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Home My WebLink About941138.tiff RESOLUTION RE: APPROVE NOTICE AND CONSENT DOCUMENTS REGARDING AGREEMENTS WITH NORTH COLORADO MEDICAL CENTER, INC.,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 Notice and Consent documents 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 documents, copies of which are 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 documents from North Colorado Medical Center, Inc., be, and hereby are, approved. BE IT FURTHER RESOLVED by the Board that the Chairman be, and hereby is, authorized to sign said documents. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 16th day of November, A.D., 1994. finidtePieue4,:, BOARD OF COUNTY COMMISSIONERS ATTEST: WELD COUNTY, COLORADO Weld County Clerk to the Board EXCUSED W. H. Webster, Chairman BY: J�LPi��( , (C hit,IGGe> EXCUSED Deputy ClOrc to the Board Dale K{Hall, Pro-Tern. APPROVED AS TO FORM: e / ic ./- i , George Er. 15 / / _ ( County Attorney Constance L. Harbert /EXCUSED DATE OF SIGNING Ci (AYE) Barbara J. Kirkmeyer 941138 HS0004 ( r,f.. P�l(�'.MCIt: IA,kti-1,a,.,4u w cr .naim) CERTIFICATE OF MAILING The undersigned hereby certifies that four original Notice and Consent documents, as attached, were placed in the United States mail, first class mail, postage prepaid, addressed to the following. DATED this 2nd day of December, 1994. 111111 NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES BUSINESS REPLY MAIL FIRST CLASS MAIL PERMIT NO. 1309 DENVER, CO POSTAGE WILL BE PAID BY ADDRESSEE GORSUCH KIRGIS L.L.c. PO BOX 17180 DENVER CO 80217-9587 Ili,l'IliiiiililiiplII,i,II,I,,ilililsii ti,iliillil n Deputy Clerk to Board 941138 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 WELD COUNTY, or its predecessor in interest (the "Obligee"). The Contractor and the Obligee are parties to that certain agreement entitled Memorandum of 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 pursuant 941138 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: �� Karl B. Gills Senior Vice President -2- 941138 THE OBLIGEE WELD COUNTY By: CONSTANCE L. HARBERT �illk3F CHAIRMAN PRO-TEM WELD COUNTY BOARD OF COMMISSIONERS -3- 941138 NORTH COLORADO '.' -'_D Ci7''TY MEDICAL CENTER 93 "t1 9: 32 1801 16th Street CLERK Greeley, Colorado 80631-5199 TO TIE PO '^D 303-3524121 October 19, 1994 Via Certified Mail Return Receipt Requested Weld County Weld County Commissioners P.O. Box 758 Greeley, CO 80632 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. 941138 Weld County October 19, 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 Senior Vice President 941138 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 BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO AND WELD COUNTY AMBULANCE SERVICE, or its predecessor in interest (the "Obligee"). The Contractor and the Obligee are parties to that certain agreement entitled Agreement for Affiliation Between North Colorado Medical Center, Inc. and Board of County Commissioners of Weld County and Weld County Ambulance Service (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. Q411ZA 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 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. -2- 941138 Executed and delivered as of the date first above written. THE CONTRACTOR NORTH COLORADO MEDICAL CENTER, INC. By: e�-14e2-0--4 Karl B. Gills Senior Vice President THE OBLIGEE BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO AND WELD COUNTY AMBULANCE SERVICE c By: t � CONSTANCE L. HARBF T 11/21/94 CHAIRMAN PRO-TEM WELD COUNTY BOARD OF COMMISSIONERS -3- 941138 NORTH COLORADO is MEDICAL CENTER 1801 16th Street Greeley, Colorado 80631-5199 303-352-4121 October 19, 1994 Via Certified Mail Return Receipt Requested Weld County Ambulance Service 1551 North Seventeenth Avenue Greeley, Colorado 80631 Attn: Director of Ambulance Services 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 rill 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. 941138 Weld County Ambulance Service October 19, 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 Senior Vice President 941138 NOTICE AND CONSENT THIS NOTICE AND CONSENT is executed and delivered as of January 1, 1995 by NORTH COLORADO MEDICAL CENTER, INC. d/b/a NORTH COLORADO FAMILY MEDICINE RESIDENCY PROGRAM (the "Contractor") and WELD COUNTY HEALTH DEPARTMENT, or its predecessor in interest (the "Obligee"). The Contractor and the Obligee are parties to that certain agreement entitled Purchase of Services 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 pursuant 941135 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. -2- 941138 Executed and delivered as of the date first above written. THE CONTRACTOR NORTH COLORADO MEDICAL CENTER, INC. d/b/a NORTH COLORADO FAMILY MEDICINE RESIDENCY PROGRAM By: Vo Karl B. Gills Senior Vice President THE OBLIGEE WELD COUNTY HEALTH DEPARTMENT By( %A ?riZs_r0,>: °2 e.� CONSTANCE L. HARBERT 11/21/94 CHAIRMAN PRO-TEM WELD COUNTY BOARD OF COMMISSIONERS -3- 941138 NORTH COLORADO is MEDICAL CENTER 1801 16th Street Greeley, Colorado 80631-5199 303-352-4121 October 19, 1994 Via Certified Mail Return Receipt Requested Weld County Health Department Commissioners P.O. Box 758 Greeley, Colorado 80632 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. 941138 Weld County Health Department October 19, 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: @ -E%ill Karl B. Gills Senior Vice President 941139 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 WELD COUNTY EMERGENCY MEDICAL SERVICES ADVISORY COUNCIL, 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 pursuant OR11 'IC 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: i'�9-��3�-e�'/ Karl B. Gills Senior Vice President -2- 041 1 '2A THE OBLIGEE WELD COUNTY EMERGENCY MEDICAL SERVICES ADVISORY COUNCIL -r CONSTANCE L. HARBER2 11/21/94 CHAIRMAN PRO-TEM WELD COUNTY BOARD OF COMMISSIONERS -3- 94113R NORTH COLORADO Es MEDICAL CENTER 1801 16th Street Greeley, Colorado 80631-5199 303-352-4121 October 19, 1994 Via Certified Mail Return Receipt Requested Donald Warden Director of Finance Weld County Centennial Center P.O. Box 758 Greeley, CO 80632 Dear Mr. Warden: 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. 941138 Donald Warden Director of Finance October 19, 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: 2,��ega Karl B. Gills Senior Vice President 941138 MEMORAnDU fit '1`4,, Board of County Commissioners, ,y ' Don Warden, John Pickle, To Gary McCabe, Jack Statler�� Date November 2, 1994 COLORADO From Lee D. Morrison, Assistant County Attorney Subject Consent Regarding Agreements With North Colorado Medical Center,Inc. Various departments in Weld County have received requests to sign Notice and Consents as a result of the proposed lease between North Colorado Medical Center, Inc., and Western Health Network, Inc., an operating unit of Lutheran Health Systems, for operation of North Colorado Medical Center. NCMC has requested all signatories to agreements with NCMC and its subsidiaries to consent to the lease to Western Health Network. The consent is not intended to change the terms of any existing agreements and would have the effect of continuing the agreements with Western Health Network becoming the contractor as of the date of closing, which is expected to be on or about January 1, 1995. I have not identified any problems with these agreements as a result of such a change over. If problems are identified prior to the date of closing which are not apparent now, the County's consent could be withdrawn. I am sending to the Board and Mr. Warden copies of all of the agreements and Consents and to other departments those that involve their operations. I propose to place these Consents on the agenda for November 16, 1994 and I will assume that the Consents present no problem to the individual departments if not notified otherwise prior to the Board's meeting on the 16th. LDM/gb:boccncmc Attachments pc Bruce Barker BAXTER : ; HALL rrr°0°/ HARBERT "/ KIRKMEYER V/ WEBSTER 941239 Hello