HomeMy WebLinkAbout930118.tiff RESOLUTION
RE: A RESOLUTION WITH RESPECT TO NORTH COLORADO MEDICAL CENTER; 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 COLORADO HEALTH FACILITIES
AUTHORITY 3OSPITAL REVENUE BONDS (NORTH COLORADO MEDICAL CENTER) SERIES
1993 AND THE PRELIMINARY OFFICIAL STATEMENT PERTAINING TO SAID BONDS;
PROVIDING FOR THE EXECUTION AND DELIVERY OF A MEMORANDUM OF UNDERSTANDING
AND ALSO MAKING OTHER PROVISIONS IN CONNECTION WITH THE FOREGOING
WHEREAS, the Board of County Commissioners of Weld County, Colorado,
pursuant to Colorado statute and the Weld County Home Rule Charter, is vested
with the authority of administering the affairs of Weld County, COlOrad0, and
WHEREAS, Weld County, Colorado (the "County") is a home rula 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 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 (tie "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, Norwest Bank Denver, N.A. , as successor to United Bank of Denver National
Association and IntraWest Bank of Greeley, N.A. (the "Trustee") , the Hospital and
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 (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 (the "Series 1985 Bonds") and its Variable Rate Demand Hospital Bonds (North
Colorado Medical Center) Series 1990 (the "Series 1990 Bonds") pursuant to a
Trust Indenture, dated as of December 1, 1985, between the Authority and the
Trustee, as amended and supplemented by a First Supplemental Trust Indenture,
dated as of November 1, 1990, between the Authority and the Trustee and a Second
Supplemental Trust Indenture, dated as of November 1, 1990, between the Authority
and the Trustee ;collectively, the "Original Indenture") , and
930118
RE: NCMC/COLORADO HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE BONDS
PAGE 2
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 supplementec by the Agreement, by a First Supplemental Lease, dated as of
November 1, 1990, between the Authority and the Hospital and accepted and
approved by the County and by a Second Supplemental Lease, dated as of
November 1, 1990 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 the Series 1985 Bonds, the Series 1990 Bonds and the
documentation related thereto, and
WHEREAS, the Hospital has sublet the Hospital Facilities to the Corporation
pursuant to a Second Amended and Restated Operating Sublease, dated as of
November 1, 1990 (the "Original Sublease") , and
WHEREAS, the Authority has agreed to issue its Hospital Revenue Bonds
(North Colorado Medical. Center) Series 1993 (the "Series 1993 Bonds") to finance
the hereinafter defined Project, and
WHEREAS, the Series 1993 Bonds will be insured as to the payment of
principal and interest (but not premium) as such become due (other than by reason
of acceleration of the payment date of principal of the Series 1993 Bonds) under
a financial guaranty insurance policy issued by Municipal Bond Investors
Assurance Corporation, a stock insurance corporation incorporated under the laws
of the State of New York (the "Bond Insurer") , and
WHEREAS, the Corporation has guaranteed the payment of the principal of,
premium, if any, and interest on the Series 1985 Bonds, the Series 1990 Bonds,
the Series 1993 Bonds and any Additional Bonds pursuant to the terms and
conditions of a Guaranty Agreement, dated as of January 15, 1993 (the "Guaranty
Agreement") , between the Corporation and the Trustee, and
WHEREAS, the Hospital desires that the Authority provide the Hospital with
the proceeds of the Series 1993 Bonds in order to refund a portion of the Series
1990 Bonds, to `und future capital expenditures with respect to the Hospital
Facilities, and to pay costs of issuing the Series 1993 Bonds (collectively, the
"Project") , and
WHEREAS, in connection with the issuance of the Series 1993 Bonds, the
Authority and the Trustee shall be amending and supplementing the Original
Indenture by a Third Supplemental Trust Indenture, dated as of January 15, 1993
(the "Third Supplemental Indenture") , the Authority and the Hospital, with the
approval of the County, shall be amending and supplementing the Original Lease
by a Third Supplemental Lease, dated as of January 15, 1993 (the "Third
Supplemental Lease") , and the Hospital and the Corporation shall be amending,
supplementing and restating the Original Sublease by a Third Amended and Restated
Operating Sublease, dated as of January 15, 1993 (the "Restated Sublease") , and
930118
RE: NCMC/COLORADO HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE BONDS
PAGE 3
WHEREAS, PaineWebber Incorporated (the "Underwriter") has agreed to
purchase the Series 1993 Bonds from the Authority pursuant to a Bond Purchase
Agreement, dated as of February 4, 1993 (the "Bond Purchase Agreement") , between
the Authority and the Underwriter and accepted and approved by the Hospital and
the Corporation and an Indemnity Letter attached thereto as Exhibit A (the
"Indemnity Letter") from the Hospital and Corporation and accepted by the
Authority and the Underwriter, and
WHEREAS, the Authority, the Trustee, as trustee and escrow agent, the
Hospital and the Corporation will enter into an Escrow Agreement, dated as of
January 15, 1993 (the "Escrow Agreement") in connection with the refunding of a
portion of the Series 1990 Bonds, and
WHEREAS, the County desires to approve of the issuance by the Authority of
the Series 1993 Bond and the execution of the documentation in connection
therewith, and
WHEREAS, the County, the Hospital, the Authority, the Corporation and the
Trustee have proposed entering into a Memorandum of Understanding, dated as of
February 1, 1993 (the "Memorandum of Understanding") , providing that, subject to
certain conditions contained therein and the failure of a nationally recognized
bond counsel to deliver an opinion that the operation of the Hospital Facilities
is not subject to the limitations of Amendment No. 1, upon the redemption or
defeasance of the Series 1985 Bonds and upon receipt of the consent of all of the
Series 1990 Bonds, the County, the Hospital, the Authority, the Corporation and
the Trustee desire to amend, replace or restate the documentation executed in
connection with the issuance of the Series 1990 Bonds and the Series 1993 Bonds
to provide for tie Corporation to be the ultimate borrower for the purpose of the
repayment of the Series 1990 Bonds and the Series 1993 Bonds as more s=ully set
forth in the Memorandum of Understanding, and
WHEREAS, there has been presented to the Board at its meetings the
following documents:
(a) The form of the Preliminary Official Statement prepared in
connection with the issuance of the Series 1993 Bonds (the
"Preliminary Official Statement") ;
(b) The form of the Third Supplemental Indenture;
(c) The form of the Third Supplemental Lease;
(d) The form of the Bond Purchase Agreement, including the form of
the Indemnity Letter;
(e) The form of the Escrow Agreement;
(f) The form of the Restated Sublease;
(g) The form of the Guaranty Agreement;
930118
RE: NCMC/COLORADO HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE BONDS
PAGE 4
(h) The form of the Memorandum of Understanding; and
(i) The form of the Tax Regulatory Agreement, dated as of
January 15, 1993 (the "Tax Regulatory Agreement") , among the
Authority, the Trustee, the Hospital and the Corporation; and
WHEREAS, in order to further promote the health and welfare of the
residents of the: County and the surrounding territory, it may become necessary
in the future to restructure the current relationships among the County, the
Hospital and the: Corporation, and
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado as follows:
Section 1. Third Supplemental Lease. The Board does hereby approve and
authorize the Third 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 Third Supplemental Lease now before this meeting,
which rents are payable monthly for the use of such Hospital Facilities, and
additions thereto, for such month, and such Third Supplemental Lease 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
Third Supplemental Lease now before this meeting; and the consent contained in
the Third Supplemental 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 :he Third
Supplemental Lease now before this meeting.
Section 2. Credit Enhancement of the Series 1993 Bonds. The Board does
hereby approve and authorize the purchase of a municipal bond insurance policy
from Municipal fond Investors Assurance Corporation credit enhancement for the
Series 1993 Boncs.
Section 3. Sale of Series 1993 Bonds. The Board does hereby approve and
authorize the Bond Purchase Agreement and the Indemnity Letter in connection
with the original sale of the Series 1993 Bonds, and such Bond Purchase Agreement
and Indemnity Letter to be in substantially the forms 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 forms of the Bond Purchase Agreement
and the Indemnity Letter now before this meeting.
930118
RE: NCMC/COLORADO HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE BONDS
PAGE 5
Section 4. Sublease of Hospital Facilities. The Board does hereby approve
and authorize the Restated Sublease between the Hospital, as sublessor, and the
Corporation, as sublessee, whereby the Hospital Facilities, and the additions
thereto, will be sublet by the Hospital to the Corporation and with rentals
payable thereunder as provided in the Restated Sublease now before this meeting,
which rents are payable monthly for the use of such Hospital Facilities, and
additions thereto, for such month, and such Restated 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 Restated Sublease now before this meeting.
Section 5. Memorandum of Understanding. The Board does hereby approve and
authorize the Memorandum of Understanding in substantially the form thereof now
before this meeting and hereby approved; and the Memorandum of Understanding
shall be executed on behalf of the County by the Chairman or Chairman P:ro-Tem of
the Board, sealed with the seal of the County and attested by the Clark 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 Memorandum of Understanding now
before this meeting.
Section 6. Other Documents. The Board hereby approves the form of the
Preliminary Official Statement, the Escrow Agreement and the Tax Regulatory
Agreement presented at this meeting and approves and authorizes the issuance of
the Series 1993 Bonds, the related transactions contemplated by the Preliminary
Official Statement and the execution and delivery by the Hospital of the final
Official Statement, the Escrow Agreement and the Tax Regulatory Agreement.
Section 7. 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 8. No Liability of County or Board. It is further understood and
agreed that the Series 1993 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 1993 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, Original Indenture, the Third Supplemental Indenture, the
Original Lease, the Third Supplemental Lease, the Restated Sublease, the Escrow
Agreement, the Tax Regulatory Agreement, the Bond Purchase Agreement or the
Indemnity Letter.
930118
RE: NCMC/COLORADO HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE BONDS
PAGE 6
Section 9. Public Notice. That public notice of the adoption of this
resolution shall forthwith be given by the Clerk to the Board after passage.
The above and foregoing Resolution was, on motion duly made and seconded,
adopted by the following vote on the 1st day of February, A.D. , 1993 .
BOARD OF COUNTY COMMISSIONERS ja ATTEST: A �./ WELD-COUNTY, COLORADO
Weld County Clerk to the Board
/ /1 Constance L. Harbert, Chairman
i'// /' ,� sir � ,
BY: e// ✓�. , �/ � i // ( /� , ., �,,,
Deputy Clerk to the ,Board, W. H. Webster, Pro em
APP E AS TO FORM: /J ,� r •
orgeE. Baxte
County Att )rney Dale K. Hall
•
Barbara J. Kirkmeyer
930118
.
,,, IC ; 11yo, Setat9eg the tea amend replace or approval•bl arty such Sublease now before sublease,the Escrow
Brs peri restate the Chonges or revisions this mooting. *ant, the Tax
M:dLDDENEDW N ' • dRdwnsl*nlen welt ihNS!from the ions d Agreement,
WITH RESPECT TO I lit re WHEREAS, In in eatindslMn MBn.1)tll BN TMW Supply ttit111M did*S. Purchase
NORTH COLORADO Wilt and c0005 orlon with the tearnastlt et dhe crier hetsm Stlp•nM UetlrrefanitgnM.. - or the
t*DICAL CEN the'. a, of•. tntenae ef Me Sadea 1900 Bends sing arts !psd deeds L•Bsr.
APPROVING THE WPM_WHEREAS, the 199$ Bonds, the Sodes IDA 9oniffiiµ 1 *prove_
AME/83MStNT TO APO of.,'.flit ,County, AiSfedly has based tr Autmray end the prust9e ibr Di THIN,. 'supplbtl*Ofd-w"Memorendu • 1!1181b Not*.
CONTINUED LEADEN Cdktado,a it Land end the Hospnel Truer** than be Cetporatlen to b•tin Lsaegeiroi Iw Uader*landing St *Woe el the
mww .ad"-
DF CERTAIN Fatigues to the Hoopi.i amending and WHIN ttoaowsrlor Mt a�y al thii Camly •Ilbwemletly OH of this
Hl*BPITAL FACLtTIEB WHEREAS, Weld pursuant toe Law, supptomeMtng the'pet(Mo*W of IIIe Ivy'1M ardit as or*Ma new Wad er.kwmin
BY THE COLORADO Qollnty,ColofWo(Ow dated as of December Oltgkal 1MMdere bye tOrgintl .al the WHIM,f8Relrll*t Pre-Ter e1 Mooting and . In"'''''' the Oink to
HEALTH FACILITIES Cois1y')Is a INTO ride 1,1085,between tits Third $. plementai 19f1t Bo end 91a t11a.BItatd sealed 14111 epprgved; and '' after
AUTHORITY TO THE dainty argent 8d;and Authority end the Tnfae lnd ate,dated Serpa I DOHS as theatre!9t the Chanty Nlemefendum L
BOAtlD OF TRLIa1EES Nidoling--:under the Hospital and accepted As of Amery 15,1993 more tally eat lath hr'end attested by the UnderstandingF,i
FOR NORTH Conetitttlon end the end approved by the (the 'Third the Memorendum of Giant to the awed In exeotted on OM MI u w and
COLORADO MEDIAL lairs of,the State of County,as amended S o p p I 6 m e n 1 a I Understanding,and sub9dMMt9Ny the,todt the`County by .w. _1Resolutlon
CENTER;APPROVWG ccldrado,end and supplemented by Indenture'), the • Wino!88w before 8* Chairman or 0 t.... rid s', n duly
THE COLORADO - the.Agreement,by a Authority end the WHEREAS,there hee meeting,and bareby Pro-Ter of the a
HEALTH FACILITIES W)EPEAS,under the First Supplemental Hospital, with the been presented to the approved,or with Mich dsaled'w.h the set
A 10 T H O R I T V provlelb m el lTMI•25, Lease, dated as ola'epptovald the County, Board et tee meetings OIINIBbe*ran as shell the county an `.' lit day of
HOSPITAL REVENUE Ammo,3,Pad 3 at the November 1. 199e, that be amending and the following be HOreved by,the by the-Clare to the FabmZry,AJl.1909.
BONDS (NORTH Colorado Revised between the Authority supplementing the documents: Chardon or the Board In substaMlaly
O t.OUDolegro AL Statutes, entitled and the Hospital and Original Lease by a Chard n. Pro-Tom the form thereof now ATTE$T:Dana. D.
cENTEN)IIERIES Bath rcdomy! Hospitals, adepted08idappfowd:Third Aupplem.Met (a)The lean of dm *scaring the soma, below this meeting,end HMrd.te.wog county
AND THE Est hment,' the by the County and bye Lease, dated as of Preliminary Ofltai9l with earth execution to hereby approved,or wade oche gird
PRELIM I N A R Y Jte ≥al County Second Supplemental Jemmy 15,1093(the $tatsment prepared In eoaatgdts correlative with such changes,
OFFICVIL STATEMENT-emmtasrpners (the,,Lease, dated as of 'T rd-Supplemental connection wnh I. evldahce et their therein as shall be BY:Carol H.Herding.
PERTAIRMOG TO SAO) 'Boar")to gm Coolly November I, 1990 Lepse),,.-and the lauanae of the Series approval and Site *proved by the Deputy Clerk to the
BOND&PROVIDING I established a body between the Authority Hospital and the 1993 Bonds (the Boards approval al my Chairman or the Boyd .
FOR THE EXECUTION corporate under the and the Hospital and'Corporation shall be'Preliminary Official ouch` Changes or Chairman, 'Pro-Tem
AND.DELIVERY OF A imam,,of 'Shard of accepted and approved a rn e n d I n g , SWernanth; revisions therein from executing the sear, APPROVED AS.TO
MEMORANDUM OF Trustees for Weld by the County supplementing and the form of the Third with such execution to FOtihk Dues T.canter,
UNDERSTANDING County General (collectively, the resiting the.Original (b)The fore ofata Third Supplemental Lease Constitute conclusive nutmeat County
ANCs ALSO MAKING Hospllak'now known a9,'01198*Lease),and Sublease by a Third S partite Oat lderurt nombnOre ldsaMMhg.-evidence of their Apansy
OTHE.PROVISIONS oa1111'Brterd-el Tntetiea , end Restated approval and this
IN _tricot WITH h Colorado WHEREAS,the County Opea ng Sitbetter,-(c)The format the Third Seaton 2. Credit-boards approval of any BOARD OF COUNTY
THE POIE00MG "s "* Center (the lad previouery,mimosa dated as of.rnuary 15, Supplanenn•i Lew, Enhancem MOt ent of the such changes or CDISSIONERS,
;�" T), which to the Original 1093 (the'Restated Series 1993 Bonds. revisions therepM COUNTY,
WHEREAS,the Board 'n all!'' the North Ordinances,approved Subbase"),and (d)The form of lots Bond The Board does he the form of
01 t*II the'issuance Medical t 'issuance of the Purchase Agreement, approve and adhering Memorandum , a
Commissional r air he'Hospital,Setles.1985 Bonds,the W H E R E A,S , Including the loan of the the. purchase 01 a Understanding Mad L.Harbert,
N )located on Serbs 1990 Bonds and PaineWebber'Indent/ty earth. municipal bond helots this meeting.
nl lu ed by the the documentation.Incorporated (the • Insurance policy from abater,Pro-
f . rented thereto,and 'Underwriter) has (a)'The form of theMunicipal Bond Section 6. 011$'
agreed to purchase the EsdowAgreemart; Investors Assurance Documents. The�BiOd F
Baxter
,the County, WHEREAS,the Hospital Serbs 1993 Bonds from Corporation credit hereby approve*AD.:
`to Emetgency has sublet the Hospital.the:Adhodlypuraud to (f)The form of the enhancement for the form of the Pregmleall Ithitheyer
ance No. 75 Facilities to the a Bond Purchase Restated Sublease; Serbs 1993 Bonds. Official Statement;the 'F,.
•ad and approved Corporation pursuant to Agremasnt,dated as of ' ' Escrow:Agreement•y* In t
',the'- beard on a Second Amended end'February 4,1093(the (g) The fore of the Section-3. Sale of the Tax Regul ap � in
t Eeeeee.
December 18, 1985 Restated Operating "Bond Purchase Guaranty Agreement; Series.1993 Beads. AgreementprerMMed M February el,tan
ntd Emergency Sublease,dated as of Agr•emeM'),between The Board does herby this meeting and
dit4mnende No.-180 November 1,1990 phe tiro Authority and the (h)The form 9f the approve and authorize approves - and
•
ed and approved 'Original Sublease'), Underwriter 'and Memorandum a BM.$o$ Pyrenees r ithgites mhe Isepance illit st on Boa October an accepted en.approved Understanding;and Agreement and-the el the Series 1993
x1990(coRsgryey, by the Hospital and the Indemnity' Letter In Bons, the related
**that WHEREAS, the Corporation and an (I)The form,of the Tea connector with Um transactions
cheep'),,vtitaa A9grdy has agreed to dndaRIPIN n d::.Letter ReguWtyt:tROP lltart-prlgghnet sale of the contemplated by the
• ui loualy teased lases Its Hospital:attached thereto as *lied as d.leriwy.15, Sedeellpg gents,Rog Preliminary Official
pale Revenue Bonds(Noah Exhibit A (the 1993 (the -Tex earth Bond Purahssa Statement and the
mnl }.ep, the Colorado- Medical "krdem911y-Lahr')from R e g a I a I o;r y A$reemeM and esseuton and delivery
F the Center)Series 1903 the Hospital and AOsitnr8'),entail gal tedsmnly Letter ec Oe la by.the Hospital of the
raffle ' ltdilth (the 'Series 1993 Corporation and Authority,the Truap 1, mthalattleliy the Snap Neal Official Statement,
--Authority(the.bonds')to finance the-aoosplld by the the Hospital and'this Retell n OW before Ns the Escrow Agreement
• •)pursuant to hereinafter dalbied-Au)141rfy and the Cdrporaatand ' mr*Ming and hereby,and the Tax Ragulslory
I •and Low,dated Protect and Undetneta,Lind IBMn'evel or with such Agreenrr.
•Bit l�of,December 1,' WHEREAS,in enter to ohpgee merlin sailed
M between the )1MEREAS,the Series WHEREAS, the further prompts tin be'approved by UN Section 7. Further
• ty and, d natured
1$93 Binds will be Aut�,the Trustee, health end Heifer et officers 01 the Hospital Action. The Board
,:as knradaured as to iha,is, le'rut escrow the resident%of the •xeeuting the same, further authorizes the
aeppteeamw fry le pepatkit of pitapat an agent,815I1tp010 and Coolly and lit. MBIK wan execution to officers a the Board or
l M. crest.. (but not IM F.arporation will slbwndM ug ternary,It setMlute conclusive any County
27, 19S8'bhi Ifradkm) as such Orilla Imo at say bees*Ire imam).evidence of their Commbeioner to take
'J" m L RPa
partg Oee due(091er Mao'ASIRMMMt,Hinted es of In the fitter* le approval end this MI action necessary or
• Authory. 1h• by reason of I5,1993(the fWtichM#I the aft*-Weida Waal soy reasonably required to
rlMy.Haw*Bonk acceleration of tin Agtasmnt')b the*oh *hang** or carry out the
r:;.'09 A„ .as payment date- of do Dion Leith'the a*M )1. a pppMQI ry 511415 therein from I r a ff.a e t I 0 n s
pip ad pkiettal.el the Sort p et it pagan al and the Sorperalh'ri, the tome of the Bond contemplated-by this
10116 Bands)under a 10$0 mob, .me Pst'mte.s Agreemee Ordinance.Including
.�I guaranty ref' ewDaist lademedetg without limitation,the
.^op,. NOW,THEREFORE, aoftOclo»rilsms.Bq. akasuNeen and delivery
;.NA. (Im by ' �'t ,*Coo* BE IT RESOLVED by .• . ,et means documents
t the Herptet:1 r*serene* desires to approve at lie Beata el f.Sublet*.el seeassery at cmdrdlorr
aid N.rnt cplppdo Corporu'len,5 stone the tasplutee by the 00000000 06.11 Fete*The se midiaa/nidloas.
al per,mephe krtn%nas, Hata* . Una the sales C*Md111 lTelil/aeo sb dos'sweaty
'C i.:: , i: I r iMa tlarl'one tin Mew ' eltrIM*r-IM WOW* Swoon a Ho LM iuy m
/ _^,4((o the Restehil SaWMee Co or Board. N Is
as York (the " and oat • •erasKlpt and
op,I IIMMN"),.ete, ��n MN.whh S . 1ShLNMx.�rMIA MOr,m1i1 wo sued WE the dodos •
e MOdeN'•m1ll 'D�M=pn gdt 10;8 Sonde le m
the A` li the REAR, the leeuea y the mew*
e '1s. C rporelSn htep i,the Convey litho elf INt l .:,...rd Ifplp Of Ilbdentive%,d eb r etsu Me a debt
tees,t rli9lnt� fI the p.leri the 'Heililltl, the WalllM Ldp 'srp1Mats 91prtae, or DOD el tnb Ceenty
o a ryj p,'t�,l Itp rt.rE.Jibe Principal of, Authority. the Ai01l ll, Sseedr,'end be sublet by the Rothe t the County Is
(coBeelovely, the Prentlufm.B an , ration,end Um the. egad.atepttel to. Um no obn 11d w make
Original GtgMnd 11114.4 on the Ba 'T. �p Or H&Ip�ehase Co9putahon and 5191 tease payments to the
Lew).t..dbydtepipl trde,the Woe 5 into a��met ,y fent,Ie pylabie-Authority.and neither
with it a IMelhla y ma 118 Se +t.lhe sent. M.., *kr' of iddENIII WIN Darathler se JttrmrMg'hWlever ands nor any
nobility el as Hegel* 'Bends. and any as MasA ey.1IM t8.• the Rem*.erode*Me Cony vat
Rafundiag Bovines *1011851 Bonds of F.hruery 11199 telhe HaUSd end now inter* he pose to pay the
Bards pre. Wa tnepstent to the terms l` enwm of rentals plye1 a 'meeting, which pinata oI,lamest,or
M•OealCasts,) alas.,,eid doedlllone of, U t hdlna'),mwreundr as prvM*d rants are ps iible redemption pow.nr on
1985(IM."Smuss GWrany Agreem sdl ertto In the Third meftgdy for the use of any of the Authority's
JMBMry 1$,,cs eaitiette Supplemental Lease molt Hoopla FatiMse, eases 1903 Bondi. No
gate. %pIlq ),b arc pa tat it u*SI r gtMt e r ter aura
Hite itteeg a dials of deemed
.odic Agreemeud'L barman"gta ara Mamt.r'J19a'yr w=.udn-mwttta:and,fact be aeemw to
Medkel' bppYY wC•paartan and the tw*agrf7sed :head meet*for the used ouch Realm'Sale* constitute•water of
1990 drelifeelie 1990 Ttdate•,Mid Oftliella t•(g1.11xaf•len eumt liogtal to bolo my Imri dtl a tin
Bonds")pastoratea opinion twlratc the en addWon a fowled *Nil Bsmd atisk officers or
Trust.damn,dated WHEREAS,the Hoopla apr'DMncl theelotptel for such month, Mdk'meelko ' tole* employees may
as ot,f7edembmr t; desires that the Fidel*M Pet r ardedd touch Third approved o�with each possess,nor shell any
1985, between the AuthorIty provide the to Ike IlrIalgnp el St4Wems1W Lew be dingee Herat as shall Portion of tie ONHarroe
AtIthortly and tin Hospital with the Amdnrditled the. 1,le rmleteet5M the ISIS he Approved by the he deemed to have
Trustee:as pal dap p .Oda of the Setts. 1419 the,se4 1Mon a ester before Mtn el the Hwpg4 created a duty of care
n a sup�bmaft try a 8101 in okr or*to.de, troe of the old hereby Ing the.same, with respect to any
Flint S HIPle metMilthleat.'HD*d Ninon of the *Obit*Bonds and approved Dr were each ant such execution to parer or entries not a
Indenture,dated 55-el genes 1900 Bonds,to Mort receipt to-the thengee shat commute conduits. Parry le tin Original
November.I, 1990, laid, tulure capital.consent of W She be pp�il the evidence of their Ground Lew,Original
between the Abthory et(piendilures with Sothis 1900 8ordl the olpppa Mite*sap* approval and this Indenture, the Third
andthe yreelear end o:4sped,Itdtta Ho tef County,the HsepMal,as Ill Mte.,}Ilttblt,•Bores appwat or amy Supplemental Indenture,
Second Supplemental F•o11h hy, the Mgt eaentdtlaMo Wolf changes or the d Su Uµ.,the
Trust indenture,deed dusts and the comtNdte d"e!iipWspve rviobns therein from Third Supplemental
as o1 r Nov*mbar 1, Series desire te evidence of 111NF *irk*of the Reath* Lease,the Restated
AFFIDAVIT OF PUBLICATION
•
STATE OF COLORADO
ss
COUNTY OF WELD
I, KEITH HANSEN, of said County of Weld, being duly
sworn,say that I am publisher of
WINDSOR BEACON
a weekly newspaper having a general circulation in said
County and State, published in the town of WINDSOR,
in said County and State; and that the notice, of which
the annexed is a true copy, has been published in said
weekly for_ successive weeks, that the notice
was published in the regular and entire issue of every
number of the paper during the period and time of
publication, and in the newspaper proper and not in a
supplement, and that the first publication of said notice
was in said paper bearing the date of the
f/day of 94.A,.cc , A,D., 1923 and
the last publication bearing the date of the
day of A.D., 19_ and
that the said WINDSOR BEACON has been published
continuously and uninterruptedly for the period of 5
consecutive weeks, in said County and State, prior to the
date of first publication of said notice, and the same is a
newspaper within.the meaning of an Act to regulate
printing of legal notices an advertisements, approved
May 18, 1931, and all prior cts ar as in force.
in. //
` P USHER
Subscrib45} and sworn to before me this Llo ' day
of 9 a.-6.7 19 f3
•
�(
�z4.4./ L /i"faN,'+e
NOTARY PUBLIC
My commission expires -/ sc. /e ?C.
t
II
x/ 04 / 4
MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING, dated as of
February 1, 1993 (this "Memorandum of Understanding" ) , among
Weld County, Colorado, a body politic and corporate and a
political subdivision of the State of Colorado (the
"County" ) , the Board of Trustees for North Colorado Medical
Center, a body corporate, created and appointed by the Board
of County Commissioners of the County pursuant to authority
vested in the County by Part 3, Article 3 of Title 25 ,
Colorado Revised Statutes (the "Hospital" ) , the Colorado
Health Facilities Authority, a body politic and corporate and
an instrumentality of the State of Colorado (the
"Authority" ) , North Colorado Medical Center, Inc . , a Colorado
nonprofit corporation (the "Corporation" ) and Norwest Bank
Denver, N.A. , a national banking association duly organized
and existing pursuant to the laws of the United States of
America, as trustee under that certain Trust Indenture, dated
as of December 1, 1985 , between the Authority and the
Trustee, as amended and supplemented by a First Supplemental
Trust Indenture, dated as of November 1, 1990 , between the
Authority and the Trustee and a Second Supplemental Trust
Indenture, dated as of November 1, 1990 , between the
Authority and the Trustee (collectively, the "Original
Indenture" ) , evidences the intent of the parties to take
certain actions described herein.
WHEREAS, the County owns certain land and hospital
facilities located in the City of Greeley, Colorado and
commonly known as North Colorado Medical Center (the
"Hospital Facilities") , which Hospital Facilities have been
leased by the County to 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, the Trustee, the Hospital and 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
(collectively, the "Ground Lease") ; and
WHEREAS, the Authority has leased such Hospital
Facilities to the Board pursuant to a Lease, dated as of
December 1, 1985, between the Authority and the Hospital , as
accepted and approved by the County, as amended and
supplemented by the Agreement , by a First Supplemental Lease,
dated as of November 1, 1990 , between the Authority and the
Hospital and accepted and approved by the County and by a
Second Supplemental Lease, dated as of November 1, 1990
between the Authority and the Hospital and as accepted and
approved by the County (collectively, the "Original Lease" ) ;
and
WP146302-030/249
WHEREAS, the Corporation has guarantied the payment of
the principal of, premium, if any, and interest on the Bonds
pursuant to the terms and provisions of a Guaranty Agreement,
dated as of January 15, 1993 (the "Guaranty Agreement" ) ,
between the Corporation and the Trustee; and
WHEREAS, the constitution of the State of Colorado has
recently been amended by the addition of article X,
section 20 ( "Amendment No . 1") , limiting the incurrence of
indebtedness by certain governmental entities subject to
Amendment No . 1 and limiting the increase in the spending of
such governmental entities ; and
WHEREAS, the operation of the Hospital Facilities is not
presently subject to the limitations imposed by Amendment
No . 1 since the Hospital constitutes an "enterprise, " as
defined in Amendment No . 1, and the Hospital Facilities are
presently operated by the Corporation, a nongovernmental
entity; and
WHEREAS, the County, the Hospital and the Corporation
believe that. the Corporation will be able to provide a higher
level of medical services to the residents of the County
(including charitable care) and that the Corporation will be
able to provide such medical services at a lower cost to such
residents if the operation of the Hospital Facilities is not
in the future subject to the limitations of Amendment No . 1 ;
and
WHEREAS, the County, the Hospital and the Corporation
desire to provide that the Corporation has the ability to
continually access the debt market to finance necessary
capital improvements and expeditures; and
WHEREAS, in order for the County, the Hospital and the
Corporation to more fully comply with the exemptions provided
in Amendment No . 1, the County, the Hospital and the
Corporation desire to provide a mechanism whereby the
Corporation would lease the Hospital Facilities and become
the sole obligor with respect to the Bonds .
NOW, THEREFORE, in consideration of the foregoing, the
County, the Hospital , the Authority, the Corporation and the
Trustee agree as follows :
If, upon request of the County, the Authority, the
Hospital, the Corporation, the Trustee or Municipal Bond
Investors Assurance Corporation, as the insurer of certain of
the Bonds , a nationally recognized bond counsel firm is
unable to deliver an opinion that the operation of the
Hospital Facilities as presenity being conducted is not
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WP146302-030/249 0
subject to the limitations contained in Amendment No . 1, then
the Corporation shall immediately defease the Series 1985
Bonds (if any Series 1985 Bonds remain outstanding) , whether
or not then redeemable, and upon the receipt of the consent
of the registered owners of the Series 1990 Bonds, Credit
Suisse and Municipal Bond Investors Assurance Corporation and
the receipt of an opinion of nationally recognized bond
counsel that the proposed reorganization will not adversely
affect the tax-exempt status of the Bonds , the County, the
Hospital , the Authority, the Corporation and the Trustee will
reorganize their present relationships with respect to the
Hospital Facilities and the Bonds as follows :
(a) The Ground Lease, the Lease, the Sublease and the
Guaranty Agreement shall be terminated.
(b) Upon such termination as described in (a) above,
the County shall lease the Hospital Facilities , at
its option, either directly to the Corporation, to
the extent permitted by law, or otherwise to the
Hospital, for such rent as may be determined as the
time, and if such lease is to the Hospital, the
Hospital shall simultaneously sublease the Hospital
Facilities to the Corporation for such rent at may
be determined at the time, the term of such lease
to terminate not sooner than the defeasence of all
the Bonds or such later date as provided therein.
Such lease or sublease to the Corporation shall
include provisions requiring County consent to any
issuance of debt by the Corporation, to the extent
required by the County.
(c) The Authority and the Corporation shall enter into
a :loan agreement containing substantially the same
terms as the Sublease and providing for loan
repayments in amounts and at times sufficient to
pay debt service on the Bonds .
(d) The Indenture shall be amended, supplemented and
restated to reflect such a reorganization.
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WP146302-030/249
IN WITNESS WHEREOF, the County, the Hospital , the
Authority, the Corporation and the Trustee have evidenced
their intent to comply with this Memorandum of Understanding
by their execution of this Memorandum of Understanding .
[SEAL] WELD COUNTY, COLORADO
Attest :
By � k=.;j 11-425/---
Chairman of the Board of
County Commissioners
1/11
Clerk to ' the Board
[SEAL] BOARD OF TRUSTEES FOR NORTH
COLORADO MEDICAL CENTER
Attest : By
President
By
Secretary
[SEAL] COLORADO HEALTH FACILITIES
AUTHORITY
Attest :
By _
Chairman
By
Executive Director
[SEAL] NORTH COLORADO MEDICAL CENTER,
INC.
By
Attest : President
By
Secretary
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WP146302-030/249
[SEAL] NORWEST BANK DENVER, N.A. ,
successor in trust to UNITED
BANK OF DENVER NATIONAL
ASSOCIATION and INTRAWEST BANK
OF GREELEY, N.A. , as Trustee
Attest : By
Authorized Officer
By
Authorized Officer
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WP146302-030/249
07.0 '
CERTIFICATE OF THE COUNTY
We, the undersigned, hereby certify that we are,
respectively, the duly elected, qualified and acting Chairman
of the Board of County Commissioners and the Clerk to the
Board of Weld County, Colorado (the "County" ) , and we do
further certify as follows :
1 . Attached hereto as Exhibit A is a true and correct
copy of an excerpt of the minutes of a meeting of the Board
of County Commissioners (the "Board" ) duly held on March 31 ,
1944 , including the Resolution (the "Original Resolution" ) of
the County creating the Board of Trustees for North Colorado
Medical Center, previously known as the Board of Trustees for
Weld County Public Hospital, and said Original Resolution has
not been revoked, rescinded, modified, amended or repealed
and is in full force and effect as of the date hereof .
2 . Attached hereto as Exhibit B is a true and correct
copy a Resolution (the "Resolution" ) , which Resolution was
introduced and read at a lawful regular meeting of the Board.
duly called, noticed and held on February 1, 1993 , upon which
day the Resolution was passed on its first reading by the
affirmative vote of at least a majority of the Commissioners
at the meeting at which it was introduced. Said Resolution
has not been revoked, rescinded, modified, amended or
repealed and is in full force and effect as of the date.
hereof . Excerpts from the Minutes of said February 1, 1993
meeting are attached hereto as Exhibit C.
3 . The County leases certain land containing hospital
facilities to the Colorado Health Facilities Authority (the
"Authority" ) pursuant to the terms and provisions of a Ground
Lease, dated as of December 1, 1985 , between the Authority
and the County, as amended and supplemented by an Agreement ,
dated April 27, 1988 (the "Agreement" ) , among the Authority,
the County, Norwest Bank Denver, N.A. (the "Trustee" ) , the
Board of Trustees for North Colorado Medical Center (the
"Hospital" ) and 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..
4 . The County hereby approves the execution and
delivery by the Hospital of the Third Supplemental Lease ,
dated as of January 15 , 1993 (the "Third Supplemental
Lease" ) , between the Authority and the Hospital and accepted
and approved by the County, amending and supplementing the
WP146302-030/239 .110 I 9
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Lease, dated as of December 1, 1985, between the Authority
and the Hospital and approved and accepted by the County, as
amended and supplemented by the Agreement, by a First
Supplemental Lease, dated as of November 1, 1990, between the
Authority and the Hospital and accepted and approved by the
County and by a Second Supplemental Lease, dated as of
November 1, 1990 between the Authority and the Hospital and
accepted and approved by the County (collectively, the
"Original Lease" ) .
5 . The County has duly authorized the execution and
delivery by the County of the Memorandum of Understanding,
dated as of February 1, 1993 , among the County, the Hospital ,
the Authority, the Corporation and the Trustee.
6 . To the best of our knowledge, no litigation or
proceeding against the County is pending or to our knowledge
threatened against the County in any court or administrative
body contesting the due organization and valid existence of
the County or of the titles of the present commissioners or
officers of the County or in any contesting or affecting the
validity, enforceability, due authorization or execution of
the consent to the Original Lease, the consent to the Third
Supplemental. Lease or the Original Ground Lease .
7 . The copy of the Original Ground Lease included in
the transcript of which this certificate forms a part is a
true and correct copy of such document .
8 . The County is not currently in default under the
Original Ground Lease.
WITNESS our hands this 17th day of February 1993 .
WELD COUNTY, COLORADO
By
Chairjiian
;i /.'/ / %/ /f --
Clerk "td the Board
WP146302-030/239 •.:�
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