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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
Authority with 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
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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
Hospital Improvement Revenue Bonds(NCMC, Inc.Project)Series 1999(the"Series 1999 Bonds")
and its Hospital Revenue Bonds (NCMC Inc. Project)Series 2003 (the"Series 2003 Bonds,"and
together with the Series 1990 Bonds,the Series 1993 Bonds and the Series 1999 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 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 Authority desire,upon receipt of the consent of the Hospital,
the Corporation and the Trustee, to amend and suoolement the Original Ground Lease to add
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certain additional property thereto 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 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 by the 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;
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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
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 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 bythe 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
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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.
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
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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
WELD COUNTY, COLORADO
, William HAJefNCe, Chair
Iasi �C �drn i lerk to the Board SC/�
4'� 1 �.. e� ile,"Pro Tem
®�`.!o�uty Clerk to the Board C 1
D vid E. Long
AP AS M: .k-
Q (�\
Roe D. Masd -
ountyty Att ey �Q /Ai
/
Glenn Vaad
Read and Approved: May 23, 2005
Publication: June 1, 2005, in the Fort Lupton Press
Effective: May 23,2005
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