HomeMy WebLinkAbout20083151.tiff EMERGENCY
ORDINANCE NO. 241
IN THE MATTER OF AN EMERGENCY ORDINANCE WITH RESPECT TO 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; APPROVING THE INCURRENCE OF REVENUE DEBT BY THE HOSPITAL
THROUGH THE NINTH SUPPLEMENTAL LEASE AND THE ISSUANCE BY THE COLORADO
HEALTH FACILITIES AUTHORITY OF ITS HOSPITAL REVENUE BONDS (NCMC, INC.
PROJECT)SERIES 2008AAND SERIES 2008B,AND AN OFFICIAL STATEMENT PERTAINING
TO SAID BONDS; 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 Emergency Ordinance No. 75, adopted and approved by the
Board on December 18, 1985, and Emergency Ordinance No. 160, adopted and approved by the
Board on October 31, 1990(collectively, 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 by an Agreement, dated April 27,
1988 (the "Agreement"), among the Authority, the County, Wells Fargo Bank, N.A., as successor
to Wells Fargo Bank West, N.A., Norwest Bank Colorado, National Association, Norwest Bank
Denver, N.A., United Bank of Denver National Association and IntraWest Bank of Greeley, N.A.
(the"Trustee"), the Hospital, and NCMC, Inc. (formerly known as North Colorado Medical Center,
Inc.)(the"Corporation"), and a First Supplemental Ground Lease, dated as of November 1, 1990,
a Second Supplemental Ground Lease, dated as of November 1, 1999, and a Third Supplemental
Ground Lease, dated as of November 1, 2003, all between the County and the Authority with the
consent of the Trustee, the Hospital, and the Corporation (collectively, the "Original Ground
Lease"), in connection with the issuance, by the Authority, of its Hospital Refunding Revenue
Bonds(North Colorado Medical Center)Series 1985,which are no longer outstanding, its Variable 7,
Rate Demand Hospital Bonds (North Colorado Medical Center) Series 1990 (the "Series 1990 co
Bonds"), its Hospital Revenue Bonds (North Colorado Medical Center) Series 1993 (the "Series o
1993 Bonds"), its Hospital Improvement Revenue Bonds (NCMC, Inc. Project) Series 1999 (the N
"Series 1999 Bonds"), its Hospital Revenue Bonds (NCMC Inc. Project) Series 2003 (the "Series
2003 Bonds") and its Hospital Revenue Refunding Bonds (NCMC, Inc. Project) Series 2005 (the
"Series 2005 Bonds,"and together with the Series 1990 Bonds, the Series 1993 Bonds,the Series
1999 Bonds, and the Series 2003 Bonds, the "Prior Bonds") pursuant to a Trust Indenture, dated
as of December 1, 1985, as amended and supplemented by a First Supplemental Trust Indenture,
dated as of November 1, 1990, a Second Supplemental Trust Indenture, dated as of November 1,
1990, a Third Supplemental Trust Indenture,dated as of January 15, 1993,a Fourth Supplemental
Trust Indenture, dated as of December 1, 1994, a Fifth Supplemental Indenture dated as of
November 1, 1999, a Sixth Supplemental Indenture dated as of January 1, 2001, a Seventh
Supplemental Trust Indenture dated as of November 1, 2003, and an Eighth Supplemental Trust
Indenture, dated as of June 1, 2005, each between the Authority and the Trustee(collectively, 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 by the Agreement, a First
Supplemental Lease, dated as of November 1, 1990, a Second Supplemental Lease, dated as of
November 1, 1990, a Third Supplemental Lease, dated as of January 15, 1993, a Fourth
Supplemental Lease, dated as of December 1, 1994, a Fifth Supplemental Lease, dated as of
November 1, 1999, a Sixth Supplemental Lease, dated as of January 1, 2001, a Seventh
Supplemental Lease, dated as of November 1, 2003, and an Eighth Supplemental Lease, dated
as of June 1, 2005, all between the Authority and the Hospital and accepted and approved by the
County(collectively, the "Original Lease"); and
WHEREAS, the County has previously, pursuant to the Original Ordinances, approved the
issuance of various of the Prior Bonds and the documentation related thereto, and
WHEREAS, the Hospital has sublet the Hospital Facilities to the Corporation pursuant to a Third
Amended and Restated Operating Sublease,dated as of January 15, 1993,as previously amended
and as amended by the First Amendment to Third Amended and Restated Operating Sublease,
dated as of December 1, 1994,the Second Amendment to Third Amended and Restated Operating
Sublease, dated as of November 1, 1999, the Third Amendment to Third Amended and Restated
Operating Sublease, dated as of January 1, 2001, the Fourth Amendment to Third Amended and
Restated Operating Sublease, dated as of November 1, 2003, and the Fifth Amendment to Third
Amended and Restated Operating Sublease,dated as of June 1, 2005, each between the Hospital
and the Corporation (the "Original Sublease"), and
WHEREAS, the Authority has agreed to issue its Hospital Revenue Bonds (NCMC, Inc. Project)
Series 2008A and Series 2008B (collectively, the "Series 2008 Bonds") to (i) refund the Series
1993 Bonds, (ii) finance the cost of the acquisition, construction, renovation, improvement and
equipping of certain real property and hospital and healthcare related facilities of the Corporation
(the "Series 2008 Project"), and (iii) pay certain costs associated with the issuance of the Series
2008 Bonds; and
WHEREAS, the Corporation has guaranteed the payment of the principal of, premium, if any, and
interest on the Prior Bonds, the Series 2008 Bonds, and any Additional Bonds pursuant to the
terms and conditions of a Guaranty Agreement, dated as of January 15, 1993, as amended by the
Guaranty Agreement Amendment dated as of October 15, 1999,the Guaranty Agreement Second
Amendment dated as of November 1, 2003,the Guaranty Agreement Third Amendment, dated as
of June 1, 2005, and the Guaranty Agreement Fourth Amendment, to be entered into, each
between the Corporation and the Trustee, and
WHEREAS, Banner has guaranteed the payment of the principal of, premium, if any, and interest
on the Prior Bonds pursuant to the terms and conditions of the Limited Guaranty Agreement, the
2003 Limited Guaranty Agreement and the 2005 Limited Guaranty Agreement and will guarantee
payment of the principal of and interest on the Series 2008 Bonds pursuant to the terms and
conditions of the 2008 Limited Guaranty Agreement to be entered into, each between Banner and
the Trustee, and
WHEREAS, the Hospital desires that the Authority provide the Hospital with the proceeds of the
Series 2008 Bonds in order to refund the Series 1993 Bonds, finance the Series 2008 Project, and
pay certain costs associated with the issuance of the Series 2008 Bonds, and
WHEREAS, in connection with the issuance of the Series 2008 Bonds, the Authority and the
Trustee shall be amending and supplementing the Original Indenture by a Tenth Supplemental
Trust Indenture(the"Tenth Supplemental Indenture"), and the Authority and the Hospital, with the
approval of the County, shall be amending and supplementing the Original Lease by a Ninth
Supplemental Lease (the "Ninth Supplemental Lease"), and
WHEREAS, Wachovia Bank, National Association, (the "Underwriter") or its successors, is
expected to agree to purchase the Series 2008 Bonds from the Authority, pursuant to a Bond
Purchase Agreement(the"Bond Purchase Agreement"),between the Authority and the Underwriter
and accepted and approved by the Hospital and the Corporation, and
WHEREAS, the Authority, the Trustee, as trustee and escrow agent, the Hospital, and the
Corporation will enter into an Escrow Agreement(the "Escrow Agreement(1993)") in connection
with the refunding of the Series 1993 Bonds, and
WHEREAS,the County desires to approve the incurrence of revenue debt by the Hospital through
the Ninth Supplemental Lease and the issuance by the Authority of the Series 2008 Bonds and the
execution of the documentation in connection therewith, and
WHEREAS, there has been presented to the Board at its meetings the following documents:
(a) the form of the Tenth Supplemental Indenture;
(b) the form of the Ninth Supplemental Lease; and
(c) the form of resolution of the Hospital notifying the County of its interest 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 2008 Bonds when interest rates and credit enhancement
and liquidity terms are most favorable and in the time necessary to allow timely refunding of the
Series 1993 Bonds and the financing of the Series 2008 Project.
Section 1. Ninth Supplemental 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 as represented by the Ninth Supplemental Lease between the
Authority, as lessor, and the Hospital, as lessee,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 Ninth Supplemental Lease now before this meeting, which rents are payable as
provided in the Ninth Supplemental Lease for the use of such Hospital Facilities, and additions
thereto, and such Ninth Supplemental Lease to be in substantially the form thereof now before this
meeting and hereby approved or with such changes therein as shall be approved by the officers
of the Hospital executing the same, with such execution to constitute conclusive evidence of their
approval of any such changes or revisions therein from the form of the Ninth Supplemental Lease
now before this meeting; and the consent contained in the Ninth Supplemental Lease (which
represents 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 to the Board in substantially the form thereof now before this meeting, and
hereby approved, or with such changes therein as shall be approved by the Chair or the Chair
Pro-Tem executing the same, with such execution to constitute conclusive evidence of their
approval and this Board's approval of any such changes or revisions therein from the form of the
Ninth Supplemental Lease now before this meeting.
Section 2. Sublease of Hospital Facilities. The Board does hereby approve and authorize the
amendment of the Original 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 Original Sublease for the
use of such Hospital Facilities, and additions thereto, if such amendment is deemed necessary by
the Hospital and the Corporation to satisfy the requirements of the credit provider for the Series
2008 Bonds. Such amendment, if any, 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 3. 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 4. Other Matters. The Board hereby approves the incurrence of revenue debt by the
Hospital, as further represented by the issuance of the Series 2008 Bonds, and approves the
Hospital entering into the Escrow Agreement (1993), the Bond Purchase Agreement, and a Tax
Certificate as to Arbitrage and the Provisions of Sections 103 and 141-150 of the Internal Revenue
Code of 1986.
Section 5. 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 6. No Liability of County or Board. It is further understood and agreed that the Series
2008 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 2008 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 Original Ground Lease, the Original Indenture, the Tenth
Supplemental Indenture,the Original Lease,the Ninth Supplemental Lease,the Original Sublease,
any amendment to the Original Sublease executed in connection with the Series 2008 Bonds, the
Escrow Agreement (1993), the Tax Certificate, or the Bond Purchase Agreement.
Section 7. 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 2008A and Series 2008B, is scheduled to take place as soon as reasonably
possible and its immediate passage is necessary to obtain a favorable interest rate and credit
enhancement and liquidity terms on the Series 2008 Bonds and timely completion of the refunding
of the Series 1993 Bonds and the financing of the Series 2008 Project, 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 241 was, on motion duly made and seconded,
adopted by the following vote on the 1st day of October, A.D., 2008.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
Read and Approved: October 1, 2008
Publication: October 10, 2008, in the Greeley Tribune
Effective: October 15, 2008
ORIMIN E NOY241
•
IN THE MATTER OF AN EMERGENCY ORDINANCE WITH RESPECT TO NCMC,INC.; Affidavit O f Publication
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;APPROVING THE INCURRENCE OF REVENUE DEBT BY THE
HOSPITAL THROUGH THE NINTH SUPPLEMENTAL LEASE AND THE ISSUANCE BY n ^�O
THE COLORADO HEALTH FACILITIES AUTHORITY OF ITS HOSPITAL REVENUE STATE^ATE OF COLORADO
BONDS(NCMC,INC.PROJECT)SERIES 2008A AND SERIES 2008B,AND AN OFFICIAL
STATEMENT PERTAINING TO SAID BONDS;AND ALSO MAKING OTHER PROVISIONS IN 55.
CONNECTION WITH THE FOREGOING County of Weld,
BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF
WELD,STATE OF COLORADO: Jennifer Usher
WHEREAS,the Board of County Commissioners of the County of Weld,State of Colorado,pur-
suant to Colorado statute and the Weld County Home Rule Charter,is vested with the authority
of administering the affairs of Weld County,Colorado,and of said County of Weld, being duly sworn, say that I am an
WHEREAS,the County is a Home Rule County,organized and existing under the Constitution advertising clerk of
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, iI p'
entitled"County Hospitals,Establishment,"the Board of County Commissioners(the"Board")of THE TRIBUNE
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 that the same is a daily newspaper of general circulation and
WHEREAS.the County,pursuant to Emergency Ordinance No.75,adopted and approved by printed and published in the City of Greeley, in said county and
the Board on December 18.1985,and Emergency Ordinance No.160,adopted and approved state; that the notice or advertisement, of which the annexed is a
by the Board on October 31,1990(collectively,the"Original Ordinances"),has previously
leased certain real property(the"Land")containing the Hospital Facilities to the Colorado Health true copy,(days): that the notice was published in the regular and
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 by an Agreement,dated entire issue of every number of said newspaper during the period
April 27,1988(the"Agreement"),among the Authority,the County,Wells Fargo Bank,N.A., and time ofpublication of said notice, and in the newspaper
as successor to Wells Fargo Bank West,NA.,Norwest Bank Colorado,National Association,
Norwest Bank Denver,N A-,United Bank of Denver National Association and IntraWest Bank of and not in supplement thereof; that the first publication
Greeley,N.A.(the'Trustee"),the Hospital,and NCMC,Inc.(formerly known as North Colorado proper a
Medical Center,Inc.)(the"Corporation'),and a First Supplemental Ground Lease,dated as of of said notice was contained in the, issue of the said newspaper-
November 1.1990,a Second Supplemental Ground Lease,dated as of November 1,1999,and
a Third Supplemental Ground Lease,dated as of November 1,2003,all between the County bearing date the Tenth day of October
and the Authority with the consent of the Trustee,the Hospital,and the Corporation(collectively.
the"Original Ground Lease'),in connection with the issuance,by the Authority,of its Hospital AD. 2008 and the last publication thereof in the issue of said
Refunding Revenue Bonds(North Colorado Medical Center)Series 1985,which are no longer newspaper bearing date the Tenth day of October AD.
outstanding,its Variable Rate Demand Hospital Bonds(North Colorado Medical Center)Series
1990(the"Series 1990 Bonds"),its Hospital Revenue Bonds(North Colorado Medical Center) 2008. that said The Tribune has been published continuously
Series 1993(the"Series 1993 Bonds"),its Hospital Improvement Revenue Bonds(NCMC,Inc.
Project)Series 1999(the"Series 1999 Bonds"),its Hospital Revenue Bonds(NCMC Inc.Project) and uninterruptedly during the period of at least six months next
Series 2003(the"Series 2003 Bonds")and its Hospital Revenue Refunding Bonds(NCMC,Inc. .
Project)Series 2005(the"Series 2005 Bonds,"and together with the Series 1990 Bonds.the prior to the first issue there of contained said notice or
Series 1993 Bonds,the Series 1999 Bonds,and the Series 2003 Bonds,the"Prior Bonds")pur- advertisement above referred to; that said newspaper has been
suant toe Trust Indenture,dated as of December 1,1985,as amended and supplemented by a
First Supplemental Trust Indenture,dated as of November 1,1990,a Second Supplemental Trust admitted to the United States mails as second-class matter under
Indenture,dated as of November 1,1990,a Third Supplemental Trust Indenture,dated as of
January 15,1993,a Fourth Supplemental Trust Indenture,dated as of December 1,1994 a Fifth the provisions of the Act of March 3, 1879, or any amendments
Supplemental Indenture dated as of November 1,1999,a Sixth Supplemental Indenture dated as
of January 1,2001,a Seventh Supplemental Trust Indenture dated as of November 1,2003,and thereof; and that said newspaper is a daily newspaper duly
en Eighth Supplemental Trust Indenture,dated as of June 1,2005,each between the Authority qualified for publishing legal notices and advertisements within
and the Trustee(collectively,the"Original Indenture"),and
the meaning of the laws of the State of Colorado.
WHEREAS,the Authority has leased the Land and the Hospital Facilities to the Hospital pursu-
ant to a Lease,dated as of December 1,1985,between the Authority and the Hospital and
accepted and approved by the County,as amended end supplemented by the Agreement,
a First Supplemental Lease,dated as of November 1,1990,a Second Supplemental Lease,
dated as of November 1,1990,a Third Supplemental Lease,dated as of January 15,1993,a October 10, 2008
Fourth Supplemental Lease,dated as of December 1,1994,a Fifth Supplemental Lease,dated
as of November 1,1999,a Sixth Supplemental Lease,dated as of January 1,2001,a Seventh
Supplemental Lease,dated as of November 1,2003,and an Eighth Supplemental Lease,dated
as of June 1,2005,all between the Authority and the Hospital and accepted and approved by the
County(collectively,the"Original Lease");and
Total Charges: $138.60
WHEREAS,the County has previously,pursuant to the Original Ordinances,approved the issu-
ance of various of the Prior Bonds and the documentation related thereto,and
WHEREAS,the Hospital has sublet the Hospital Facilities to the Corporation pursuant to a
Third Amended and Restated Operating Sublease,dated as of January 15,1993,as previ.
ously amended and as amended by the First Amendment to Third Amended and Restated
Operating Sublease.dated as of December 1,1994,the Second Amendment to Third Amended
and Restated Operating Sublease,dated as of November 1,1999,the Third Amendment to
Third Amended end Restated Operating Sublease,dated as of January 1,2001,the Fourth •
Amendment to Third Amended and Restated Operating Sublease,dated as of November 1, 1/ �./�,�A / 4. / Lt >�
2003,and the Fifth Amendment to Third Amended and Restated Operating Sublease,dated as of LL j/(1-- ` C JY'l�-
June 1,2005,each between the Hospital and the Corporation(the"Original Sublease"),and Advertising Clerk
WHEREAS,the Authority has agreed to issue its Hospital Revenue Bonds(NCMC,Inc.Project)
Series 2008A and Series 20088(collectively,the"Series 2008 Bonds")to(i)refund the Series
1993 Bonds,(ii)finance the cost of the acquisition,construction,renovation,improvement and
equipping of certain real property and hospital and healthcare related facilities of the Corporation
)the"Series 2008 Project"),and(iii)pay certain costs associated with the issuance of the Series I Oth day of October, 2008
2008 Bonds;and
WHEREAS,the Corporation has guaranteed the payment of the principal of premium,if any,
and interest on the Prior Bonds,the Series 2008 Bonds,and any Additional Bonds pursuant to
the terms and conditions of a Guaranty Agreement,dated as of January 15,1993,as amended r
M Commission x tres /14/ J Se din en nt entAmendment vert1, 003,the
r1n 1999,retheGuaradtymendment, My P
Second asofAmendment e 1, 5, as of Guaranty
A reem3,tnt Guaranty Agreement be Third Amendment,
dated et of June 1, and the Guaranty Agreement Fourth Amendment,to be entered into,
each between the Corporation and the Trustee,and
WHEREAS,Banner has guaranteed the payment of the principal of,premium,if any,and interest on the Prior Bonds pursuant to the terms and conditions of the Limited Guaranty Agreement,the Notary Pub11C
2003 Limited Guaranty Agreement and the 2005 Limited Guaranty Agreement and will guarantee
payment of the principal of and interest on the Series 2008 Bonds pursuant to the terms and
conditions of the 2008 Limited Guaranty Agreement to be entered into,each between Banner and
the Trustee,and
WHEREAS the Hospital desires that the Authority provide the Hospital with the proceeds of the
Series 2008 Bonds in order to refund the Series 1993 Bonds,finance the Series 2008 Project,
and pay certain costs associated with the issuance of the Series 2008 Bonds,and
WHEREAS,in connection with the issuance of the Series 2008 Bonds,the Authority and the
Trustee shall be amending and supplementing the Original Indenture bye Tenth Supplemental
Trust Indenture(the'Tenth Supplemental Indenture"),and the Authority and the Hospital,with
the approval of the County,shall be amending and supplementing the Original Lease by a Ninth
Supplemental Lease(the"Ninth Supplemental Lease"),and
WHEREAS,Wachovia Bank,National Association,(the"Underwriter")or its successors,
is expected to agree to purchase the Series 2008 Bonds from the Authority,pursuant to a
Bond Purchase Agreement(the"Bond Purchase Agreement"),between the Authority and the
Underwriter and accepted and approved by the Hospital and the Corporation,and
WHEREAS,the Authority,rue T'ustee s t ster and escrow agent,the H sp t and the
nneon
„ono ation will enter into Escrow A[ r('.ho-Farrow Agreement - 'nr n
r.the refunding of the Series 1993 Bonds.
1ERFAS.the County desires to apprdec the r currei ice of revenue debt by thrd Hospital
y gf the Ninth Supplemental L use x I the.suance by the Authority of n Series 2008
Bur ds and the execution or the decementation in connection therewith,and
WHEREAS,there has been mere^fed to the Board at its meetings the f()Icy c n9 documents'.
(a) the form of the Tenth Supplemental Indenture;
(b) the form of the Ninth Supplemental Lease'.and
(c) the form of resolution of the Hospital notifying the County of its interest
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 rn 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 2008 Bonds when interest rates and credit enhancement
and liquidity terms are most favorable and in the time necessary to allow tlrnely refunding of the
Series 1993 Bonds and the financing of the Series 2008 Project.
Section 1. Ninth Supplemental 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 as represented by the Ninth Supplemental Lease between the
Authority.as lessor,and the Hospital,as lessee,whereby the Hospital Facilities,and any addi-
tions thereto,will be leased by the Authority to the Hospital and with rentals payable thereunder
as provided in the Ninth Supplemental Lease now before this meeting,which rents are payable
as provided in the Ninth Supplemental Lease for the use of such Hospital Facilities,and additions
therein.and such Ninth Supplemental Lease to be in substantially the form thereof now before
this meeting and hereby approved or with such changes therein as shall be approved by the offi-
cers of the Hospital executing the same,with such execution to constitute conclusive evidence of
their approval of any such changes or revisions therein from the form of the Ninth Supplemental
Lease now before this meeting;and the consent contained in the Ninth Supplemental Lease
(which nbehalf ofthefs t County by the Chair notice of no objection
to the
of the Board sealedrrence of revenue bw�ith the shall seal oe f the
County,and attested to by the Clerk to the Board in substantially the form thereof now before this
meeting,and hereby approved,or with such changes therein as shall be approved by the Chair
or the Chair Pro-Tern executing the sarne,with such execution to constitute conclusive evidence
of their approval and this Board's approval of any such changes or revisions therein from the form
of the Ninth Supplemental Lease now before This meeting.
Section 2. Sublease of Hospital Facilities. The Board does hereby approve and authorize the
amendment of the Original 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 Original Sublease for the
use of such Hospital Facilities,and additions thereto,if such amendment is deemed necessary by
the Hospital and the Corporation to satisfy the requirements of the credit provider for the Series
2008 Bonds. Such amendment,if any.is hereby approved with such terms and previsions 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 3. Enterprise. The Beard has treated.and continues to treat.the Hospital as an-enter-
prise'for the purposes of Section 20 of Article X of the Colorado Constitution.
Section 4. Other Matters- The Beard hereby approves the Incurrence of revenue debt by the
Hospital.as further represented by the issuance of the Series 2008 Bonds.and approves the
Hospital entering into the Escrow Agreement(1993.the Bond Purchase Agreement.and a
Tax Certificate as to Arbitrage and the Provisions of Sections 103 and 141-150 of the Internal
Revenue Code of 1986.
Section 5. 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 dosing
documents necessary in connection with such transactions.
Section 6. No Liability of County or Board. It is further understood and agreed that the Series
2008 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 2008 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 shalt 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 Original Ground Lease.the Original
Indenture-the Tenth Supplemental Indenture,the Original Lease.the Ninth Supplemental Lease,
the Original Sublease any amendment to the Original Sublease executed in connection with the
Series 2008 Bonds.the Escrow Agreement(1993),the Tax Certificate.or the Bond Purchase
Agreement.
Sec ion 7. Public Notice. That public notice of the adoption of this emergency ordinance shall
forth
with be given by the Clerk to the Board after passage.
BE IT FURTHER ORDAINED by the Board of County Commissioners of Weld County.Colorado,
Viet 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
hNCMC.Inc.Project).Series 2008A end Series 20088,is scheduled to lake place as soon as
reasonably possible and its immediate passage is necessary to obtain a favorable interest rate
and credit enhancement and liquidity terms on the Series 2008 Bonds and timely completion or
tie refunding of the Series 1993 Bonds and the financing of the Series 2000 Project.and Is nec-
essary for the preservation and protection of the public health and welfare.
BEIT FURTHER ORDAINED by the Board it 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 241 was.on motion duly made and seconded,
adopted by the following vote on the tat day of October, A.D..2008.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY,COLORADO
Read and Approved: October 1,2008
Publication: October 10 2008,In the Greeley Tribune
Effective' October 15.2008
The Tribune
October 10,2008
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