series 2012, 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 2012 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.
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Steve Moreno, Clerk and Recorder. Weld County, CO
rri PINVICI44II 11/21144 Eli JO, III II
2012-1893
ORD246
RE: ORDINANCE NO.246
PAGE 5
The above and foregoing Ordinance Number 246 was,on motion duly made and seconded,
adopted by the following vote on the 23rd day of July,A.D.,2012.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY,COLORADO
ATTEST: p
Sean P hair
Weld County Clerk to the Board (---.)--
F.Gara-;Pro- m
Deputy CI tot Boa j 41►� ���/J ',4_4 /
ev
1e gt_llto ara Kir meyer/ds`,...J c,q/ Ccfy f":„` ^, ''David E.Long
-ounty Attorney / C�ti e✓
oug s Radema er
Read and Approved: July 23,2012
Publication: August 1,2012,in the Fort Lupton Press
Effective: July 23,2012
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Steve Moreno, Clerk and Recorder, Weld County, CO
VIII riPPil itiM lili, +1,W,VI 1,1il,I fiali"Ill
2012-1893
ORD246
KUTAK ROCK LLP ATLANTA
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SUITE 3100 DES MOINES
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www.kutakrock.com
RICHMOND
SCOTTSDALE
SUSAN A. SHERMAN WASHINGTON
susan.sherman@kulakrock.com WICHITA
(303)297-2400
July 19, 2012 •
VIA FEDEX
Bruce Barker, Esq.
Weld County Attorney
Weld County, Colorado
1150 O Street
Greeley, CO 80631
Board of Trustees for North Colorado Medical Center and Weld County Signature Pages for
Colorado Health Facilities Authority Hospital Revenue Bonds
(NCMC, Inc. Project) Series 2012
Dear Mr. Barker:
Enclosed please find signature pages relating to the documents requiring execution by the
Board of Trustees for North Colorado Medical Center and Weld County, Colorado. There are
five signature pages per document requiring execution and the signature blocks have been
marked with blue tabs for the Board of Trustees, red tabs for Weld County and yellow tabs
where a notary signature is required.
For the Board of Trustees of North Colorado Medical Center, here is a list of the
documents that the signature pages correspond to:
1. General and No-Litigation Certificate of the Board of Trustees of North Colorado
Medical Center.
2. Tax Regulatory Agreement.
3. No Arbitrage Certificate.
4. Resolution of the Board of Trustees of North Colorado Medical Center.
5. Restated Operating Sublease.
P g
6. Restated Lease.
•
4834-4258-3312.1
Bruce Barker, Esq.
July 19, 2012
Page 2
For Weld County, Colorado, here is a list of the documents that the signature pages
correspond to:
7. Restated Lease.
8. Restated Ground Lease.
9. Emergency Ordinance No. 246.
Copies of all documents are included in this package as well.
Please have all 5 copies of each document executed and returned to us no later than
Wednesday, July 25`h. Thank you for your attention to this matter.
Sincerely,
Susan A. Sherman
Paralegal
Enclosures
4834-4258-3312.1
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