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EMERGENCY
ORDINANCE NO. 252
•
El IN THE MATTER OF AN EMERGENCY ORDINANCE WITH RESPECT TO THE BOARD OF
TRUSTEES FOR NORTH COLORADO MEDICAL CENTER AND NCMC,INC.;APPROVING THE
CONTINUED LEASING OF CERTAIN HOSPITAL FACILITIES BY THE COUNTY TO THE
COLORADO HEALTH FACILITIES AUTHORITY AND A FIRST RESTATED GROUND LEASE IN
CONNECTION THEREWITH; APPROVING THE CONTINUED LEASING OF SUCH HOSPITAL
FACILITIES BY THE COLORADO HEALTH FACILITIES AUTHORITY TO THE BOARD OF
TRUSTEES FOR NORTH COLORADO MEDICAL CENTER AND A SECOND RESTATED LEASE
IN CONNECTION THEREWITH; APPROVING THE INCURRENCE OF REVENUE DEBT BY THE
BOARD OF TRUSTEES FOR NORTH COLORADO MEDICAL CENTER THROUGH THE
SECOND RESTATED LEASE RELATED TO THE ISSUANCE BY THE COLORADO HEALTH
FACILITIES AUTHORITY OF ITS HOSPITAL REVENUE BONDS (NCMC, INC. PROJECT)
SERIES 2016; APPROVING THE CONTINUED SUBLEASING OF SUCH HOSPITAL FACILITIES
BY THE BOARD OF TRUSTEES FOR NORTH COLORADO MEDICAL CENTER TO NCMC,INC.;
AND ALSO MAKING OTHER PROVISIONS IN CONNECTION WITH THE FOREGOING
BE IT ORDAINED BY 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 statutes and the Weld County Home Rule Charter, is vested with the authority
of administering the affairs of Weld County, Colorado, and
WHEREAS, 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 or causes to be operated the North Colorado Medical Center(the
"Hospital Facilities") located on land owned by the County, and
WHEREAS, the County, pursuant to ordinances previously adopted and approved (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 Restated
Ground Lease, dated as of July 1, 2012, between the County and the Authority (the "Restated
Ground Lease"), in connection with the issuance by the Authority of various of its previously issued
revenue bonds for the benefit of the Hospital (the "Prior Bonds"), which Prior Bonds were issued
pursuant to a First Restated Trust Indenture, dated as of May 1, 2013 (the "Restated Indenture"),
between the Authority and Wells Fargo Bank, National Association, as trustee (the"Trustee"); and
WHEREAS, the Authority has leased the Land and the Hospital Facilities to the Hospital
pursuant to a First Restated Lease, dated as of May 1, 2013, between the Authority and the Hospital
and accepted and approved by the County (the "Restated Lease"); and
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Carly Koppes, Clerk� and�1�RecoorLder, Weld ldu County,A^ CO
W � ORD252
4828-0397-5727.3 ■III&�1iRA I}`'Y'Y7�lea:HU II��tititi 7'�5,lii YIS 11111
RE: ORDINANCE NO. 252
PAGE 2
WHEREAS, the County has previously, pursuant to the Original Ordinances, approved the
issuance of various of the Prior Bonds and related indebtedness of the Hospital, and the
documentation related thereto, and
WHEREAS,the Hospital has sublet the Hospital Facilities to the Corporation pursuant to a
Restated Operating Sublease, dated as of July 1, 2012 (the "Restated Sublease"), and
WHEREAS,the Authority is expected to agree to issue its Hospital Revenue Bonds(NCMC,
Inc. Project) Series 2016 (the "Series 2016 Bonds") (i) to refinance and refund the Authority's
Hospital Revenue Bonds (NCMC, Inc. Project) Series 2003A and Series 2003B (collectively, the
"Series 2003 Bonds"), (ii) to finance the cost of acquiring, constructing, improving and equipping
certain real property and hospital and healthcare related facilities for the Corporation, including
reimbursing the Corporation for certain of such capital expenditures already made, and (Hi) to pay
certain costs associated with the issuance of the Series 2016 Bonds; and
WHEREAS, the Corporation has agreed to guarantee the payment of the principal of,
premium, if any, and interest on the Prior Bonds,the Series 2016 Bonds, and any Additional Bonds
pursuant to the terms and conditions of a Second Restated Guaranty Agreement between the
Corporation and the Trustee, and
WHEREAS, Banner Health, a non-profit corporation, operates the Hospital Facilities
pursuant to an operating agreement with the Corporation, and Banner Health has guaranteed the
payment of the principal of, premium, if any, and interest on the Prior Bonds and the Series 2016
Bonds pursuant to the terms and conditions of and to the extent provided in various limited guaranty
agreements between Banner and the Trustee, and
WHEREAS,the Hospital desires that the Authority provide the Hospital with the proceeds of
the Series 2016 Bonds in order to refinance and refund the Series 2003 Bonds; finance the cost of
acquiring, constructing, improving, and equipping certain real property and hospital and healthcare
related facilities for the Corporation, including reimbursing the Corporation for certain of such capital
expenditures already made; and pay certain costs associated with the issuance of the Series 2016
Bonds, and
WHEREAS, in connection with the issuance of the Series 2016 Bonds, the parties to the
Restated Lease,the Restated Indenture and the Restated Sublease desire to further restate each of
those respective documents pursuant to a Second Restated Lease, a Second Restated Indenture
and a First Restated Sublease, respectively, in order to incorporate the provisions with respect to the
Series 2016 Bonds for ease and convenience of reference, and make the changes therein
necessary and desirable for the issuance of the Series 2016 Bonds, and
WHEREAS, in connection with the issuance of the Series 2016 Bonds, the parties to the
Restated Ground Lease desire to further restate the Restated Ground Lease pursuant to the First
Restated Ground Lease, between the County and the Authority(the"First Restated Ground Lease"),
in order to extend the Restated Ground Lease for an additional three years; and
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Carly Koppes, Clerk and Recorder, Weld County, CO 2016-1122
VIII MIROINVIONIKIELANAI, 11111 ORD252
4828-0397-5727.3
RE: ORDINANCE NO. 252
PAGE 3
WHEREAS, the County desires to approve the incurrence of revenue debt by the Hospital
through the Second Restated Lease and the issuance by the Authority of the Series 2016 Bonds
related thereto and the execution of the documentation in connection therewith, and
WHEREAS,there has been presented to the Board at its meeting the following documents:
(a) form of the Second Restated Lease;
(b) form of Second Restated Indenture;
(c) form of resolution of the Hospital notifying the County of its intent to issue revenue
debt;
(d) form of First Restated Sublease; and
(e) form of First Restated Ground Lease
NOW, THEREFORE, BE IT ORDAINED by the Board of County Commissioners of Weld
County, Colorado as follows:
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 2016 Bonds when interest rates are highly favorable and
in the time necessary to allow timely refinancing and refunding of the Series 2003 Bonds.
Section 1. Second Restated Lease. The Board does hereby acknowledge notice of the
Hospital's intention to incur revenue debt, and does hereby approve and authorize the incurrence of
revenue debt by the Hospital in an amount not to exceed $115 million pursuant to the Second
Restated Lease which provides for payment of the Series 2016 Bonds issued by the Authority under
the Second Restated Indenture. The Second Restated Lease, 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 Second Restated Lease, is hereby approved and shall be in the form
thereof now before this meeting with such changes therein as shall be approved by the officers of
the Hospital executing the same,the execution to constitute conclusive evidence of the approval of
any such changes or revisions therein from the form of the Second Restated Lease now before this
meeting; and the consent contained in the Second Restated Lease(which shall represent the notice
of no objection to the incurrence of revenue debt) shall be executed on behalf of the County by the
Chair or Chair Pro-Tem of the Board, sealed with the seal of the County, and attested to by the Clerk
or Deputy Clerk to the Board.
Section 2. First Restated Ground Lease. The First Restated Ground Lease is hereby
approved and shall be in the form thereof now before this meeting with such changes therein as
shall be approved by the officers of the County executing the same, the execution to constitute
conclusive evidence of the approval of any such changes or revisions therein from the form of the
First Restated Ground Lease now before this meeting. The First Restated Ground Lease shall be
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Carly Koppess,'yCClerkk WAN'
Recorder, Weld County,L lCCOy�,W'`
4828-0397-5727.3 ,IIIp)'1�'rU ITT N'14 NJyµj�4Y�tilYm:YiNi�fAIIIII ORD252
RE: ORDINANCE NO. 252
PAGE 4
executed on behalf of the County by the Chair or Chair Pro-Term of the Board, sealed with the seal
of the County, and attested to by the Clerk or Deputy Clerk to the Board.
Section 3. Enterprise. The Board has treated, and continues to treat, the Hospital as an
"enterprise"for the purposes of Section 20 of Article X of the Colorado Constitution.
Section 4. Other Matters. The Board hereby approves the Hospital entering into all tax and
miscellaneous closing documents and the continued subleasing of the Hospital Facilities pursuant to
the First Restated Sublease.
Section 5. 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 such other documents and closing documents necessary in connection with such transactions.
Section 6. No Liability of County or Board. It is further understood and agreed that the
Series 2016 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 2016 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 First Restated Ground Lease, the Second
Restated Indenture, the Second Restated Lease, the First Restated Sublease or any other
document related thereto.
Section 7. Public 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 Revenue Refunding
Bonds (NCMC, Inc. Project), Series 2016, is scheduled to take place as soon as reasonably
possible and its immediate passage is necessary to obtain a favorable interest rate on the Series
2016 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
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.
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Carly Kappes, Clerk and Recorder, Weld County, CO 2016-1122
■IIIF1Nt4 WICK I ■IIII ORD252
4828-0397-5727.3
RE: ORDINANCE NO. 252
PAGE 5
The above and foregoing Ordinance Number 252 was, on motion duly made and seconded,
adopted by the following vote on the 28th day of March, A.D., 2016.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: (1 G1 ,,,,/ L43 S
CC// Cfo r.C .Mike Freeman, Chair
Weld Co ty Clerk to the Bo. �:� �
d► .,,Sean P. Co way, Pro-Tem
Deputy Cler io the :o.: . ok ire
A Julie Cozad
A O D AS C�
ahirkmeyer `AI /
/
County Attorney
Steve Moreno
Read and Approved: March 28, 2016
Publication: April26, 2016, in the Greeley Tribune
Effective: March 28, 2016
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VIII N!�1FIt41l�'JM?LI1iA ii 14.ti11f1ttllrrlhP k,kj'W4h Bill
2016-1122
ORD252
4828-0397-5727.3
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