HomeMy WebLinkAbout20161123.tiff EMERGENCY
ORDINANCE NO. 252
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
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
2016-1123
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 (iii) 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
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-Tern 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
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.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
DATED: March 28, 2016
PUBLISHED: April 26, 2016, in the Greeley Tribune
1 „
Affidavit of Publication
STATE OF COLORADO
ss.
County of Weld,
I Kelly Ash
e y
of said County of Weld, being duly sworn, say
that I am an advertising clerk of
THE GREELEY TRIBUNE,
that the same is a daily newspaper of general
circulation and printed and published in the City of
Greeley, in said county and state; that the notice or
advertisement,of which the annexed is a true copy,
has been published in said daily newspaper for
consecutive(days): that the notice was published in
the regular and entire issue of every number of said
newspaper during the period and time of
publication of said notice, and in the newspaper
proper and not in a supplement thereof; that the
first publication of said notice was contained in the
Twenty-Sixth day of April A.D. 2016 and the last
publication thereof: in the issue of said newspaper
bearing the date of the
Twenty-Sixth day of April A.D. 2016 that said
The Greeley Tribune has been published
continuously and uninterruptedly during the period
of at least six months next prior to the first issue
thereof contained said notice or advertisement
above referred to; that said newspaper has been
admitted to the United States mails as second-class
matter under the provisions of the Act of March
3,1879, or any amendments thereof; and that said
newspaper is a daily newspaper duly qualified for
publishing legal notices and advertisements within
the meaning of the laws of the State of Colorado.
April 26,2016
Total C arses: $96.70
Qom'µ
26th day of April 2016
My Commission Expires 6/14/2017
%id/ d'ie
Notary Public
ROBERT LITTLE ti
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20014018494
MY COMMISSION EXPIRES JUNE 14,2017 '
EMERGENCY
ORDINANCE NO.252
IN THE MATTER OF AN EMERGENCY ORDINANCE WITH RESPECT TO THE BOARD OF TRUSTEES FOR NORTH COLO-
RADO 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 CON-
NECTION 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 SEC-
OND 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 CON-
NECTION 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,Estab,
lishment,"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")pursu-
ant 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
I.,
WHEREAS,the County has previously.pursuant to-the.Original Ordinances,approved the issuance of various of the Prir 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(iii)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
iir 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
F'_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 refi-
nance 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
liWHEREAS,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)torm 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 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. II 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.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY,COLORADO
DATED: March 28,2016
The Tribune
April 26.2016
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