HomeMy WebLinkAbout20161408.tiff RESOLUTION OF THE BOARD OF TRUSTEES FOR
NORTH COLORADO MEDICAL CENTER
WHEREAS, the Board of Trustees for North Colorado Medical Center (the "Hospital")
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, in connection with the previous issuance by the Colorado Health Facilities
Authority(the"Authority") of certain of its bonds, of which its Hospital Revenue Bonds (NCMC
Inc. Project) Series 2003A and Series 2003B (together, the "Series 2003 Bonds"), its Hospital
Revenue Bonds (NCMC, Inc. Project) Series 2012 (the "Series 2012 Bonds") and its Hospital
Revenue Refunding Bonds (NCMC, Inc. Project) Series 2013 (the "Series 2013 Bonds")
(collectively, but not including the Series 2003 Bonds which are being refunded by the
hereinafter defined Series 2016 Bonds, the "Prior Bonds") are currently outstanding under the
Restated Indenture, as defined herein, the Hospital has previously entered into a First Restated
Lease, dated as of May 1, 2013 (the "Restated Lease"), with the Authority, whereby the Hospital
leases those certain hospital facilities in the City of Greeley, Colorado, known as North Colorado
Medical Center (the "Hospital Facilities") currently being operated by NCMC, Inc., a nonprofit
corporation duly organized and existing under the laws of the State of Colorado (the
"Corporation") or its designee pursuant to a Restated Operating Sublease, dated as of July 1,
2012, between the Hospital and the Corporation(the"Restated Sublease"); and
WHEREAS, the Hospital Facilities are situated on land currently owned by the County
and leased to the Authority pursuant to a Restated Ground Lease, dated as of July 1, 2012 (the
"Restated Ground Lease"), between the County and the Authority; and
WHEREAS, the Hospital and the Corporation propose to have the Authority issue its
Series 2016 Bonds (i)to refinance and refund the Series 2003 Bonds, (ii) to finance the cost of
acquiring, constructing, renovating, 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 (the"Series 2016 Project"); and
WHEREAS, the 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"), executed in connection with the issuance of the Prior Bonds, provides that, upon the
Hospital meeting certain conditions contained therein, the Authority may issue additional bonds
for the purposes set forth in the Restated Indenture; and
WHEREAS,the Hospital has complied with the necessary requirements contained in the
Restated Indenture with respect to the issuance of additional bonds; and
WHEREAS, it is anticipated that the Authority will agree to issue its Hospital Revenue
Bonds (NCMC, Inc. Project) Series 2016 (the "Series 2016 Bonds") and to use the proceeds
thereof for the purposes set forth above; and
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4848-4804-3567
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WHEREAS, in connection with the issuance of the Series 2016 Bonds, the parties to the
Restated Indenture desire to further restate the Restated Indenture pursuant to the Second
Restated Trust Indenture, between the Authority and the Trustee (the "Second Restated
Indenture"); and
WHEREAS, the Series 2016 Bonds will be issued pursuant to the Second Restated
Indenture; and
WHEREAS, in connection with the issuance of the Series 2016 Bonds, the parties to the
Restated Lease desire to further restate the Restated Lease pursuant to the Second Restated
Lease, between the Authority and the Hospital, which also provides for the payment of the
Series 2016 Bonds through additional lease payments to be made by the Hospital; and
WHEREAS, in connection with the issuance of the Series 2016 Bonds, the parties to the
Restated Sublease desire to further restate the Restated Sublease pursuant to the First Restated
Operating Sublease (the "First Restated Sublease"), between the Hospital and the Corporation,
which also provides for the payment of the Series 2016 Bonds through sublease payments to be
made by the Corporation; 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"); and
WHEREAS, it is deemed to be in the best interests of the Hospital and the Corporation
to have the Authority issue the Series 2016 Bonds for the purposes set forth above; and
WHEREAS, the Series 2016 Bonds will be secured by payments to be made by the
Corporation, on behalf of the Hospital, to the Authority pursuant to the First Restated Sublease
and the Second Restated Lease, which amounts will be pledged by the Authority to the Trustee
pursuant to the terms of the Second Restated Indenture; and
WHEREAS, Wells Fargo Bank,National Association (the "Underwriter") is expected to
agree to purchase the Series 2016 Bonds pursuant to a Bond Purchase Agreement (the "Bond
Purchase Agreement") among the Authority, the Hospital, the Corporation, Banner Health
("Banner")and the Underwriter; and
WHEREAS, the Series 2016 Bonds will be offered to investors by the Underwriter by a
preliminary official statement (the "Preliminary Official Statement") and a final official
statement (the "Official Statement") containing information with respect to the Series 2016
Bonds and the security therefor, including information with respect to the Hospital, the
Corporation,the Hospital Facilities and others; and
WHEREAS,the Corporation will guarantee the payment of the principal of, premium, if
any, and interest on the Prior Bonds, the Series 2016 Bonds and any Additional Bonds (as
defined in the Second Restated Indenture) pursuant to the terms and conditions of a Second
Restated Guaranty Agreement,between the Corporation and the Trustee; and
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WHEREAS, Banner has guaranteed the payment of the principal of, premium, if any,
and interest on the Prior Bonds and will guarantee the payment of the principal of, premium, if
any, and interest on the Series 2016 Bonds pursuant to the terms and conditions of various
limited guaranty agreements between Banner and the Trustee; and
WHEREAS, there have been presented to this meeting proposed forms of: (a)the
Second Restated Indenture, (b)the Second Restated Lease, (c)the First Restated Sublease,
(d)the Preliminary Official Statement, (e) the Bond Purchase Agreement, and (f)the First
Restated Ground Lease.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES FOR
NORTH COLORADO MEDICAL CENTER,AS FOLLOWS:
1. The issuance of the Series 2016 Bonds by the Authority in the principal amount of
not to exceed $115,000,000 and the financing of the Series 2016 Project, to be implemented in
accordance with the various documents described in the preambles hereto, are hereby approved.
Upon the Board of County Commissioners of Weld County, Colorado indicating no objection to
the issuance of the Series 2016 Bonds, the First Restated Ground Lease and the Second Restated
Lease (whether by letter, resolution or ordinance of the Board of County Commissioners), all of
the officers of the Board of Trustees are hereby authorized, empowered and directed to execute
any instruments and take any actions required to cause the issuance of the Series 2016 Bonds by
the Authority and the financing of the Series 2016 Project. The Series 2016 Bonds shall be
issued as fixed rate bonds on a tax-exempt basis. The maximum yield on the entire issue of the
Series 2016 Bonds as a whole (giving effect to any original issue discount and original issue
premium) shall not exceed 3.60% per annum. The Series 2016 Bonds shall mature no later than
May 15, 2034.
2. The forms of the Second Restated Indenture, the Second Restated Lease, the First
Restated Ground Lease, the First Restated Sublease, the Preliminary Official Statement and the
Bond Purchase Agreement submitted to this meeting, forms of which shall be reviewed and
approved by the County's Attorney's Office, as counsel to the Hospital, be and they hereby are
approved, and, upon receiving the aforementioned evidence of no objection from the Board of
County Commissioners, the President, the Vice President, the Chair, the Vice Chair or any other
member of the Board of Trustees are hereby authorized, empowered and directed to execute,
acknowledge and deliver the Second Restated Lease, the First Restated Sublease and the Bond
Purchase Agreement in the name and on behalf of the Hospital and,thereupon, cause the same to
be attested by the Secretary or any Assistant Secretary of the Board of Trustees or any other
member of the Board of Trustees not executing the documents, with such changes therein as
shall be approved by the officers of the Hospital or other representative of its Board of Trustees
executing the same (the final forms of which shall be reviewed and approved by counsel to the
Hospital), their execution thereof to constitute conclusive evidence of the Hospital's approval of
such documents and any and all changes or revisions therein from the forms now before or
described at this meeting; and that from and after the execution and delivery of such documents,
the officers; and such agents and employees designated by such officers, of the Hospital or its
Board of Trustees are hereby authorized, empowered and directed to do all such acts and things
and to execute, attest, acknowledge and deliver all such documents as may be necessary to carry
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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 Preliminary Official Statement relating to the Series 2016 Bonds submitted to
this meeting be and it hereby is approved and its distribution is approved subject to final review
by counsel to the Hospital, and the officers of the Hospital or other representative of its Board of
Trustees or any of them be and they hereby are authorized, empowered and directed to execute
and deliver the final Official Statement, and the distribution of the Preliminary Official
Statement and final Official Statement is hereby approved; each of the Preliminary Official
Statement and final Official Statement is to be in the form of the Preliminary Official Statement
now before this meeting and as hereby approved and with such changes therein and completions
thereto as shall be approved by the officer of the Hospital or other representative of its Board of
Trustees executing the same, the execution thereof to constitute conclusive evidence of the
Hospital's approval of any and all changes or revisions therein and completions thereto from the
form of Preliminary Official Statement now before this meeting.
4. The officers of the Hospital or other representative of its Board of Trustees or any
of them are hereby appointed and authorized to execute all certificates and other documents,
including tax documents, which may be necessary in connection with the issuance of the
Series 2016 Bonds and to do all things necessary to provide for the sale and issuance of the
Series 2016 Bonds, including, but not limited to, any agreements or certifications necessary to
comply with any applicable tax and securities law requirements, requirements of the Authority,
requirements of the rating agencies and the Bond Purchase Agreement and the other documents
described above, and all such actions and doings of said persons which are in conformity with
the purposes and intent of this resolution hereby are in all respects ratified, approved and
confirmed.
5. Since the adoption of Section 20 of Article X of the Colorado Constitution, the
Board of Trustees of the Hospital has operated the Hospital as an "enterprise" for purposes of
Section 20 of Article X of the Colorado Constitution, as the Hospital has been operated as a
government owned business, has retained authority to issue revenue bonds, and receives less
than ten percent of its total annual revenues in state and local grants, and the Board of Trustees
hereby ratifies the designation of the Hospital as an enterprise for purposes of Section 20 of
Article X of the Colorado Constitution.
6. A form of this Resolution has been given to the Board of County Commissioners
and shall constitute the notice to incur revenue debt required by Section 25-3-304(4)(b), C.R.S.
7. All other acts and doings of the officers, agents and employees of the Hospital or
of its 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 issuance and sale of the Series 2016 Bonds and the financing
of the Series 2016 Project shall be and the same hereby are in all respects ratified, approved and
confirmed.
8. All prior acts and doings of the officers, agents and employees or the Board of
Trustees of the Hospital which are in conformity with the purposes and intent of this resolution
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and in furtherance of the execution and performance of the documents described herein and the
issuance and sale of the Series 2016 Bonds, and in furtherance of the financing of the
Series 2016 Project shall be and the same hereby are in all respects ratified, approved and
confirmed.
9. The passage and approval of this resolution and the execution by the Hospital of
the documentation described herein shall not create any third-party beneficiary rights in any
person or entity not a party to such documents, unless specifically provided therein.
10. 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.
11. 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.
12. This resolution shall be in full force and effect upon its passage and approval.
Adopted h day oMarch, 2016.
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By ,
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[SEAL] .
Attest:
By t`1
Cc-,ye.S—-_ , , c
Larry C zad, Trustee/Secretary
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FILE CONTAINS CD
$ 114, 580,000
Colorado Health Facilities Authority
Hospital Revenue Bonds
(NCMC, Inc. Project)
Series 201
May 12, 2016
PLEASE SEE ORIGINAL FILE
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