HomeMy WebLinkAbout20123697.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
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
2012-3697
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;
(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.
P Y
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.
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.
Read and Approved: July 23, 2012
Publication: August 1, 2012, in the Fort Lupton Press
Effective: July 23, 2012
1 PROOF OF PUBLICATION
FORT LUPTON PRESS
STATE OF COLORADO
COUNTY OF WELD SS.
I, Christopher L. Harrop, do solemnly swear that I am the
Managing Editor of the Fort Lupton Press that the same i
is a weekly newspaper printed and published in the County
of Weld, State of Colorado, and has a general circulation
therein; that said newspaper has been published
continuously and uninterruptedly in said county of Weld for
a period of more than fifty-two consecutive weeks prior to
the first publication of the annexed legal notice or
advertisement; 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 weekly newspaper
duly qualified for publishing legal notices and
advertisements within the meaning of the laws of the State
of Colorado. That the annexed legal notice or
advertisement was published in the regular and entire
issue of every number of said weekly newspaper for the
period of ONE consecutive insertion(s); and that the
first publication of said notice was in the issue of
newspaper, dated 1st day of AUGUST 2012, and the last
on the 1st day of AUGUST 2012
G W6
Managing Editor, Subscribed and sw before me,
his 1st day of AUGUST 2012
112
aO /a .oJ,ary `Public.
\ t
K ,. "nom /
My Commission Expires : 02 2/2 °4'
BONDS (NCMC, INC. PROJECT) the Authority provide the Hospital Sublease between the Hospital, as
SERIES 2012; APPROVING THE with the proceeds of the Series 2012 sublessor, and the Corporation, as
CONTINUED SUBLEASING OF Bonds in order to finance the Series sublessee, whereby the Hospital
SUCH HOPSITAL FACILITIES BY 2012 Project,and pay certain costs Facilities, and the additions
THE HOSPITAL TO NCMC, INC. associated with the issuance of the thereto, are sublet by the Hospital
AND A RESTATED SUBLEASE; Series 2012 Bonds,and to the Corporation and with rentals
AND ALSO MAKING OTHER payable thereunder as provided
PROVISIONS IN CONNECTION WHEREAS, in connection with in the Restated Sublease for the
WITH THE FOREGOING the issuance of the Series 2012 use of such Hospital Facilities, and
Bonds, the parties to the Original additions thereto. The Restated
BE IT ORDAINED BY THE BOARD Ground Lease, the Original Lease, Sublease is hereby approved with
OF OF THE NTY COMMISSIONERSCOUNTY OF- the Original WELD, Original Indenture
ndentu eea(e which and the have bech terms and approved by provisions as shall
the officers of the
STATE OF COLORADO: been amended and supplemented Hospital executing the same and the
numerous times) desire to restate County's Attorneys Office,with such
WHEREAS, the Board of County each of those respective documents execution to constitute conclusive
Commissioners of the County of into a single Restated Ground evidence of their approval and this
Weld, State of Colorado, pursuant Lease, a Restated Lease, a Board's approval of any such terms
to Colorado statute and the Weld Restated Sublease and a Restated and provisions.
County Home Rule Charter,is vested Indenture for ease and convenience
with the authority of administering of reference,and make the changes Section 4. Enterprise. The Board
the affairs of Weld County,Colorado, therein necessary and desirable has treated,and continues to treat,
and for the issuance of the Series 2012 --the Hospital as an "enterprise" for
EMERGENCY Bonds,and the purposes of Section 20 of Article
ORDINANCE NO.246 WHEREAS, the County is a Home X of the Colorado Constitution.
_ - MATTER OF AN Rule County,organized and existing WHEREAS, the County desires to
IN THE-
EMERGENCY ORDINANCE under the Constitution and the laws approve the incurrence of revenue Section 5. Other Matters. The
WITH RESPECT TO THE BOARD of the State of Colorado,and debt by theHospital through the Board hereby approves the
TRUSTEES FOR NORTH Restated Lease and the issuance Hospital entering into all tax and
OF WHEREAS, under the provisions by the Authority of the Series 2012 miscellaneous closing documents in
COLORADO MEDICAL CENTER
AND NCMC, INC.; APPROVING of Title 25,Article 3, Part 3, of the Bonds related thereto and the connection therewith.
THE INC LEASING Colorado Revised Statutes, entitled execution of the documentation in
THE CO CONTINUED
DAL TIOOFS "County Hospitals, Establishment," connection therewith,and - Section 6. Further Action, The
the Board of County Commissioners Board further authorizes the
BY THE COUNTY TO THE
COLORADO HEALTH FACILITIES (the Board") of the County WHEREAS, there has been officers of the Board or any County
established a body corporate under presented to the Board at its meeting Commissioner to take all action
AUTHORITY AND A RESTATED the name of"Board of Trustees for the following documents: necessary or reasonably required
GROUND ECO INUED; EASING OF Weld County General Hospital,"now - to carry out the transactions
THE CONTINUED LEASING OF known as the Board of Trustees (a)form of the Restated Lease; contemplated by this Ordinance,
SUCH HOSPITAL FACILITIES for North Colorado Medical Center including without. limitation, the
BY THE COLORADO HEALTH. (the 'Hospital"), which operates or (b) form of the Restated Ground. - execution and delivery of closing.
FACILITIES AUTHORITY TO THE causes to be operated the North Lease; - documents necessary in connection
-BOARD OF TRUSTEES FOR Colorado Medical Center (the with such transactions.
NORTH COLORADO MEDICAL Hospital Facilities")located on land (c)form of the Restated Sublease;
CENTER AND A RESTATED OF REVENUE WHEREAS,theCounty,pursuant to owned by the County,and Section 7. No Liability of County
LEASER APPROVING THE (d)form of Restated Indenture;and or Board. It is further understood
INCURRENCE - and agreed that-the Series 2012
DEBT BY THE HOSPITAL THROUGH THE RESTATED ordinances previously adopted and (e)form of resolution of the Hospital Bonds to be-issued by the Authority d
approved(the"OriginalOrdinances"), no4fying the County of its intent to do not constitute a ebt or liabilit y of
LEASE. RELATED TO THE has previous) leased certain real issue revenue debt. - this County and that the County is not
ISSUANCE BY THE COLORADO property(the'yLand")containing the obligated to make lease payments to
HEALTH FACILITIES AUTHORITY Hospital Facilities to the Colorado NOW, THEREFORE, BE IT the Authority, and neither taxpayer
OF ITS. HOSPITAL REVENUE Health Facilities Authority (the ORDAINED by the Board of County funds,nor any funds of the County,
"Authority") pursuant to'a Ground Commissioners of Weld County, will be used to pay the principal of,
Lease, dated as of December 1, Colorado as follows: interest,or redemption premium z
1985, between the County and _ any of the Authority's Series 201
the Authority, as amended and This is an emergency ordinance Bonds. No portion of this Or
dinance
supplemented(the"Original Ground which shall be effective on adoption- shall be deemed to constitute a
Lease"), in connection with the as provided inArticle ill,Section 3-14, waiver of any immunities the Board
issuance by the Authority of various of the County's Home Rule Charter. or their officers or employees may
of its revenue bonds for the benefit Public Notice of this Ordinance possess, nor shall any portion of
01 the Hospital (the "Prior Bonds") shall be given forthwith. Without this Ordinance be deemed to have
puis.ant to a Trust Indenture, such procedure, the Ordinance created a duty of care with respect
dated t.of December 1, 1985, as could not be considered and finally to any persons or entities not a party
amended TTnd supplemented (the adopted so as to accommodate a to the Restated Ground Lease,the
"Original Indei...,re),and sale of the Series 2012 Bonds when Restated Indenture, the Restated
interest rates are most favorable Lease, the Restated Sublease or
WHEREAS, the Authority has and in the time necessary to allow any other document related thereto.
leased the Land and the Hospital timely financing of the Series 2012
Facilities to the Hospital pursuant Project. Section 8. Public Notice. That
to a Lease, dated as of December public notice of the adoption of this
1, 1985, between the Authority Section 1. Restated Lease. The emergency ordinance shall forthwith
and the Hospital and accepted Board does hereby acknowledge- be given by the Clerk to the Board
and approved by the County, as notice of the Hospital's intention after passage. .
amended and supplemented (the to incur revenue debt, and does
"Original Lease");and hereby approve and authorize the BE IT FURTHER ORDAINED by
incurrence of revenue debt by the the Board of County Commissioners
WHEREAS, the County has Hospital in an amount equal to$60 of Weld County, Colorado, that
previously, pursuant to the Original million pursuant to- the Restated Pursuant to Article III, Section
Ordinances,approved the issuance Lease which provides for payment 3-14(c),-of the Weld County Home
of various of the Prior Bonds and of the Series 2012 Bonds issued Rule Charter, the Board of County
related indebtedness of the Hospital, by the Authority under the Restated Commissioner's finds, and hereby
and the documentation related Indenture. The Restated Lease, declares, this Ordinance to be an
thereto,and whereby the Hospital Facilities,and Emergency Ordinance as closing
any additions thereto,will be leased on the Colorado Health Facilities
WHEREAS, the Hospital has by the Authority to the Hospital and Authority Hospital Revenue Bonds
sublet the Hospital Facilities to the with rentals payable thereunder as (NCMC, Inc. Project), Series 2012,
Corporation pursuant to a sublease provided in the Restated Lease, is scheduled to take place as soon
including the Third Amended and is hereby approved and shall be as reasonably possible and its
Restated Operating Sublease,dated in substantially the form thereof immediate passage is necessary
as ofJanuary 15,1993,as previously now before this meeting with such to obtain a favorable interest rate
amended and supplemented (the changes therein as shall be approved on the Series 2012 Bonds, and is
"Original Sublease'),and by the officers of the Hospital necessary for the preservation and
executing the same, the execution protection of the public health and
WHEREAS, the. Authority has to constitute conclusive evidence of welfare.
agreed to issue its Hospital Revenue the approval of any such changes
Bonds (NCMC, Inc. Protect) or revisions therein from the form of BE IT FURTHER ORDAINED by
Series 2012 (the "Series 2012 the Restated Lease now before this the Board if any section,subsection,
Bonds") to finance the cost of the meeting;and the consent contained paragraph, sentence, clause, or
acquisition,construction,renovation, in the Restated Lease(which shall phrase of this Ordinance is for
improvement and equipping of represent the notice of no objection any reason held or decided to be
certain real and personal property to the incurrence of revenue debt) unconstitutional,such decision shall
and hospital and healthcare related shall be executed on behalf of the not affect thevalidity of the remaining
facilities of the Corporation (the County by the Chair or Chair Pro- portions hereof. The Board of
"Series 2012 Project"), and (ii) pay Tem of the Board, sealed with the County Commissioners hereby
certain costs associated with the seal of the County, and attested to declares that it would have enacted
I issuance of the Series 2012 Bonds; by the Clerk or Deputy Clerk to the this Ordinance in each and every
and Board section, subsection; paragraph,
sentence,clause,and phrase thereof
WHEREAS, the Corporation has Section 2. Restated Ground irrespective of the fact that any one
guaranteed the payment of the Lease. The Restated Ground or more sections, subsections,
principal of, premium, if any, Lease,whereby the Land is leased paragraphs, sentences, clauses,
and interest on the Prior Bonds, to the Authority,is hereby approved or phrases might he declared to be
the Series 2012 Bonds, and any and shall be in substantially the form unconstitutional or invalid.
Additional Bonds pursuant to the thereof now before this meeting
terms and conditions of-a Restated with such changes therein as Read and Approved: July 23,
Guaranty Agreement between the shall be approved by the persons 2012
Corporation and the Trustee,and ' executing the same, the execution Publication:August 1,2012,in the
to constitute conclusive evidence of Fort Lupton Press
WHEREAS,Banner Health operates the approval of any such changes
I the Hospital Facilities pursuant to or revisions therein from the form Effective: July 23,2012
an operating agreement with the of the Restated Ground Lease now _
Corporation, and Banner Health before this meeting. The Chair or
has guaranteed the payment of the Chair Pro-Tem of g the Board are
principal of, premium, if any, and hereby authorized to execute the
interest on the Prior Bonds and the same on behalf of the.County, and
Series 2012 Bonds pursuant to the the Clerk or Deputy Clerk to the
terms and conditions of and to the Board is hereby authorized to attest
extent provided in various limited and seal the same.
guaranty agreements between
Banner and the Trustee,and Section 3. Sublease of Hospital
Facilities. The Board does hereby
WHEREAS,the Hospital desires that approve and authorize the Restated
L
Hello