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Home My WebLink About941320.tiff RESOLUTION RE: APPROVE CONSENT TO FOURTH SUPPLEMENTAL LEASE BETWEEN COLORADO HEALTH FACILITIES AUTHORITY AND BOARD OF TRUSTEES FOR NORTH COLORADO MEDICAL CENTER AND APPROVAL OF FIRST AMENDMENT TO THIRD AMENDED AND RESTATED OPERATING SUBLEASE 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 Consent to the Fourth Supplemental Lease between Colorado Health Facilities Authority and Board of Trustees for North Colorado Medical Center, with terms and conditions being as stated in said documents, and WHEREAS, after review, the Board deems it advisable to consent to said lease, 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 Consent to the Fourth Supplemental Lease between Colorado Health Facilities Authority and Board of Trustees for North Colorado Medical Center and approval of First Amendment to Third Amended and Restated Operating Sublease be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chairman be, and hereby is, authorized to sign said consent. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the28th day of December, A.D., 1994. / / /n 1 ,1 / // BOARD OF COUNTY COMMISSIONERS ATTEST: ,d,,, `144,44 ��=y%, WELD COUNTY. COLORADO Weld County Clerk to the Board �� fry it _Z)2r Q / bste f Ctpr n ,' 1 I BY: t+---S-eft rb.-1��__et�c_t Deputy Clerk to the Board ____,_____$ Dale K. Hall, Pro-Tem APP D AS TO FORM: �� /e 7 �� A /"1777----04- Gegr E. Baxter County Attq'rnay 4AÔ ce L. Harbert J. Kirkme er 941320 HS0004 The County hereby accepts and approves the foregoing Fourth Supplemental Lease and approves the Hospital's entering into the Fourth Supplemental J rase and shall take no action which would prevent or hinder the performance by the County or the Hospital of their respective obligations under the Fourth Supplemental Ipace, and approves the First Amendment to Third Amended and Restated Operating Sublease, dated as of December 1, 1994,between the Hospital and North Colorado Medical Center, Inc. • rv,_ WELD COUNTY, COLORADO [SEAL] LI/Attest: 4Chairman of the Board of County Weld Count Clerk to the Board Commissioners ��12 / / W.H. Webster (1/4/95) By �47/G� Deputy 02/577672 6 3,11320 FOURTH SUPPLEMENTAL LEASE Between COLORADO HEALTH FACILITIES AUTHORITY, as Lessor and BOARD OF TRUSTEES FOR NORTH COLORADO MEDICAL CENTER, as IAssee Dated as of December 1, 1994 02157767.2 © 941320 TABLE OF CONTENTS Page RECITALS 1 ARTICLE I REPRESENTATIONS, APPROVALS AND AGENCY APPOINTMENTS Section 1.01. Representations by Authority 1 Section 1.02. Representations and Warranties by the Hospital 2 ARTICLE II AMENDMENTS TO THE ORIGINAL LEASE Section 2.01. Amendment to Section 5.04(g) of the Original I pas% 2 Section 2.02. Amendment to Section 6.14 of the Original I pace 2 ARTICLE III MISCELLANEOUS Section 3.01. Reaffirmation 3 Section 3.02. Counterparts 3 02/57767.2 Q i 941320 THIS FOURTH SUPPLEMENTAL LEASE, dated as of December 1, 1994(this "Fourth Supplemental J parr"),between the COLORADO HEALTH FACILITIES AUTHORITY,a body politic and corporate and an instrumentality of the State of Colorado (the "Authority"), as Lessor, and the BOARD OF TRUSTEES FOR NORTH COLORADO MEDICAL CENTER, a body corporate, created and appointed by the Board of County Commissioners of Weld County pursuant to authority vested in the County by Part 3, Article 3 of Title 25, Colorado Revised Statutes (the "Hospital"), as Lessee, supplements and amends that certain eace, dated as of December 1, 1985, between the Authority and the Hospital and accepted and approved by Weld County, Colorado (the "County"), as amended and supplemented by an Agreement, dated April 27, 1988(the "Agreement")among the Authority,the Hospital, the County, the hereinafter defined Trustee and North Colorado Medical Center, Inc. (the "Corporation"), a First Supplemental IPar, dated as of November 1, 1990, between the Authority and the Hospital and accepted and approved by the County, a Second Supplemental Jease, dated as of November 1, 1990, between the Authority and the Hospital and accepted and approved by the County and a Third Supplemental J ease, dated as of January 15, 1993, between the Authority and the Hospital and accepted and approved by the County (collectively, the "Original Lease") (the Original Lease, this Fourth Supplemental Lease and any amendments and supplements thereto are hereto collectively referred to herein as the "Lease"). RECITALS WHEREAS, the Authority is a body politic and corporate of the State of Colorado created under the Colorado Health Facilities Authority Act, Article 25 of Title 25, Colorado Revised Statutes (the "Act"); and WHEREAS, the Authority and the Hospital have previously entered in to the Original Lease; and WHEREAS, Section 10.01 of the Indenture (as defined in the Original I ease) provides that the Lease may be amended, changed or modified, with the consent of Municipal Bond Investors Assurance Corporation (the "Bond Insurer"), as the issuer of a municipal bond insurance policy, and Credit Suisse, New York Branch (the "Bank"), as the issuer of a standby bond purchase agreement, but without the consent of the Bondowners (as defined in the Original Indenture), for the purpose of curing any ambiguity or formal defect or omission; and WHEREAS, the Authority and the Hospital have received the consent of the Bond Issuer and the Bank to the execution and delivery of this Fourth Supplemental I ease; and NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL LEASE, WITNESSETH: 02,577672 ® 941320 ARTICLE I REPRESENTATIONS, APPROVALS AND AGENCY APPOINTMENTS Section 1.01. Representations by Authority. The Authority represents and warrants that: (a) The Authority is a body politic and corporate duly created and existing under the Act, is authorized to enter into this Fourth Supplemental J ease, has been duly authorized to execute and deliver this Fourth Supplemental J Pace and agrees that it will do or cause to be done all things necessary to preserve and keep in full force and effect its existence; and (b) The performance of all covenants and agreements of the Authority contained in this Fourth Supplemental IPase and of all other acts and things required under the Constitution and laws of the State of Colorado to make this Fourth Supplemental J Pace a valid and binding obligation of the Authority in accordance with its terms, subject to the provisions of applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating or affecting creditors' rights generally, are authorized by the Act and have been duly authorized by proceedings of the Authority adopted at meetings thereof duly called and held. Section 1.02. Representations and Warranties by the Hospital. The Hospital represents and warrants as follows: (a) The Hospital is a body corporate created and operating under Part 3, Article 3 of title 25, Colorado Revised Statutes (the "County Hospitals Law") whose Board of Trustees has been validly appointed by the County, is authorized and has all necessary powers to enter into this Fourth Supplemental I ease and to carry out its obligations thereunder and hereunder, and has been duly -authorized by the Board of Trustees with the approval of the County to execute and deliver this Fourth Supplemental I ease; and (b) The execution and delivery of this Fourth Supplemental Lease do not and will not violate and will not conflict with or result in a breach of any of the terms or conditions of any restriction or of any agreement or instrument to which the Hospital is now a party. ARTICLE II AMENDMENTS TO nth ORIGINAL LEASE Section 2.01. Amendment to Section 5.04(g) of the Original Lease. Section 5.04(g) of the Original Lease is hereby amended by replacing the words" Rebate Fund" with the words "Series 1990 Rebate Fund" therein. 02/57767.2 © 2 941320 Section 2.02. Amendment to Section 6.14 of the Original Lease. Section 6.14 of the Original Pace is hereby amended by replacing the reference to Section 6.10 therein with a reference to Section 6.12. ARTICLE III MISCELLANEOUS Section 3.01. Reaffirmation. Except for the provisions of the Original l ease amended or otherwise changed hereby, the other covenants, warranties, representations and provisions of the Original Lease are reaffirmed without change. Section 3.02. Counterparts. This Fourth Supplemental 1 ease may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 02/57767.2 3 941320 IN WITNESS WHEREOF,the parties hereto have caused this Fourth Supplemental I Pace to be duly executed by their duly authorized officers as of the date first written above. [SEAL] COLORADO HEALTH FACILITIES AUTHORITY Attest: By Chairman By Executive Director [SEAL] BOARD OF TRUSTEES FOR NORTH COLORADO MEDICAL CENTER Attest: By President By Secretary 025776,.2 © a 941320 STATE OF COLORADO ] ] ss. CITY AND COUNTY OF DENVER ] The foregoing instrument was acknowledged before me this day of December 1994 by John J. Halsey, as Chairman, and by Corinne M. Johnson, as Executive Director, of the Colorado Health Facilities Authority, a body politic. Witness my hand and official seal. [SEAL] Notary Public for the State of Colorado My Commission Expires: STATE OF COLORADO ] ] ss. CITY AND COUNTY OF DENVER ] The foregoing instrument was acknowledged before me this day of December 1994 by , as President, and by , as Secretary, of the Board of Trustees for North Colorado Medical Center, a body corporate. Witness my hand and official seal. [SEAL] Notary Public for the State of Colorado My Commission Expires: 021577672 ® 5 941320 The undersigned representative of Municipal Bond Investors Assurance Corporation, as the herein described Bond Insurer, hereby consents to the execution and delivery of this Fourth Supplemental IeacP by the Authority and the Hospital. MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION By Title: 02/57767.2 © 7 941320 The undersigned representative of Credit Suisse, New York Branch, as the herein described Bank, hereby consents to the execution and delivery of this Fourth Supplemental I ea Se by the Authority and the Hospital. CREDIT SUISSE, NEW YORK BRANCH By Title: By Title: 02/577672 /1 8 9 " 13?0 /02/Q)/9 01E S OFFICE GORSUCH KIRGIS L.L.C. ATTORNEYS AT LAW SUITE 1100 TELEPHONE (303)299-8900 MAILING ADDRESS 1401 SEVENTEENTH STREET FAX (303) 298-0215 P.O. Box 17180 DENVER, COLORADO 80202 DENVER, COLORADO 80217-0180 December 21, 1994 FAX: 303-352-0242 Mr. Lee Morrison, Esq. Assistant County Attorney Board of County Commissioners 915 Tenth Street Greeley, Colorado 80631 Re: North Colorado Medical Center, Inc. Dear Lee: Enclosed is the Fourth Supplemental Lease, which you have already reviewed. As you will recall, Weld County must execute this instrument. This is just a reminder to add approval of the execution of this instrument to the Agenda for the County Commissioners' meeting next week. We are still expecting to close the transaction set forth in the Operating Agreement on December 30, 1994. Please call me if you anticipate any delays. I will send you execution pages for Weld County by overnight express tonight. Ellen E. Stewart Gorsuch ors�rgis .r..c. Ellen E. Stewart, Esq. EES\52358\111022.1 94132O Hello