HomeMy WebLinkAbout20051920.tiff ORDINANCE NO. 233
IN THE MATTER OF AN EMERGENCY ORDINANCE WITH RESPECT TO NCMC, INC.;
APPROVING THE AMENDMENT TO AND CONTINUED LEASING OF CERTAIN HOSPITAL
FACILITIES BY THE COUNTY TO THE COLORADO HEALTH FACILITIES AUTHORITY;
APPROVING THE AMENDMENT TO AND CONTINUED LEASING OF CERTAIN 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 EIGHTH SUPPLEMENTAL LEASE
AND THE ISSUANCE BY THE COLORADO HEALTH FACILITIES AUTHORITY OF ITS
HOSPITAL REVENUE REFUNDING BONDS (NCMC, INC. PROJECT)SERIES 2005,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 between the
County and the Authority with the consent of the Trustee, the Hospital and the Corporation, a
Second Supplemental Ground Lease,dated as of November 1, 1999 between the County and the
Authoritywith the consent of the Trustee,the Hospital and the Corporation and a Third Supplemental
Ground Lease, dated as of November 1, 2003 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 Rate Demand
Hospital Bonds(North Colorado Medical Center)Series 1990(the"Series 1990 Bonds"),its Hospital
Revenue Bonds (North Colorado Medical Center) Series 1993 (the "Series 1993 Bonds"), its N
Hospital Improvement Revenue Bonds(NCMC,Inc.Project)Series 1999(the"Series 1999 Bonds") rn
and its Hospital Revenue Bonds(NCMC Inc. Project)Series 2003(the"Series 2003 Bonds,"and uir
together with the Series 1990 Bonds,the Series 1993 Bonds and the Series 1999 Bonds,the"Prior o
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 and a Seventh Supplemental Trust Indenture dated as of November 1,
2003, 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, between the Authority and the Hospital and
accepted and approved by the County,a Second Supplemental Lease, dated as of November 1,
1990 between the Authority and the Hospital and accepted and approved by the County, a Third
Supplemental Lease, dated as of January 15, 1993, between the Authority and the Hospital and
accepted and approved by the County, a Fourth Supplemental Lease, dated as of December 1,
1994, between the Authority and the Hospital and accepted and approved by the County, a Fifth
Supplemental Lease,dated as of November 1, 1999, between the Authority and the Hospital and
accepted and approved by the County,a Sixth Supplemental Lease, dated as of January 1,2001,
between the Authority and the Hospital and a Seventh Supplemental Lease, dated as of
November 1, 2003, 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 and the Fourth Amendment to Third
Amended and Restated Operating Sublease, dated as of November 1, 2003, each between the
Hospital and the Corporation (the "Original Sublease"), and
WHEREAS, the Authority has agreed to issue its Hospital Revenue Refunding Bonds
(NCMC, Inc. Project)Series 2005 (the"Series 2005 Bonds")to refund certain of the Series 1999
Bonds, and
WHEREAS,the County and the Authoritydesire,upon receipt of the consent of the Hospital,
the Corporation and the Trustee, to amend and supplement the Original Ground Lease to add
certain additional propertythereto by amending ExhibitAthereto pursuant to a Fourth Supplemental
Ground Lease (the "Fourth Supplemental Ground Lease"), and
WHEREAS,the Corporation has guaranteed the payment of the principal of,premium,if any,
and interest on the Prior Bonds,the Series 2005 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, as further amended by the
Guaranty Agreement Second Amendment dated as of November 1, 2003 and the Guaranty
Agreement Third 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
and the 2003 Limited Guaranty Agreement and will guarantee payment of the principal of and
interest on the Series 2005 Bonds pursuant to the terms and conditions of the 2005 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 County by the Chairman or Chairman Pro-Tern of the Board, sealed with the seal of the
County and attested 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 bythe Chairman
or the Chairman 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 Eighth Supplemental Lease now before this meeting.
Section 2. Sublease of Hospital Facilities. The Board does hereby approve and
authorize the Amendment to 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 and the
Amendment to Sublease now before this meeting, which rents are payable as provided in the
Amendment to Sublease for the use of such Hospital Facilities, and additions thereto, and such
Amendment to Sublease 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 and this Board's
approval of any such changes or revisions therein from the form of the Amendment to Sublease
now before this meeting.
Section 3. Amendment to Ground Lease.The Board does hereby approve and authorize
the Fourth Supplemental Ground Lease in substantially the form thereof now before this meeting
and hereby approved;and the Fourth Supplemental Ground Lease shall be executed on behalf of
the County by the Chairman or Chairman Pro-Tem of the Board,sealed with the seal of the County
and attested 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 Chairman or the
Chairman 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 Fourth Supplemental Ground Lease now before this meeting.
Section 4. Enterprise.The Board has treated, and continues to treat,the Hospital as an
"enterprise" for purposes of Section 20 of Article X of the Colorado Constitution.
Section 5. Other Matters. The Board hereby approves the incurrence of revenue debt by
the Hospital as further represented by the issuance of the Series 2005 Bonds, and approves the
Hospital entering into the Escrow Agreement (1999), 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 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 2005 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 2005 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 Fourth Supplemental
Ground Lease,the Original Indenture,the Eighth Supplemental Indenture,the Original Lease,the
Eighth Supplemental Lease, the Original Sublease, the Amendment to Sublease, the Escrow
Agreement (1999), the Tax Certificate or the Bond Purchase Agreement.
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.
of the Series 2005 Bonds in order to refund a portion of the Series 1999 Bonds(the"Refunded 1999
Bonds") and to pay certain costs associated with the issuance of the Series 2005 Bonds, and
WHEREAS,in connection with the issuance of the Series 2005 Bonds,the Authority and the
Trustee shall be amending and supplementing the Original Indenture by an Eighth Supplemental
Trust Indenture (the "Eighth Supplemental Indenture"), the Authority and the Hospital, with the
approval of the County, shall be amending and supplementing the Original Lease by an Eighth
Supplemental Lease(the"Eighth Supplemental Lease"),and the Hospital and the Corporation shall
be amending and supplementing the Original Sublease bya Fifth Amendment to Third Amended and
Restated Operating Sublease, and the County and the Authority shall be amending the Original
Ground Lease by the Fourth Supplemental Ground Lease, and
WHEREAS, Citigroup Global Markets Inc. (the "Underwriter") is expected to agree to
purchase the Series 2005 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(1999)")in connection
with the refunding of the Refunded 1999 Bonds, and
WHEREAS,the County desires to approve the incurrence of revenue debt by the Hospital
through the Eighth Supplemental Lease and the issuance bythe Authority of the Series 2005 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 Eighth Supplemental Indenture;
B. the form of the Eighth Supplemental Lease;
C. the form of the Amendment to Sublease;
D. the form of the Fourth Supplemental Ground Lease; and
E. 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 the
County of Weld, State of 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 2005 Bonds when interest rates and credit enhancement
and liquidity terms are most favorable and in the time necessary to allow timely refunding of the
Refunded 1999 Bonds.
Section 1. Eighth 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 Eighth 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 Eighth Supplemental Lease now before this meeting,which rents are payable as
provided in the Eighth Supplemental Lease for the use of such Hospital Facilities, and additions
thereto,and such Eighth 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 Eighth Supplemental Lease
now before this meeting; and the consent contained in the Eighth Supplemental Lease (which
represents the notice of no objection to the incurrence of revenue debt)shall be executed on behalf
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 2005, 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 2005 Bonds and timely completion of the refunding of the Refunded
1999 Bonds and is necessary for the preservation and protection of the public health and welfare.
BE IT FURTHER ORDAINED by the Board if any section,subsection,paragraph,sentence,
clause, or phrase of this Ordinance is for any reason held or decided to be unconstitutional, such
decision shall not affect the validity of the remaining portions hereof. The Board of County
Commissioners hereby declares that it would have enacted this Ordinance in each and every
section, subsection, paragraph,sentence, clause,and phrase thereof irrespective of the fact that
any one or more sections, subsections, paragraphs, sentences, clauses, or phrases might be
declared to be unconstitutional or invalid.
The above and foregoing Ordinance Number233 was,on motion duly made and seconded,
adopted by the following vote on the 23rd day of May, A.D., 2005.
BOARD OF COUNTY COMMISSIONERS
Read and Approved: May 23, 2005
Publication: June 1, 2005, in the Fort Lupton Press
Effective: May 23, 2005
ORDINANCE NO.233 !, ORDINANCE NO.233 PROOF OF PUBLICATION
IN THE TTER OF AN
EMERGENCY
TO NCMC,IN WITH ! EMERGENCY ECTATTER OF AN IN THE MTAO NCMC,MC.; " FORT LUPTON
TO AND CONTINUED LEASING APPROVING THE AMENDMENT APPROVING TO ANDCONTINUED LEASING STATE OF COLORADO
OF CERTAIN HOSPITAL OF CERTAIN HOSPITAL
FACILITIES BY THE COUNTY TO FACILITIES BY THE COUNTY TO COUNTY OF WELD SS.
THE COLORADO HEALTH THE COLORADO HEALTH
FACILITIES AUTHORITY; FACILITIES AUTHORITY;
APPROVING THE AMENDMENT APPROVING THE AMENDMENT
TO AND CONTINUED LEASING TO AND CONTINUED LEASING
OF CERTAIN HOSPITAL OF CERTAIN HOSPITAL I, Karen Lambert, do solemnly swear that I
FACILITIES BY THE COLORADO
HEALTH FACILITIES FACILHEEAS LTH FACILITBY THE IES am the Publisher of the Fort Lupton Press;
AUTHORITY TO THE BOARD OF AUTHORITY THE BOARD OF TRUSTEES FOR NORTH TRUSTEES FOR NORTH that the same is a weekly newspaper printed
COLORADO MEDICAL CENTER; COLORADO MEDICAL CENTER;
APPROVINGOF THE INCURRENCE
HOSPITAL
THE APPROVINGOREVENUE DEBT
and published in the County of Weld, State
HOSPITAL THROUGH THE OF REVENUE DEBT BY THE
EIGHTH SUPPLEMENTAL HOSPITAL THROUGH THE of Colorado, and has a general circulation
LEASE AND THE ISSUANCE BY _. EIGHTH SUPPLEMENTAL therein THE COLORADO HEALTH LEASE AND THE ISSUANCE BY that said newspaper has been
FACILITIES AUTHORITY OF ITS THE COLORADO HEALTH published continuously and uninterruptedly
HOSPITAL REVENUE FACILITIES AUTHORITY OF ITS p edly
REFUNDING BONDS NCMC, HOSPITAL REVENUE
INC.PROJECT)SERIES 2005, - REFUNDING BONDS NCMC, in said county of Adams for a period of more
AND AN OFFICIAL STATEMENT INC.PROJECT)SERIES 2005, than fifty-two consecutive weeks prior to the
PERTAINING TO SAID BONDS; AND AN OFFICIAL STATEMENTA y
NNKOMII G OTHER PERTAINING TO SAID BONDS; first publication of the annexed legal notice
PROVISIONS
AND ALSO MAKING OTHER 9
WITH THE ED BY THEOING.BE IT BOARD OF PROVISIONS IN CONNECTION or advertisement; that said news a er has
COUNTY COMMISSIONERS OF WITH THE FOREGOING.BE IT P P.
THE NTYOFWELN,RS OF ORDAINED BY THE BOARD OF been admitted to the United States mails as
ON COLORADO: COUNTY COMMISSIONERS OF
F AD : THE COUNTY OF WELD,STATE second-class matter under the provisions of
E the Board f d of County OF COLORADO:Commi
ofWHEREAS, the Board of County the act of March 3, 1 879, or any
to Colorado statute and the Weld Commissioners of the County of
County Home Rule Charter, is Weld, State of Colorado, pursuant amendments thereof, and that said
vested with the authority of to Colorado statute and the Weld
administering the affairs of Weld County Home Rule Charter, is newspaper is a weekly newspaper duly
County, Colorado, and vested with the authority of
WHEREAS,the County is a home administering the affairs of Weld qualified for publishing legal notices and
rule county organized and existing County, Colorado, and
under the Constitution and the WHEREAS,the County is a home advertisements within the meaning of the
laws of the State of Colorado,and rule county organized and existing laws of the State of Colorado. That the
WHEREAS, under the provisions under the Constitution and the
of Title 25,Article 3, Part 3 of the laws of the State of Colorado,and
Colorado Revised Statutes, WHEREAS, under the provisions annexed legal notice or advertisement was
entitled "County Hospitals, of Title 25,Article 3, Part 3 of the published in the regular and entire issue of
Establishment," the Board of Colorado Revised Statutes,
County Commissioners (the entitled "County Hospitals, every number of said weekly newspaper for
Board")of the County established Establishment," the Board of every
a body corporate under the name County Commissioners (the
of "Board of Trustees for Weld "Board")of the County established the period of 1 consecutive insertion(s); and
County General Hospital," now a body corporate under the name that the first publication of said notice was in
known as the Board of Trustees for of "Board of Trustees for Weld
North Colorado Medical Center County General Hospital," now the issue of newspaper, dated 1st day of
(the"Hospital"),which operates or known as the Board of Trustees for
causes to be operated the North North Colorado Medical Center June, 2005, and the last on the 1st da of
Colorado Medical Center (the (the"Hospital"),which operates or Y
"Hospital Facilities") located on causes to be
land owned by the County, and operated the North June, 2005.
WHEREAS, the County, pursuant Colorado Medical Center (the -
to Emergency Ordinance No. 75 Hospital Facilities") located on
adopted and approved by the land owned by the County, and
Board on December 18, 1985 and WHEREAS, the County, pursuant
Emergency Ordinance No. 160 to Emergency Ordinance No. 75
adopted and approved by the adopted and approved by the
Board on October 31, 1990 Board on December 18, 1985 and
(collectively, the "Original Emergency Ordinance No. 160
Ordinances"), has previously adopted and approved by the
leased certain real property (the Board on October 31, 1990
"Land") containing the Hospital (collectively, the "Original
Facilities to the Colorado HealthOrdinances"). has previously
Facilities Authority(the"Authority") -- -- —
pursuant to a Ground Lease,dated / leased certain real as of December 1, 1985,betweenproperly (the
the County and the Authority, as "Land") containing the Hospital
amended and supplemented by an Facilities to the Colorado Health -
Agreement, dated April 27, 1988 Facilities Authority(the"Authority")
(the "Agreement"), among the pursuant to a Ground Lease,dated
Authority,the County,Wells Fargo a of December 1, between
Bank,NA.,as successor to Wells the County and the Authority, as
Fargo Bank West, N.A., Norwest amended and supplemented by an
Bank Colorado, National Agreement, dated April 27, 1988
Association, Norwest Bank (the "Agreement"), among the
Denver, N.A., United Bank of Authority,the County,Wells Fargo U is er. U scn a an sworn a ore me, this the
Denver National Association and Bank,N.A.,as successor to Wells
IntraWest Bank of Greeley, N.A. Fargo Bank West, N.A., Norwest 27th day of May, 2005.
(the "Trustee'), the Hospital and Bank Colorado, National
NCMC, Inc. (formerly known as Association, Nonvest Bank
North Colorado Medical Center, Denver, N.A., United Bank of
Inc.)(the"Corporation')and a First Denver National Association and 1 ///7�
Supplemental deal of ft Ground Lease, IntraWest ") of os N.A. - / `�i\,
dated as November 1, 1990 the (the "Trustee••), the Hospital and &1&between the County and the NCMC, Inc. (formerly known asAuthority with the consent of the North Colorado Medical Center,
Trustee. the Hospital and the Inc.)(the"Corporation")and a Firstublic.
Corporation, a Second I Supplemental Ground Lease,
Supplemental Ground Lease, dated as of November 1, 1990
dated
between as of November
Nber 1,and 1999 999 between the County and the
County Authority with the consent of the n
Trustee, the h the
esconsent nndf the the Trustee, the Hospital and the ' /
Corporation and a Third h Corporation, a Second
Supplemental Ground Lease, Supplemental Ground Lease,
dated as of November 1, 2003
between the County and the CASE NO.370207 key 12045
Hospital and the Corporation shall
dateo as of November 1, 1999 --- be amending and Supplementing behalf of the County by me
the Original Sublease by a Firth
between the County and the _ Chairman or Chairman ro- em of
Authority with the consent of the Lease"), and Amendment to Third Amended and the Board,sealed with the seal of
Trustee, the Hospital and the WHEREAS, the County has ! Restated Operating Sublease,and the County and attested by the
Corporation and a Third previously,pursuant to the Original the County and the Authority l shop
Ordinances, approved g be amending the Original Ground
! Clerk to the Board in substantially
Supplemental Ground Lease, thethe form thereof now before this
issuance of various of the prior Lease by the Fourth Supplemental
dated as of November 1, 2003meeting,and hereb approved,or
Bonds and the documentation Ground Lease, and
between the County and .the WHEREAS, Ciligroup Global with such changes therein as shall
Authority with the consent of the related thereto, and be approved b the Chairman or
Trustee, the Hospital and the WHEREAS, the Hospital has Markets Inc. (the"Underwriter")the o
P expected to the samewi rochh execution
to
Corporation (collectively, the sublet the Hospital Facilities to the Pagree to purchase
( y Series 2005 Bonds from the
the same, with such execution to
"Original Ground Lease"), in Corporation pursuant to a Third Authority pursuant to a Bond constitute conclusive evidence of
connection with the issuance by Amended and Restated Operating Purchase Agreement (thetheir approval and this Board's
the Authority of its Hospital Sublease,dated as of January 15, "Bond
Purchase Agreement"), between approval of any such changes or
Refunding Revenue Bonds(North 1993,as previously amended and '�'g ) revisions therein from the form of
as amended by the Authority and the Underwriter
Colorado Medical Center) Series the First the Eighth Supplemental Lease
outstanding,
which are noorb longer Amendment to Third Amended and and accepted and approved by the now,before this meeting.Section 2.
outstandin , its Variable Rate Restated Operating Sublease, Hospital the Corporation, and Sublease of Hospital Facilities.The
dated as of December 1,1994,the WHEREAS, the Authority, the
Demand Hospital Bonds (NorthTrustee, as trustee and escrow Board does hereby approve and
Colorado Medical Center) Series Amended and Restated O Second Amendment to Third Sublease the Amendment to
1990(the"Series 1990 Bonds"),itsiterating agent, theSublease between the Hospital,as
Revenue Bonds North Sublease, dated as of November 9 Hospital enterand the Hospital ( Corporation will Into an sublessor,and the Corporation,as
Colorado Medical Center) Series 1, 1999, the Third Amendment to rP° sublessee, whereby the Hospital
Escrow
1993(the"Series 1993 Bonds"),its Third Amended and Restated w' Agreement (the "Escrow Facilities, and the additions
Hospital Improvement Revenue Operating Sublease, dated as of Agreement (1999)") in connection thereto,are sublet by the Hospital
Bonds(NCMC,Inc.Project)Series January 1, 2001 and the Fourth oath the refunding of the Refunded
99 ) to the Co ration and with rentals
1999 (the "Series 1999 Bonds") Amendment to Third Amended and 1999 Bonds, and payable Hereunder as provided in
and its Hospital Revenue Bonds Restated of November Sublease, WHEREAS,the the County desires to the Original Sublease and the
(NCMC Inc. Project) Series 2003 dated as 1, 2003, approve the incurrence of revenue
( debt by the Amendment to Sublease now
the "Series 2003 Bonds," and each between the Hospital and the Eighth Hospital through the before this meeting, which rents
together with the Series 1990 Corporation ((the "Original a Supplemental Lease and are payable as provided n the
Bonds,the Series 1993 Bonds and Sublease"), and WHEREAS , the the issuance by the Authority of the Amendment to Subbase for the
the Series 1999 Bonds, the"Prior Authority has agreed to issue its Series 2005 Bonds and the use of such Hospital Facilities,and
Bonds") pursuant to a Trust
mbar Hospital Revenue Refunding execution of the documentation in
Indenture, dated. as of December Bonds(NCMC,Inc.Project)Series WHEREAS
connection therewith, and
1, 1985, as amended and 2005(the'Series 2005 Bonds")to WN there has been additions thereto, and such
supplemented by a First refund certain of the Series 1999 presented to the Board at its Amendment to Sublease toa be in
Supplemental .Trust Indenture, Bonds, and meetings the following documents:, substantially the form thereof now
dated as of November 1, 1990,a WHEREAS, the County and the A. the form of the Eighth before this meeting and hereby
Second Indenture,
Supplemental Trust Authority desire, upon receipt of Supplemental Indenture; approved or with such ciwrges
Indenture, dated as of November the consent of the Hospital, the B. the form of the Eighth therein as shall bet
e sapprovetl by the
1, 1990, a Indenture, Supplemental Corporation and the Trustee, to Supplemental Lease; officers of the Hospital executing
Trust dated as of amend and supplement the C. the form of the Amendment to the same, with such execution to
January 15, 1993, a Fourth I Original Ground Lease to add Sublease; constitute ceal ands evidence of
Supplemental Trust Indenture, certain additional property thereto D. the form of the Fourth their approval and this Board's
dated as of December 1, 1994,a by amending Exhibit A thereto Supplemental Ground Lease and approval of any such changes or
Fifth Supplemental Indenture dated pursuant to aa Fourth Supplemental E. the form of resolution of the revisions therein from the form of
as of November 1, 1999, a Sixth Ground Lease (the "Fourth Hospital notifying the County of its the Amendment of
Sublease now
Supplemental Indenture dated as Supplemental Ground Lease"),and
interest to issue revenue debt. before this meeting. Section 3.
of January 1,2001 and a Seventh WHEREAS the Corporation has NOW, THEREFORE, BE .IT Amendment to Ground Lease.The
Supplemental NTrustovember
Indenture ! guaranteed the payment of the ORDAINED by the Board of Board does hereby approve and
dated as of November 1, 2003, principal of, premium, if any, and County Commissioners of the authorize the Fourth Supplemental
each between the Authority and interest on the Prior . antis, the County of Weld,State of Colorado, Ground Lease in substantially the
the Trustee (collectively, the Series 2005 Bonds. and any as follows: This is an emergency form thereof now before this
"Original Indenture"), and !I Additional Bonds pursuant to the ordinance which shall be effective meeting and hereby approv and
WHEREAS, the Authority has terms and conditions of a Guaranty on adoption as provided in Article the Fourth Supplemental Ground
Hospital
III, Section 3-14, of the County's
Lease shall be executed on behalf
leased the Land and the osuant Aoreem dated as of January Home Rule Charter. Public Notice of the County by the Chairman or
Facilities'to the Hospital pursuant 1 1993, as amended by theChairman Pro- em of the Board,
to a Lease,dated as of December Guaranty Agreement.Amendment of this Ordinance shall be given
I.1985,between the Authority and dated as of October 15, 1999, as forthwith.Without such procedure, sealed with the seal of the County
the Hospital and accepted and
further ant Second etl by the Amendment
the Ordinance could not be and etlerted by tie Clerk to the
approved mend by the County, as Agreement Amendment consideredaccommodate and finally adopted so Board i^ substantially the f°^^
amended and supplemented by dated as of November 1,2003 and as to 2005ndsa sale of the thereof ^°w' before this midi
the Agreement, a First the Guaranty Agreement Third Series 2005 Bonds when interest and hereby approved,or with such
November mental Lease, dated as of Amendment to be entered into, rates and credit enhancement and changes therein as shall be
1, 1990, between the each between the Corporation and liquidity terms are most favorable approved by Chairman a the
Authority and the Hospital and the Trustee, and and in the time necessary to allow
accepted and approved by the WHEREAS, Banner has timely refunding of the Refunded Chairman Pro-Tam executing the
County, a Second asof Supplemental guaranteed the payment of the 1999 Bonds. Section 1. Eighth same, with c such execution to
Lease, dated as November 1, principal of, premium, if any, and Supplemental Lease. The Board constitute conclusive evidence of
rsua on the Prior Bonds does hereby acknowledge notice their approval and this Board's
1990 between the Authority andof the Hos g approval of any
the Fosp'nal and ounty,accepted and pursuant to the terms andPeal's intention to incur such changes or
Supplemental
by the County, a Third conditions of the Limited y revenue debt, and does hereby revisions therein fromere the form of
S nuary ntel Lease, dated as of Agreement and the 2003 Limited approve and authorize the the Fourth Supplemental Ground
January 15, 1993, between the Guaranty Agreement and will incurrence of represented by the Lease now before this meeting.
Authority and the Hospital and and tea payment of,ihe 200principal Hospital as by the Section 4. Enterprise.ridcontinues The Board
accepted and approved by the of and interest on the Series 2005 Eighth Supplemental Lease has treated,and to treat,
I County, a Fourth Supplemental Bonds pursuant to the terms and between the Authority, as lessor, the Hospital as an"enterprise"for
Lease, dated as of December 1, Guaranty
conditions of the 2005 Limited and the Hospital, as lessee, purposes of Section 20 of Article X
1994, between the accepted
and ! Guaranty Agreement to be entered whereby the Hospital Facilities, of the Colorado Constitution.
the Hospital and and Into,Trustee,each between Banner and the and any additions thereto, will be Section 5. Other Matters. The
approved by the County, a Fifth and leased by the Authority to the Board hereby approves the
Supplemental Lease, dated as of WHEREAS, the Hospital desires Hospital and with rentals payable incurrence of revenue debt by the
I November 1, 1999, between the Cat the Authority provide the thereunder as provided in the Hospital as further represented by
Authority and the Hospital and Series
tat with the proceeds of the Eighth Supplemental Lease now the issuance of the Series 2005
accepted and approved by the 2005 Bonds in order to before this meeting, which rents Bonds,and approves the Hospital
County, a Sixth Supplemental refund a portion of the Senes 1999 are payable as provided in the entering into the Escrow
Lease, dated as of January i, Bonds (the "Refunded 1999 Eighth Supplemental Lease for the Agreement (1999), the Bond
use of such Hospital PurchaseAgreement and a Tax
2001, between the Authority Seventh
Bonds") and to pay certain costs additions thereto,and suches,Eighth I Certificate to Arbitrage and the
the Hospital and a Seventh associated with the issuance of the9 Provisions of Sections 103 and
Supplemental Lease, dated as of Series 2005 Bonds,- and Supplemental Lease to be in 141-150 of the Internal Revenue
November 1, 2003, between the WHEREAS,in connection with the substantially the form thereof now
Authority and the Hospital and issuance of the Series 2005 before this meeting and hereby Code of 1988. Section 6. Further
accepted and approved by the. Bonds, the Authority and the approved or with such changes Action. The Board further
County (collectively, the 'Original Trustee shall be amending and therein as shall be approved by the authorizes the officersCommissioner
orn of the Board
supplementing the Original officers of the Hospital executing or any County Cones ss cry to
Indenture by an Eighth the same, with such execution to take all action necessary or
Supplemental Trust Indenture(the constitute conclusive evidence of reasonably required to carry out
the transac
'Eighth Supplemental Indenture"), their approval of any such changes this Ordinations contemplated by
the Authority and the Hospital,with or revisions therein from the form i Ordi^a^ce• including without
rrs
the approval of the County, shall of the Eighth Supplemental Lease Iitery the execution and
I now before this meeting; and the be amending and supplementingof closing documents
the Original Lease by an Eighth i consent contained in the Eighthnecessary in connection with such
transactions'Section
Supplements Lease it he "Eighth Supplemental Lease (which on T.No lability
Supplemental Lease", and the obootenb to thee notice ofinherence et
no of ^Coub or Bond. It is hater
revenue debt)end be®soiled an
understood and agreed Mal the
Series 2005 Beadsb be leers by
the Authority do all amouoenbas a
debt or liability Gower
and
that the County is not obligated to
make lease p.,,.a to the
Authority, and neither taxpayer
funds nor any funds of the County
will be used to pay the principal of,
interest,or redemplbn premium on
any of the Authority's Series 2005
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 this Ordinance be any
deemed re e
ed to have
created a duty of are with respect
to any persons or entities not a
the party to
Original Ground Ground
Lease,ant Original enIndenture,the
Eighth Supplemental indenture,
the inai( Lease, the Eighth eental Leathe Odgknl
Subbase, Escrow Ateerns, the Amendment t
M), the Tax Certgl�or Me
Purchase
Section B. PublicNAore.tha.
public notice of the adoption of this
emergency ordinance aid
forthwith be(Mann by as Clerk Is
the load d Canty
Coassignee d Watt Casey.__
Colorado, kal waarwltt Article
III, Section 3-14(c), of Me Weld
County Hams Wie Charter,B of Oda Commissionary�
finds, and hereby declares, Si.
Ordinance le be an Emergency
Ordinance es closing on Ms
Colorado Health Faac ties lWthorilyy
Hospital Revenue
Inc. funding
Bads (NCMC, �Prolect),
Series 2005, is scheduled to take
plan as soon as reasonably
possible and its immediate
pew pe Is necessary to obtain a
of ioraada interest rate and credit
e nhancement and liquidity terms
on Me Series 2005 Bonds and
timely completion of the refunding
of the Refunded 19
99 Bonds and
mcessary for the preservation
e land protection of the public
and - welfare:
Stir FURTHER ORDAINED by
the Board if any section,
subsection, paragraph, sentence,
curinse of this Ordinance
is tot any reason held or decided o
be u constfiNanal, such decision
MreSn rbnot Sle t the-validly of the
d adds hereof. The
anthatCamaktias
aMeGted
and every aMedfon,
of MerA ll el d there
fad Mat any aft et NMin lone,
subsections, peae/aphs,
sentences,miht �rises
be
unconstitutional er bwSd. The
above and foregoing Ordnance
Number 233 a,on am duly
made and seconded, adopbd by
the following vote on the 23rd day
of May, A.D., 2005
BOARD OF COUNTY
COMMISSIONERS
Read and Approved:a 23,2005
Publication: June 1, 2005, in the
Fort Lup on Press
Effective:May 23 2005
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