BROOMFIELD - Health-care group SCL Health System Inc. plans to pay $275 million to its partner, Community First Foundation, in a move to gain operational control over three local Exempla hospitals and a network of physician clinics.

The agreement is a governance change, not a sale of assets, said Marla J. Williams, president and chief executive of Community First Foundation, based in Arvada. The main motivation for the agreement is to position the three local hospitals for the future amid the uncertainty of the current health-care landscape, Williams said.

SCL Health System, based in Broomfield, is expected to pay $45 million to Community First Foundation at the transaction's closing, and the rest in a 20-year promissory note, Williams said.

The transaction is expected to take up to 60 days, the amount of time specified in a state law that requires the Colorado attorney general's office to review such transactions, Williams said. The attorney general's office reviews all transactions involving the sale, transfer, lease or other disposition of 50 percent or more of the assets of any hospital in Colorado, according to the attorney general's website.

SCL Health System filed a notification with the attorney general's office on Tuesday, July 31. Carolyn Tyler, a spokeswoman in the attorney general's office, said only that employees in the office received the information and that it is being reviewed.

Once the transaction is complete, SCL Health System plans to name nine out of 10 directors to a community board that oversees Exempla Good Samaritan Medical Center in Lafayette, Exempla Saint Joseph Hospital in Denver and Exempla Lutheran Medical Center in Wheat Ridge as well as the Exempla Physician Network of more than 100 clinics, according to Bob Ladenburger, president and chief executive officer of the nonprofit group. SCL Health System currently has five directors on the Exempla board and Community First Foundation has five directors.

"It gives SCLHS total operational control of Exempla going forward," Ladenburger said of governance change plans.

Opponents to previous SCL Health System plans to acquire the Exempla system have filed numerous objections with the state attorney general's office. "Ethical and Religious Directives," or "ERDs," which prohibit doctors from performing certain procedures, appear to be the key issue in those documents. Specific procedures are not named in the documents.

An opponent who previously filed objections with the attorney general's office declined to speak on Tuesday about SCL Health System's latest plans.

When asked on Tuesday about "Ethical and Religious Directives," Ladenburger said the new plan "has no impact on the ERDs. Exempla Good Samaritan Medical Center in Lafayette follows ethical and religious directives today." ERD guidelines were implemented in June 2010 when SCL Health System assumed operational control of the hospital, Ladenburger said.

Of the $45 million planned to go to Community First at closing, about $25 million would go specifically to communities served by Exempla Lutheran Medical Center, Williams said. Of that $25 million, $5 million would go to support Exempla Lutheran Medical Center's charitable activities, and $20 million would be used to create the Lutheran Legacy Fund, Williams said.

"It's good for Good Samaritan; it's good for all of the hospitals in the system," Williams said of the planned transaction.

In March, SCL Health System said it was moving its headquarters from Kansas to Broomfield. About 750 people moved to offices in Broomfield and Denver in the headquarters move.

In all, SCL Health System is a $2.7 billion health network that operates 11 hospitals, four "safety net" clinics, one children's mental health center and more than 100 ambulatory service centers in four states - California, Colorado, Kansas and Montana, according to the press statement. It was founded by the Sisters of Charity of Leavenworth, who opened their first hospital in 1864 in Kansas.