HomeMy WebLinkAbout941350.tiff RESOLUTION
RE: APPROVE NOTICE AND CONSENT DOCUMENT REGARDING AGREEMENT
BETWEEN NORTH COLORADO MEDICAL CENTER, INC. AND CATHOLIC
COMMUNITY SERVICES NORTH AND WELD COUNTY DEPARTMENT OF HEALTH
AND AUTHORIZE CHAIRMAN TO SIGN
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, Colorado, and
WHEREAS, the Board has been presented with a Notice and Consent document regarding
Catholic Community Services North and Weld County, Colorado, Department of Health, as a result
of the proposed lease between North Colorado Medical Center, Inc. (NCMC), and Western Health
Network, Inc., and
WHEREAS, NCMC has requested all signatories to agreements with NCMC and its
subsidiaries to consent to said lease, and
WHEREAS, after review, the Board deems it advisable to approve said document, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the above mentioned Notice and Consent document regarding Catholic
Community Services North and Weld County, Colorado, Department of Health, from North
Colorado Medical Center, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chairman be, and hereby is, authorized
to sign said document.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 28th day of December, A.D., 1994.
/v laic WELBOAD
OF COUNTY COMMISSIONERS
ATTEST: WELDCOUNTY, COLORADO
Weld County Clerk to the Board L /
W. H. Webs eth 'rma
Deputy Clerk to the Board . Dale K. Hall, Pro-Te
°
( /APPROVED AS TO FOR • h'- yr 1_ y ,
eorge et. Baxter
County Attor ey `. Con tance L. Harbert
. Barbara J. Kirkmeye
941350
�r_: ei); Ht)Nett C j CCs HS0004
NOTICE AND CONSENT
THIS NOTICE AND CONSENT is executed and delivered as of January 1, 1995 by
NORTH COLORADO MEDICAL CENTER, INC. (the "Contractor") and CATHOLIC
COMMUNITY SERVICES, NORTH AND WELD CO. COLORADO DEPARTMENT OF
HEALTH, or its predecessor in interest (the "Obligee"). The Contractor and the Obligee are
parties to that certain agreement entitled Letter Agreement (the "Contract").
Section 1. Notice.
(a) Notice is hereby given of (i) the lease by North Colorado Medical
Center, Inc., a Colorado non-profit corporation ("NCMC"), of substantially all of its assets
to Western Health Network, an Arizona non-profit corporation ("WHN").
(b) Notice is hereby given that the transaction described in Section 1(a) of
this NOTICE AND CONSENT will be consummated as of the Closing Date (the "Closing
Date") of the Operating Agreement by and between NCMC and WHN, among other parties
(the "Operating Agreement"), which is expected to occur on or about January 1. 1995.
Section 2. Consent. Pursuant to the Operating Agreement, WHN will be responsible
for all of the Contractor's obligations, duties and liabilities under the Contract as of the
Closing Date. In consideration of WHN's unconditional acceptance and assumption of all of
the Contractor's executory obligations, duties and liabilities to pursuant to the Contract, the
Obligee hereby acknowledges and consents to the assignment of the Contract to WHN, on
and as of the Closing Date.
Section 3. Payments. The Obligee hereby acknowledges and agrees that payments, if
any, required to be made by the Obligee to the Contractor on or after the Closing Date
941350
pursuant to the Contract for any times prior to January 1, 1995 shall be made and transmitted
to North Colorado Medical Center, Inc., 1801 16th Street, Greeley, Colorado 80631.
Section 4. Waiver and Amendment of Limiting Provisions. For purposes of this
NOTICE AND CONSENT only and effective from and after the Closing Date, the Obligee
hereby waives compliance with, and the operation of, any and all provisions of the Contract
which might cause a termination, suspension, breach or default under the Contract by any
party thereto in the absence of this NOTICE AND CONSENT.
Section 5. Preservation of Rights. Except as expressly provided by Section 4 of this
NOTICE AND CONSENT, all rights of the Obligee under the Contract, including, without
limitation, any rights arising from the Contractor's breach or alleged breach of the Contract,
if any, occurring prior to the Closing Date, shall be deemed preserved by this NOTICE
AND CONSENT, without modification or reduction.
Section 6. Effectiveness. This NOTICE AND CONSENT shall be effective without
regard to the actual Closing Date; provided, however, that if the Closing does not occur, the
Contractor shall remain fully obligated to Obligee under the Contract, and WHN shall have
no liability or obligations with respect to the Contract unless and until the Closing occurs.
Executed and delivered as of the date first above written.
THE CONTRACTOR
NORTH COLORADO MEDICAL CENTER,
INC.
By: �Evc,6sait4
Karl B. Gills
Executive Vice President
-2-
THE OBLIGEE
CATHOLIC COMMUNITY SERVICES,
NORTH AND WELD CO. COLORADO
DEPARTMENT OF HEALTH
By: / (I/, i /.a k d11
W. H. Webster; Chairman (1/14/95)
Weld County Board of Commissioners
-3-
rw
NORTH COLORADO
Is MEDICAL CENTER
1801 16th Street
Greeley, Colorado 80631-5199
303-352-4121
December 6, 1994
Via Certified Mail
Return Receipt Requested
Weld County Colorado Department of Health
1517-16 Avenue Court
Greeley, CO 80631
Dear Sir:
As you may be aware, North Colorado Medical Center, Inc., a Colorado non-profit
corporation ("NCMC") has negotiated a lease of its business assets, pursuant to an Operating
Agreement, to Western Health Network, Inc., an Arizona non-profit corporation ("WHN").
WHN owns and operates hospitals and other health care operations and is the largest
operating unit of Lutheran Health Systems, a North Dakota non-profit corporation. The
lease of NCMC's assets and assumption of liabilities by WHN is expected to become
effective on January 1, 1995. WHN will notify you in writing of the actual effective date of
the Operating Agreement shortly thereafter.
Since you are a party to a contract with NCMC, it is notifying you of, and seeking
your consent to, this transaction. The enclosed NOTICE AND CONSENT is transmitted
for such purposes. Please sign both copies of the enclosure and mail one of the copies to the
law firm representing NCMC in the stamped, self-addressed envelope provided as soon as
possible, but in no event later than 10 days after your receipt of this letter. Retain the other
copy for your files.
The NOTICE AND CONSENT is provided for your protection, as well as a
safeguard for NCMC and WHN. It does not alter in any way your contract. After the
effective date of the Operating Agreement WHN will continue to perform NCMC's ongoing
obligations under the contract; however, NCMC will be no longer a party to the contract.
Upon the effective date of the transaction, WHN will assume the NCMC's ongoing
obligations under your contract.
Weld County Colorado Department of Health
December 6, 1994
Page 2
If you have any questions regarding the NOTICE AND CONSENT, please contact
Ellen E. Stewart, Esq. of Gorsuch Kirgis L.L.C. by telephone: (303) 299-8929.
Your cooperation in this process is appreciated.
Very truly yours,
NORTH COLORADO MEDICAL
CENTER, INC.
By:
Karl B. Gills
Executive Vice President
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