HomeMy WebLinkAbout992121.tiff ORDINANCE NO. 209
�-) AN EMERGENCY ORDINANCE WITH RESPECT TO NCMC, INC.;APPROVING THE LEASING
OF CERTAIN LAND FROM NCMC, INC.;APPROVING A GROUND LEASE WITH NCMC, INC.;
APPROVING THE AMENDMENT TO AND CONTINUED LEASING OF CERTAIN HOSPITAL
FACILITIES BY THE COUNTY TO THE COLORADO HEALTH FACILITIES AUTHORITY;
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 INCURRENCE
OF REVENUE DEBT BY THE HOSPITAL THROUGH THE FIFTH SUPPLEMENTAL LEASE AND
THE ISSUANCE BY THE COLORADO HEALTH FACILITIES AUTHORITY OF ITS HOSPITAL
REFUNDING AND IMPROVEMENT REVENUE BONDS(NCMC, INC.PROJECT)SERIES 1999,
AND THE PRELIMINARY OFFICIAL STATEMENT PERTAINING TO SAID BONDS; AND ALSO
MAKING OTHER PROVISIONS IN CONNECTION WITH THE FOREGOING
BE IT ORDAINED I3Y THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF
WELD, STATE OF COLORADO:
WHEREAS,the Board of County Commissioners of the County of Weld, State of 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, Weld County, Colorado (the "County") is a home rule 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(the"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 Colorado, National
Association, as successor to Norwest Bank Denver, N.A., United Bank of Denver National
Association and IntraWest Bank of Greeley, N.A. (the "Trustee"), the Hospital and NCMC, Inc.
(formerly known as 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"), its Variable Rate Demand
Hospital Bonds (North Colorado Medical Center) Series 1990 (the "Series 1990 Bonds") and its
Hospital Revenue Bonds (North Colorado Medical Center) Series 1993 (the "Series 1993 Bonds,"
and together with the Series 1985 Bonds and the Series 1990 Bonds, the "Prior Bonds") pursuant
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to a Trust Indenture, dated as of December 1, 1985, as amended and supplemented by a First
Supplemental Trust Indenture, dated as of November 1, 1990, a Second Supplemental Trust
Indenture, dated as of November 1, 1990, a Third Supplemental Trust Indenture, dated as of
January 15, 1993, and a Fourth Supplemental Trust Indenture, dated as of December 1, 1994,
each between the Authority and the Trustee (collectively, the "Original Indenture"), and
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 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, by a Second Supplemental Lease, dated as of
November 1, 1990 between the Authority and the Hospital and accepted and approved by the
County, by a Third Supplemental Lease, dated as of January 15, 1993, between the Authority and
the Hospital and accepted and approved by the County and by a Fourth Supplemental Lease,
dated as of December 1, 1994, 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 Prior Bonds and the documentation related thereto, and
WHEREAS, the Hospital has sublet the Hospital Facilities to the Corporation pursuant to
a Third Amended and Restated Operating Sublease, dated as of January 15, 1993, as previously
amended (the "Original Sublease"), and
WHEREAS, the Authority has agreed to issue its Hospital Refunding and Improvement
Revenue Bonds (NICMC, Inc. Project) Series 1999 (the "Series 1999 Bonds") to finance the
hereinafter defined Project, and
WHEREAS, the County desires to lease certain land owned by the Corporation pursuant
to the terms contained in the Ground Lease(the"NCMC Ground Lease"), between the Corporation
and the County, and
WHEREAS, the County and the Authority desire, upon receipt of the consent of the
Hospital, the Corporation and the Trustee, to amend and supplement the Original Ground Lease
to include the land lease to the County under the NCMC Ground Lease by a Second Supplemental
Ground Lease (the "Second Supplemental Ground Lease"), and
WHEREAS, the Corporation has guaranteed the payment of the principal of, premium, if
any, and interest on the Prior 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 1999 Bonds in order to refund a portion of the Series 1993 Bonds, to fund and
reimburse certain capital expenditures with respect to the Hospital Facilities, and to pay costs of
issuing the Series 1999 Bonds (collectively, the "Project"), and
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WHEREAS, in connection with the issuance of the Series 1999 Bonds, the Authority and
the Trustee shall be amending and supplementing the Original Indenture by a Fifth Supplemental
Trust Indenture (the "Fifth Supplemental Indenture"), the Authority and the Hospital, with the
approval of the County, shall be amending and supplementing the Original Lease by a Fifth
Supplemental Lease (the "Fifth Supplemental Lease"), the Hospital and the Corporation shall be
amending and supplementing the Original Sublease by a Second Amendment to Third Amended
and Restated Operating Sublease(the"Amendment to Sublease"), the County shall be amending
the Original Ground Lease by the Second Supplemental Ground Lease and the County and the
Corporation shall be entering into the NCMC Ground Lease, and
WHEREAS,Merrill Lynch&Co. (the"Underwriter")has agreed to purchase the Series 1999
Bonds from the Authority pursuant to a Bond Purchase Agreement (the "Bond Purchase
Agreement"), between the Authority and the Underwriter and accepted and approved by the
Hospital and the Corporation, and
WHEREAS, the Authority, the Trustee, as trustee and escrow agent, the Hospital and the
Corporation will enter into an Escrow Agreement (the"Escrow Agreement") in connection with the
refunding of a portion of the Series 1993 Bonds, and
WHEREAS, the County desires to approve the incurrence of revenue debt by the Hospital
through the Fifth Supplemental Lease and the issuance by the Authority of the Series 1999 Bonds
and the execution of the documentation in connection therewith, and
WHEREAS, there has been presented to the Board at its meetings the following
documents:
(a) the form of the Fifth Supplemental Indenture;
(b) the form of the Fifth Supplemental Lease;
(c) the form of the Amendment to Sublease;
(d) the form of NCMC Ground Lease; and
(e) the form of the Second Supplemental Ground Lease.
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.
NOW, THEREFORE, BE IT ORDAINED by the Board of County Commissioners of the
County of Weld, State of Colorado, that this is an Emergency Ordinance which shall be effective
on adoption as provided in Article III, Section 3-14, of the County's Home Rule Charter. Public
Notice of this Ordinance shall be given forthwith. Without such procedure,the Ordinance could not
be considered and finally adopted so as to accommodate a sale of the Series 1999 Bonds when
interest rates are most favorable.
Section 1. NCMC Ground Lease. The Board does hereby approve and authorize the
NCMC Ground Lease between the Corporation, as lessor, and the County, as lessee, whereby
certain land will be leased by the Corporation to the County as provided in the NCMC Ground
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Lease and such NCMC Ground 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 NCMC Ground Lease now
before this meeting; and the consent contained in the NCMC Ground 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 the NCMC Ground Lease now before this meeting.
Section 2. Fifth Supplemental Lease. The Board does hereby approve and authorize
the incurrence of revenue debt by the Hospital as represented by the Fifth 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 Fifth 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 Fifth 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 Fifth Supplemental Lease now before this
meeting; and the consent contained in the Fifth Supplemental Lease (which represents the notice
of no objection to the incurrence of revenue debt)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 the
Fifth Supplemental Lease now before this meeting.
Section 3. Sublease of Hospital Facilities. The Board does hereby approve and
authorize the Amendment to Sublease between the Hospital, as sublessor, and the Corporation,
as sublessee, whereby the Hospital Facilities, and the additions thereto, are sublet by the Hospital
to the Corporation and with rentals payable thereunder as provided in the Original Sublease and
the Amendment to 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 Amendment to
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 Amendment to Sublease now before
this meeting.
Section 4. Amendment to Ground Lease. The Board does hereby approve and authorize
the Second Supplemental Ground Lease in substantially the form thereof now before this meeting
and hereby approved; and the Second Supplemental Ground Lease shall be executed on behalf
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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 the Second Supplemental Ground Lease now before this meeting.
Section 5. The Board has treated, and continues to treat, the Hospital as an "enterprise"
for purposes of Section 20 of Article X of the Colorado Constitution.
Section 6. Other Matters. The Board hereby approves the incurrence of revenue debt
by the Hospital as further represented by the issuance of the Series 1999 Bonds.
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 1999 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 1999 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
Fifth Supplemental Indenture, the Original Lease, the Fifth Supplemental Lease, the Original
Sublease,the Amendment to Sublease,the NCMC Ground Lease,the Escrow Agreement,the Tax
Regulatory Agreement or the Bond Purchase Agreement.
Section 9. F'ublic Notice. That public notice of the adoption of this Emergency Ordinance
shall forthwith be given by the Clerk to the Board after passage.
BE IT FURTHER ORDAINED by the Board of County Commissioners of Weld County,
Colorado, that pursuant to Article III, Section 3-14(c), of the Weld County Home Rule Charter, the
Board of County Commissioners finds, and hereby declares, this Ordinance to be an Emergency
Ordinance as closing on the Colorado Health Facilities Authority Hospital Refunding and
Improvement Revenue Bonds (NCMC, Inc. Project), Series 1999, is scheduled to take place as
soon as reasonably possible and its immediate passage is necessary to obtain a favorable interest
rate and credit enhancement on the Series 1999 Bonds and is necessary for the preservation and
protection of the public health and welfare.
BE IT FURTHER ORDAINED by the Board if any section, subsection,paragraph, sentence,
clause, or phrase of this Ordinance is for any reason held or decided to be unconstitutional, such
decision shall not affect the validity of the remaining portions hereof. The Board of County
Commissioners hereby declares that it would have enacted this Ordinance in each and every
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section, subsection, paragraph, sentence, clause, and phrase thereof irrespective of the fact that
any one or more sections, subsections, paragraphs, sentences, clauses, or phrases might be
declared to be unconstitutional or invalid.
The above and foregoing Ordinance Number 209 was,on motion duly made and seconded,
adopted by the following vote on the 25th, day of August, A. D., 1999.
BOARD OF COUNTY COMMISSIONERS
W L OUNTY, COO DO
ATTEST: ,x i
7J `A� ale K. Hall, Chair
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Weld County Clerk to the riv
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C ` I:arbara . Kirkmeyer, Pr.-Tem ii
BY: '.* int24 �i n �r r 7
Deputy Clerk to the Boar. j� f -r
eorg xter
APPROVED'A,TC) FORM:
I _ f
. J Geile
my Attorney ''6 r;ii4%. :6C
Glenn Vaad,---)-
Read and Approved: August 25, 1999
Publication: September 1, 1999
Effective: September 6, 1999
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