HomeMy WebLinkAbout20194744.tiffRESOLUTION OF THE BOARD OF TRUSTEES FOR
NORTH COLORADO MEDICAL CENTER
WHEREAS, the Board of Trustees for North Colorado Medical Center (the "Board of
Trustees") is a body corporate duly organized, existing and created by Weld County, Colorado
(the "County") pursuant to Title 25, Article 3, Part 3 of the Colorado Revised Statutes, as
amended, with requisite corporate power to lease and operate hospital facilities and to carry on
its business as presently being conducted; and
WHEREAS, the Colorado Health Facilities Authority (the "Authority") has issued
various of its hospital revenue bonds to finance facilities at or in connection with the North
Colorado Medical Center (the "Medical Center"), of which the following revenue bonds remain
outstanding: Hospital Revenue Bonds (NCMC, Inc. Project) Series 2012, Hospital Revenue
Refunding Bonds (NCMC, Inc. Project) Series 2013 and Hospital Revenue Bonds (NCMC, Inc.
Project) Series 2016 (collectively, the "Bonds"); and
WHEREAS, in connection with the sale of the Medical Center and related facilities, the
Bonds will be paid, or payment will be provided in escrow, such that the Bonds will be defeased
and no longer remain outstanding under the Indenture (as hereinafter defined), and the Indenture
will be discharged; and
WHEREAS, in connection therewith, all security documents for the Bonds (the
"Security Documents") will be released and/or terminated in accordance with their terms; and
WHEREAS, the Security Documents include, without limitation, a First Restated
Ground Lease dated as of May 1, 2016, between Weld County, Colorado, and the Authority
(together with its predecessor documents, the "Ground Lease"); a Second Restated Lease dated
as of May 1, 2016 (together with its predecessor documents, the "Lease") between the Authority
and the Board of Trustees; a First Restated Operating Sublease dated as of May 1, 2016 (together
with its predecessor documents, the "Sublease") between the Board of Trustees and NCMC, Inc.;
a Second Restated Trust Indenture dated as of May 1, 2016 (together with its predecessor
documents, the "Indenture") between the Authority and Wells Fargo Bank, National Association,
as trustee (the "Bond Trustee"); and a Second Restated Guaranty Agreement dated as of May 1,
2016 (together with its predecessor documents, if any, the "Guaranty"), between the Corporation
and the Bond Trustee; and
WHEREAS, in connection with the sale of the Medical Center, it will be necessary to
release and/or terminate the Security Documents, including those to which the Board of Trustees
is a party.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES FOR
NORTH COLORADO MEDICAL CENTER, AS FOLLOWS:
1. Upon the sale of the Medical Center and the payment or defeasance of the Bonds
and the discharge of the Indenture, the Board of Trustees hereby authorizes the release and/or
termination of the Security Documents, including without limitation those to which the Board of
Trustees is a party.
2019-4744
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2. The President, the Vice President, or any other member of the Board of Trustees
are hereby authorized, empowered and directed to execute, acknowledge and deliver any and all
releases, terminations, agreements and other documents required to effectuate or evidence the
release and termination of the Security Documents, including without limitation the Ground
Lease, the Lease, the Sublease, the Indenture and the Guaranty (collectively referred to herein as
the "Release and Termination Documents"), and to deliver the same to the Bond Trustee, any
other party to the Security Documents, the title company handling the sale of the Medical Center
or such other person or entity as the such person or persons shall determine. To the extent
necessary, the Board of Trustees shall cause the same to be attested by the Secretary of the Board
of Trustees or any other member of the Board of Trustees not executing the documents, their
execution thereof to constitute conclusive evidence of the Board of Trustee's approval of such
documents. Such Release and Termination Documents shall be released simultaneously with the
Bond Trustees signing a release and discharge or similar document with respect to the Indenture.
The officers of the Board of Trustee and such agents and employees designated by such officers,
are hereby authorized, empowered and directed to do all such acts and things and to execute,
attest, acknowledge and deliver all such Release and Termination Documents as may be
necessary to carry out and comply with the provisions of such documents as executed, including,
but not limited to, any and all other documents necessary or desirable in connection therewith.
3. The officers of the Board of Trustees or other representative of the Board of
Trustees or any of them are hereby appointed and authorized to execute all certificates and other
documents, which may be necessary in connection with the Release Documents. The Board of
Trustees authorizes the filing of any and all UCC termination statements or related UCC
documentation as is necessary to effectuate and evidence the releases.
4. All other acts and doings of the officers, agents and employees of the Board of
Trustees, including, but not limited to, the execution of other agreements, certificates and
documents, which are in conformity with the purposes and intent of this resolution and in
furtherance of the sale of the Medical Center and the release and termination of the Security
Documents, shall be and the same hereby are in all respects ratified, approved and confirmed.
5. If any section, paragraph, clause or provision of this resolution shall for any
reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section,
paragraph, clause or provision shall not affect any of the remaining provisions of this resolution.
6. All bylaws, orders and resolutions, or parts thereof, inconsistent herewith are
hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as
reviving any bylaw, order or resolution or part thereof.
7. This resolution shall be in full force and effect upon its passage and approval.
4831-7653-3926.1
Adopted this 30th day of September, 2019.
By
Mark Lawley, Pre
Attest:
By,Brian Underwood, Secret
[SEAL]
[Signature Page to Resolution of the Board of Trustees for North Colorado Medical Center]
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