HomeMy WebLinkAbout941317.tiff RESOLUTION
RE: APPROVE CONSENT TO SUBLEASE AGREEMENT FOR HEALTH DEPARTMENT
BUILDING 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 a Sublease Agreement for the
Health Department Building between North Colorado Medical Center, Inc., and Western Health
Network, Inc., with terms and conditions being as stated in said documents, and
WHEREAS, after review, the Board deems it advisable to consent to said sublease
agreement, 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 Sublease Agreement between North Colorado Medical
Center, Inc., and Western Health Network, Inc., for the Health Department Building 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 the 28th day of December, A.D., 1994.
ATTEST: 4 /I A,Y, 0l/LiC WELD DCOUNT OF OY,COLORADO UNTY COMMISSIONERS
Weld County Clerk to the Board ///1/1);(1/ /���Jr.�777
W."HH.. ter, Chairman
Z
BY:
Deputy Clerk to the Board - Dale . Hall, Pro-Te• 2.‘--
7�
APPRO AS TO FORM: % < < '�`1
George,Baxter
,
it 2
County Attorn G -- C stance L. Harbert
AL/
arbara J. Kirkm er
941317
HS0004
(p6 : EA(1-O)
CERTIFICATE OF THE HOARD OF COUNTY COMMISSIONERS
OF THE COUNTY OF WELD,
STATE OF COLORADO
We, the undersigned, hereby certify that we are ,
respectively, the duly chose, qualified and acting Chairman and
Secretary of the Board of County Commissioners of the County of
Weld, State of Colorado, (the "Board" ) , and that the resolution
of the Board dated December 28 , 1994 (the "Resolution" ) ,
authorizing, among other items, the approval , execution,
acknowledgement , delivery and/or receipt of the Sublease
Agreement, a true copy of which Resolution is attached as Exhibit
A hereto, has not been modified, amended or repealed.
WITNESS our hands and the seal of the Board this 28th
day of December, 1994 .
[SEAL] THE BOARD OF COUNTY COMMISSIONERS
OF THE COUNTY OF WELD,
b STATE OF COLORADO 44ATTEST: 44 By: �
�� � (/
Commissioner W. H. Webst�r, Chairman
BY: l/7 /24 12"u N
CLK\52358\ll1246.i
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (the "Sublease")is executed this day of December,
1994, to be effective January 1, 1995, by and between NORTH COLORADO MEDICAL
CENTER, INC., a nonprofit corporation organized and existing under the laws of the State of
Colorado ("NCMC"), and WESTERN HEALTH NETWORK, INC., a nonprofit corporation
organized under the laws of the State of Arizona ("WHN").
I. RECITALS
WHEREAS, NCMC and WHN have entered into an Operating Agreement dated October
14, 1994, pursuant to which NCMC subleased certain assets to WHN for its operation. The
terms of the Operating Agreement are hereby incorporated in and made a part of this Sublease;
and
WHEREAS, in accordance with the Operating Agreement, NCMC desires to sublease
to WHN, for the purpose of operating a healthcare facility and other purposes reasonably related
thereto, the real property more particularly described on attached Exhibit A (the "Property");
and
WHEREAS, NCMC leases the Property pursuant to the terms and conditions of an
Assignment of Lease, effective January 1, 1995, (the "Assignment"). Pursuant to the
Assignment, NCMC assumed the rights and obligations of the Board of Trustees of the North
Colorado Medical Center (the "Board"), under a Lease Agreement dated December 14, 1987,
(the "Lease") between the Board and the Board of County Commissioners of the County of
Weld, State of Colorado (the "County"). A copy of the Assignment is attachedas Exhibit B and
a copy of the Lease is attached as Exhibit C; and
WHEREAS, Paragraph 9 of the Lease provides the terms pursuant to which the County
subleased a portion of the improvements constructed on the Property from the Board (the
"Lease-Back"). The Lease-Back is presently subject to a year-to-year tenancy; and
WHEREAS, NCMC desires to assign its rights and obligations under the Lease to WHN,
and WHN desires to assume NCMC's obligations under the Lease, in accordance with the
provisions of this Sublease; and
WHEREAS, in accordance with requirements of paragraph 13 of the Lease, the County
has consented to the assignment by NCMC of its rights and obligations under the Lease to
WHN. A copy of the County's consent is attached as Exhibit D,
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
in this Agreement, NCMC, WHN and the County agree as follows.
941317
II. AGREEMENT
1. Agreement. NCMC subleases the Property to WHN and WHN subleases the
Property from NCMC in accordance with this Sublease. The terms and conditions of the Lease
(except as paragraphs 2, 3, 4, 5, 6, 8 and 9E are modified herein) are incorporated into this
Sublease as the agreement of WHN and NCMC and as though NCMC was the lessor under the
Lease and WHN was the lessee under the Lease.
2. Rights and Obligations under the Lease. WHN shall have all of the rights and
obligations of NCMC under the Lease subject to the following modifications:
(a) Term. (Paragraph 2 of the Lease) The term of this Sublease shall be
controlled by the terms of the Operating Agreement.
(b) Rent. (Paragraph 3 of the Lease) WHN covenants and agrees to pay such
rent to NCMC for the Property as required by the terms of the Operating Agreement.
(c) Use. (Paragraph 4 of the Lease) WHN shall use the Property for the
purpose of operating a healthcare facility and other purposes reasonably related thereto.
(d) Installation of Improvements. (Paragraph 5 of the Lease) WHN shall
have no right to install improvements on the Property.
(e) Maintenance. (Paragraph 6 of the Lease) WHN shall have no right to
remove or demolish any improvements located on the Property. WHN shall be responsible for
maintaining and repairing any damage to, or defect in, the foundation; the exterior walls; plate
glass windows; window and door frames; moldings; locks; hardware; lighting; heating; air
conditioning;plumbing; or other electrical, mechanical, and electromotive installation equipment
and fixtures and the roof of the Property or any improvements thereon.
(f) Demolition or Removal of Improvements. (Paragraph 8 of the Lease)
WHN shall have no right to remove, destroy, or demolish any improvements located on the
Property.
(g) Removal of County Activities. (Paragraph 9E of the Lease) WHN
accepts the Property in its present condition subject to the Lease-Back and shall provide the
County one years' written notice prior to terminating its use pursuant to the Lease-Back.
6. The Lease and Operating Agreement. WHN has received a copy of the Lease
and agrees to not cause or allow to be caused any default under the Lease. Specifically, WHN
shall do nothing to interfere with the Lease-Back or the County's rights under the Lease. WHN
will indemnify NCMC against any loss, liability, and expenses (including reasonable attorneys'
fees and costs) arising out of any default under the Lease caused by WHN. Any conflict
-2-
between the terms of this Sublease and the Lease or the Operating Agreement will be controlled
by first, the terms of the Operating Agreement, and second by the terms of the Lease. Any
rights and remedies WHN has under this Sublease, if any, will be solely against NCMC. The
consent provided by the County to this Sublease does not provide WHN any rights under the
Lease except those which are expressly granted herein.
7. Notice. Every notice, approval, consent-or other communication authorized or
required by this Sublease-shall not be effective unless same shall be in writing and personally
delivered or sent postage prepaid by United States registered or certified mail, return receipt
requested, addressed to the other party as follows:
To NCMC:
North Colorado Medical Center, Inc.
1801 16th Street
Greeley, Colorado 80631
Attn: President
To WHN:
Western Health Network, Inc.
Attn: Legal Department
P.O. Box 6200
Fargo, North Dakota 58106-6200
Either party may from time to time change its address for receipt of notice and other
communications by giving notice to the other party in writing and in accordance with the
procedure set forth above in this Section.
NORTH COLORADO MEDICAL CENTER, INC.,
a Colorado non-profit corporation
By:
Michael J. Frick,
Chairman of the Board
-3-
WESTERN HEALTH NETWORK, INC.,
an Arizona nonprofit corporation
By:
Steven R. On, President
STATE OF COLORADO )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
December, 1994, by Michael J. Frick as Chairman of the Board of North Colorado Medical
Center, Inc., a Colorado non-profit corporation.
Witness my hand and official seal.
My commission expires:
Notary Public
( SEAL )
STATE OF ARIZONA )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this _ day of
December, 1994, by Steven R. Orr, as President of Western Health Network, Inc., an Arizona
non-profit corporation.
Witness my hand and official seal.
My commission expires:
Notary Public
( SEAL )
CLK\99998\110997.1 -4-
EXHIBIT A
(TO SUBLEASE AGREEMENT)
Legal description for Health Department Building
Block B of HOSPITAL ADDITION, an addition to the City of
Greeley, Weld County, Colorado excepting therefrom a parcel
described as follows:
Commencing at the Northwest Corner of Block B, HOSPITAL
ADDITION, thence South 89008'51", East 146.83 Feet; Thence
South 00000'00" West 84.05 Feet; Thence North 88059'22"
West 147.97 Feet; Thence North 00046'42" East 83.64 Feet to
the Point of Beginning.
EXHIBIT B
(TO SUBLEASE AGREEMENT)
Assignment of Lease
EXHIBIT C
(TO SUBLEASE AGREEMENT)
Lease Agreement
EXHIBIT C
LEASE AGREEMENT
THIS AGREEMENT is made and entered into this 14th day of
December , 1987 by and between the BOARD OF TRUSTEES OF THE NORTH
COLORADO MEDICAL CENTER, a body corporate organized and existing
under the provisions . of C.R.S. 73 , 25-3-301, as amended,
hereinafter referred to as "HOSPITAL" ; and THE BOARD OF COUNTY
COMMISSIONERS OF THE COUNTY OF WELD, STATE OF COLORADO, a body
corporate and politic organized under the laws of the State of
Colorado and the Weld County Home Rule Charter, hereinafter
referred to as "COUNTY" ;
WITNESSETH THAT:
WHEREAS, COUNTY owns the following described real property
upon which it is constructed a two story structure to house the
WELD COUNTY HEALTH DEPARTMENT and other related County
Governmental activities, to wit:
Blocx B of HOSPITAL ADDITION, an addition to the City of
Greeley, Weld County, Colorado excepting therefrom a
parcel described as follows :
Commencing at the Northwest Corner of Block B, HOSPITAL
ADDITION, thence South 89008 ' 51" East 146.83 Feet;
Thence South 00000' 00" West 84 .05 Feet; Thence North
88059' 22" West 147 .97 Feet; Thence North 00046 ' 42" East
83.64 Feet to the Point of Beginning.
and,
WHEREAS, said property is currently being used to house the
WELD COUNTY HEALTH DEPARTMENT and the WELD COUNTY DEPARTMENT OF
HUMAN SERVICES; and,
WHEREAS, COUNTY desires to move the WELD COUNTY DEPARTMENT Of
HUMAN SERVICES to another location and COUNTY has previously
-1-
871535
entered into an Agreement whereby NORMEDCO CARE, INC. , a wholly
owned subsidiary of NORTH COLORADO MEDICAL CENTER, INC. , will
manage and supervise the operation of the WELD COUNTY HEALTH
DEPARTMENT; and,
WHEREAS, the subject property is immediately adjacent to, and
a part of the campus of, North Colorado Medical Center which is
being operated by NORTH COLORADO MEDICAL CENTER, INC. , a Colorado
non-profit corporation; and,
WHEREAS, NORTH COLORADO MEDICAL CENTER has a use for the land
and buildings to be leased hereunder;
NOW THEREFORE, for and in consideration of the foregoing and
other good and valuable consideration the receipt of which is
hereby acknowledged HOSPITAL and COUNTY do hereby mutually agree
as follows :
1. Lease of Property. COUNTY hereby leases to HOSPITAL, and
HOSPITAL hereby leases from COUNTY the following described real
property together with all appurtenances, to wit:
Block B of HOSPITAL ADDITION, an addition to the City of
Greeley, Weld County, Colorado excepting therefrom a
parcel described as follows:
Commencing at the Northwest Corner of Block B, HOSPITAL
ADDITION, thence South 89008 ' 51" East 146.83 Feet;
Thence South 00000' 00" West 84.05 Feet; Thence North
88059 ' 22" West 147.97 Feet; Thence North 00046' 42" East
83 .64 Feet to the Point of Beginning.
2. Term of Lease. The term of this Lease shall commence
upon the execution of this Lease Agreement and shall continue for
a period of ninety-nine (99) years .
-2-
3. Rental. HOSPITAL agrees to pay to COUNTY the sum of One
Million Seven Hundred Ten Thousand and no/100ths Dollars
(81,710,000 .00) within thirty (30) days of the execution of this
Lease as rental for the full ninety-nine year term which rental
is based upon a fair market appraisal price on the land and
improvements by a recent independent appraisal .
4. Use. HOSPITAL shall use the leased premises and any
improvements or appurtenances installed thereon for any lawful
purpose.
5. Installation of Improvements. HOSPITAL may construct or
install additional improvements on the subject premises subject
to the ordinances, rules , and regulations of the City of Greeley
wi-th respect to land use and construction standards . In the
event HOSPITAL seexs and receives COUNTY's approval for the
installation of any improvements with an expected life extending
beyond the term of this Lease COUNTY shall reimburse HOSPITAL for
the cost of said improvements less straight line depreciation as
of the termination of this Lease. COUNTY shall have no
obligation to reimburse HOSPITAL for the costs of any
improvements not approved by the COUNTY prior to construction.
6. Maintenance. The parties recognize that the Lease term
exceeds the useful life of any improvements located on the
subject property and, therefore, any existing improvements may be
removed or demolished by HOSPITAL prior to the termination of
this Lease Agreement without the consent of COUNTY. Commencing
January i, 1989, HOSPITAL shall be responsible for maintaining
and repairing any damage to, or defect in, the foundation; the
exterior walls; plate glass windows; window and door frames;
moldings; locks; hardware; lighting; heating; air conditioning;
plumbing; or other electrical , mechanical, and electromotive
installation -equipment and fixtures and the roof of the leased
premises or any improvements thereon. During the periods
-3-
commencing October 1, 1967 and terminating December 31, 1988,
COUNTY shall be responsible for maintaining and repairing any
damage to, or defect in, the foundation; the exterior walls;
plate glass windows; window and door frames; moldings; locks;
hardware; lighting; heating; air conditioning; plumbing; or other
electrical, mechanical, and electromotive installation equipment
fixtures and the roof of the leased premises or any improvements
thereon.
7. Utilities. Except as provided in paragraph 9 C. of this
Agreement, HOSPITAL shall be responsible for, shall pay, and
shall hold COUNTY harmless from all utility expense incurred with
respect to the ownership or operation of the subject property
including, without limitation, electrical service, telephone
service, natural gas, propane, water, or other utility service.
8. Demolition or Removal of Improvements. HOSPITAL may in
its sole discretion remove, destroy, or demolish any improvements
located on the subject property without the prior consent of, and
without consultation with, COUNTY.
9. Lease to COUNTY. HOSPITAL does hereby agree to lease to
COUNTY a portion of the improvements presently constructed on the
subject property under the following terms and conditions:
A. Term of Sublease. The initial term of this sublease
shall commence upon the execution of this Lease Agreement and
shall terminate December 31 , 1988. In the event the COUNTY
continues to occupy any portion of the premises following
December 31, 1988 said tenancy shall be deemed a tenancy from
year-to-year under the terms hereinafter set forth.
B. Rental During Initial Term. The rental to be paid by
COUNTY to HOSPITAL during the initial term of the sublease shall
be Two and 46/100ths Dollars ($2. 46 ) per square foot per year
which amount equals the annual depreciation of the improvements
constructed on the subject property per square foot.
-4-
C. Rental Year-to-Year Tenancy. In the event COUNTY
continues to occupy any portion of the subject property after
December 31, 1988 the rental shall be Two and 46/100ths Dollars
($2.46) per square foot per year plus a reimbursement to
HOSPITAL, at cost, of a prorated portion of all maintenance and
utility expense including, without limitation, housekeeping,
janitorial, lawn and landscape care, snow removal, routine
maintenance of mechanical and electrical equipment, cost of
electrical, water, sewer, and natural gas utility services, costs
of the ownership, maintenance, and debt service with respect to
the telephone system, all minor repairs and replacements required
by the normal operation of the building, and insurance expense.
The "cost" of the above-referenced maintenance, housekeeping, and
other services and utilities shall not include any factor for
overhead or indirect cost.
D. Insurance-Premises Liability. During any occupancy of
the subject property by COUNTY, COUNTY shall maintain public
liability insurance, or shall self insure, with limits of One
Million and no/100ths Dollars ($1, 000 ,000.00 ) for bodily injury
per person and One Million and no/100ths Dollars ( $1,000 ,000 .00)
for property damage and COUNTY shall indemnify and hold HOSPITAL
harmless from any premises liability claims made by business
invitees and guests of COUNTY including the costs of defense and
reasonable attorney' s fees. HOSPITAL Shall maintain public
liability insurance with the same limits and shall indemnify and
hold COUNTY harmless from any premises liability claims resulting
from the acts and omission of HOSPITAL or its agents and
employees including the cost of defense and reasonable attorney's
fees.
E. Removal of COUNTY Activities. COUNTY will remove from
the subject property on or before December 31, 1988 the County
Human Resources Department and all functions and activities
related thereto. COUNTY shall remove the County Department of
-5-
Health from the subject property after December 31, 1988 on one
years' written notice by HOSPITAL to COUNTY. COUNTY shall
provide HOSPITAL with one years' written notice prior to
terminating its use and occupancy of the subject property for the
County Health Department should COUNTY elect to terminate the
Lease provided for in this Paragraph 9.
F. Default by COUNTY. If any part of the rent provided to
be paid herein is not paid when due, or if any default is made in
any of the Agreements by COUNTY contained herein, it shall be •
lawful for HOSPITAL to declare the term ended provided that
notice and a fifteen-day opportunity for COUNTY to cure the
default has been provided. Upon default, the HOSPITAL may enter
the premises and retake possession. COUNTY agrees under those
circumstances to peacefully surrender the premises to HOSPITAL
and if COUNTY remains in possession, shall be deemed guilty of
forceable entry and detainer of the premises .
10 . Notices. All notices or payments made or given hereunder
shall be in writing and shall be delivered in person or sent
Certified or Registered Mail , return receipt requested, with
postage prepaid, to the parties at the following addresses, or to
such other further addresses as the parties may hereafter
designate by like notice similarly sent or delivered: Weld
County Board of County Commissioners, 915 Tenth Street, Greeley,
Colorado 80631, with a copy to Weld County Attorney, 915 Tenth
Street, P.O. Box 1948, Greeley, Colorado 80632. NCMC Board of
Trustees, 1801 - 16th Street, Greeley, Colorado 80631, with a
copy to Arthur P. Roy, Attorney at Law, 1011 Eleventh Avenue.
Greeley, Colorado 80631, as attorney for the potential lessees or
assignees .
11. Governing Law. This Agreement shall be construed in
accordance with, and shall be governed by, the laws of the State
of Colorado.
-6-
12. Partial Invalidity. If any provisions of this Agreement
are declared by any Court of competent jurisdiction to be invalid
for any reason, such invalidity shall not affect the remaining
portions. On the contrary, such remaining portions shall be
fully severable and this Agreement shall be construed and
enforced as if such invalid provisions were deleted.
13. Assignment and Delegation. Neither this Agreement nor
any of the obligations hereunder may be assigned to any third
party by COUNTY without the prior written consent of Hospital .
Hospital may not assign or delegate this Agreement nor any of its
obligations hereunder to any third parties other than to the
NORTH COLORADO MEDICAL CENTER, INC. ; NORMEDCO CARE, INC. , a
Colorado not for profit corporation; NORMEDCO SERVICES, INC. , a
Colorado for profit corporation or any of the wholly owned
subsidiaries of NORTH COLORADO MEDICAL CENTER, INC. , without the
prior written consent of COUNTY. The assignment by HOSPITAL to
any of the named or related entities shall likewise permit
assignments between such entities without consent of COUNTY.
14. Headings. The subject of headings of the paragraphs of
this Agreement are included for the purpose of convenience only
and shall not affect the construction or interpretation of any of
its provisions. Throughout this Agreement, the singular shall
include the plural , the plural shall include the singular, and
the masculine and neuter shall include the feminine wherever the
context so requires.
15. Modification and Waiver. This Agreement constitutes the
entire understanding and agreement between the parties pertaining
to the suject matter contained in it and supersedes all prior and
contemporaneous agreements, representations , and understandings
of the parties. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing by
both of the parties. No waiver of any of the provisions of this
-7-
Agreement shall be deemed or shall constitute a waiver of any
other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver. ,
16. Authority. Each signatory to this Agreement represents
that he has full and complete authority to bind that party to
perform any and all of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have set their hands and
seals on the date indicated.
BOARD OF COUNTY COMMISSIONERS
I t-'j jj_ WELD COUNTY, COLORADO
ATTEST: �/ !^ ✓aVJl1W-2•+. (1e_enj
Weld County lerk and i
Recorder and Clerk to the By: ^� 1
Board Gord og,iirman
By: GYX.-apu A , (2,. A,
Duty County Clerk
BOARD OF TRUSTEES
NORTH COLORADO MEDICAL CENTER
ATTEST; „ JJ
By: l // r=y,,, �.i�C- +ic. y L l
Secretary ‘ ! Jflianne Haefeli , Otairwoman
-8-
EXHIBIT D
(TO SUBLEASE AGREEMENT)
• Consent to Lease by Board of County Commissioners
of Weld County
Hello