April 10, 2007

 

 

Board of Supervisors

County of Albemarle, Virginia

401 McIntire Road

Charlottesville, Virginia  22902

 

 

Industrial Development Authority of Albemarle County, Virginia
Proposed Financing for Martha Jefferson Hospital and MJH Foundation

Martha Jefferson Hospital and MJH Foundation, both nonprofit Virginia non-stock corporations (collectively, "Martha Jefferson Health Services") have requested that the Industrial Development Authority of Albemarle County, Virginia ("Authority") assist in (a) refinancing all or a portion of the Authority's $50,000,000 Hospital Revenue Bonds, Series 2002 issued on October 31, 2002 to finance or refinance (1) the acquisition, construction and equipping of a three-story healthcare and medical office facility, including without limitation a diagnostic imagine center, an urgent care center, an outpatient surgery center, a women's health center and a prenatal diagnostic center,  located at Peter Jefferson Place business office park in Albemarle County, Virginia, (2) the acquisition of approximately 84 acres of land located at Peter Jefferson Place business office park, and (3) the acquisition, renovation, construction or equipping of capital expenditures at Martha Jefferson Health Services' healthcare facilities in the City of Charlottesville, Virginia and Albemarle County, Virginia, including without limitation the costs of routine capital expenditures, a MRI scanner, accounting systems, angiography equipment and renovation, and a linear accelerator, (b) financing additional capital improvements, and (c) financing a debt service reserve fund and costs of issuance for the bonds by the issuance of its revenue bonds in the amount not to exceed $60,000,000 ("Bonds").

As set forth in the resolution of the Authority attached hereto ("Resolution"), the Authority has agreed to issue its Bonds as requested.  The Authority has conducted a public hearing on the proposed financing of the Project and has recommended that you approve the issuance of the Bonds as required by Section 147(f) of the Internal Revenue Code of 1986, as amended, and Section 15.2-4906 of the Code of Virginia of 1950, as amended.

Attached hereto is (1) a certificate evidencing the conduct of the public hearing and the action taken by the Authority, (2) the Fiscal Impact Statement required pursuant to Virginia Code Section l5.2-4907, and (3) the form of resolution suggested by counsel to evidence your approval.

__________________________________________

Secretary, Industrial Development Authority

of Albemarle County, Virginia

 

CERTIFICATE

The undersigned Secretary of the Industrial Development Authority of Albemarle County ("Authority") certifies as follows:

1.                  A meeting of the Authority was duly called and held on April 10, 2007, at 4:00 o'clock p.m. in the Fourth Floor Conference Room of the County Office Building, 401 McIntire Road, Charlottesville, Virginia, pursuant to proper notice given to each Director of the Authority before such meeting.  The meeting was open to the public.  The time of the meeting and the place at which the meeting was held provided a reasonable opportunity for persons of differing views to appear and be heard. 

2.                  The Chairman announced the commencement of a public hearing on the application of Martha Jefferson Hospital and MJH Foundation, both nonprofit Virginia non-stock corporations (collectively, "Martha Jefferson Health Services") and that a notice of the hearing was published once a week for two successive weeks in a newspaper having general circulation in the City of Charlottesville and the County of Albemarle, Virginia ("Notice"), with the second publication appearing not less than seven days nor more than twenty-one days prior to the hearing date.  A copy of the Notice has been filed with the minutes of the Authority and is attached as Exhibit A.

3.                  A summary of the statements made at the public hearing is attached as Exhibit B.

4.                  Attached as Exhibit C is a true, correct and complete copy of a resolution ("Resolution") adopted at such meeting of the Authority by a majority of the Directors present at such meeting.  The Resolution constitutes all formal action taken by the Authority at such meeting relating to matters referred to in the Resolution.  The Resolution has not been repealed, revoked, rescinded or amended and is in full force and effect on this date.

WITNESS my hand and the seal of the Authority, this 10^th day of April 2007.

__________________________________________

Secretary, Industrial Development Authority

of Albemarle County, Virginia

 

 

[SEAL]

 

 

Exhibits:

A - Copy of Certified Notice

B - Summary of Statements

C - Inducement Resolution

 

EXHIBIT B TO CERTIFICATE

Summary of Statements

Representatives of Martha Jefferson Hospital and MJH Foundation and McGuireWoods LLP, Bond Counsel, appeared before the Authority to explain the proposed plan of financing.  No one appeared in opposition to the proposed bond issue.

 

FISCAL IMPACT STATEMENT
FOR PROPOSED BOND FINANCING

Date: April 10, 2007

To the Board of Supervisors
of Albemarle County, Virginia

Applicant:      Martha Jefferson Hospital and MJH Foundation
Facility:         Healthcare and medical office facilities, land acquired for healthcare use and capital       

                    expenditures at facilities in Albemarle County and the City of Charlottesville

1.            Maximum amount of financing sought.	$60,000,000
2.            Estimated taxable value of the facility's real property to be constructed in the locality.	$   N/A
3.            Estimated real property tax per year using present tax rates.	$   N/A
4.            Estimated personal property tax per year using present tax rates.	$   N/A
5.            Estimated merchants' capital tax per year using present tax rates.	$   N/A
6.     (a)   Estimated dollar value per year of goods that will be purchased from Virginia companies within the locality.	$   N/A
(b)  Estimated dollar value per year of goods that will be purchased from non-Virginia companies within the locality.	$   N/A
(c)        Estimated dollar value per year of services that will be purchased from Virginia companies within the locality.	$   N/A
(d)  Estimated dollar value per year of services that will be purchased from non-Virginia companies within the locality.	$   N/A
7.            Estimated number of regular employees on year round basis.	N/A
8.            Average annual salary per employee.	$   N/A

 

__________________________________________

Chairman, Industrial Development Authority

of Albemarle County, Virginia

 

 

At a regular meeting of the Board of Supervisors of Albemarle County, of Virginia, held on the 11th day of April, 2007, the following Board members were recorded as present:

PRESENT:

 

 

 

 

On motion by ______________________________, seconded by ___________________________, the attached Resolution was adopted by a majority of the members of the Board of Supervisors by a roll call vote, the votes being recorded as follows:

MEMBER                                                                      VOTE

RESOLUTION
OF THE BOARD OF SUPERVISORS OF
ALBEMARLE COUNTY, VIRGINIA

WHEREAS, the Industrial Development Authority of Albemarle County, Virginia ("Authority"), has considered the application of Martha Jefferson Hospital and MJH Foundation, both nonprofit Virginia non-stock corporations (collectively, "Martha Jefferson Health Services") requesting the issuance of the Authority's revenue bonds in an amount not to exceed $60,000,000 ("Bonds") to assist Martha Jefferson Health Services in (a) refinancing all or a portion of the Authority's $50,000,000 Hospital Revenue Bonds, Series 2002 issued on October 31, 2002 to finance or refinance (1) the acquisition, construction and equipping of a three-story healthcare and medical office facility, including without limitation a diagnostic imagine center, an urgent care center, an outpatient surgery center, a women's health center and a prenatal diagnostic center, located at Peter Jefferson Place business office park, (2) the acquisition of approximately 84 acres of land located at Peter Jefferson Place business office park in Albemarle County, Virginia, and (3) the acquisition, renovation, construction or equipping of capital expenditures at Martha Jefferson Health Services' healthcare facilities in the City of Charlottesville, Virginia and Albemarle County, Virginia, including without limitation the costs of routine capital expenditures, a MRI scanner, accounting systems, angiography equipment and renovation, and a linear accelerator, (b) financing additional capital improvements, and (c) financing a debt service reserve fund and costs of issuance for the bonds (collectively, the "Project"), and has held a public hearing on April 10, 2007.

WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), provides that the governmental unit having jurisdiction over the issuer of private activity bonds and over the area in which any facility financed with the proceeds of private activity bonds is located must approve the issuance of the bonds;

WHEREAS, the Authority issues its bonds on behalf of Albemarle County, Virginia ("County"); a portion of the Project located in the County and the Board of Supervisors of Albemarle County, Virginia ("Board") constitutes the highest elected governmental unit of the County;

WHEREAS, the Authority has recommended that the Board approve the issuance of the Bonds; and

WHEREAS, a copy of the Authority's resolution approving the issuance of the Bonds, subject to the terms to be agreed upon, a certificate of the public hearing and a Fiscal Impact Statement have been filed with the Board.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF ALBEMARLE COUNTY, VIRGINIA:

1.                  The Board approves the issuance of the Bonds by the Authority for the benefit of of Martha Jefferson Health Services, as required by Section 147(f) of the Code and Section l5.2-4906 of the Code of Virginia of 1950, as amended ("Virginia Code").

2.                  The approval of the issuance of the Bonds does not constitute an endorsement to a prospective purchaser of the Bonds of the creditworthiness of the Project or of Martha Jefferson Health Services..

3.                  This resolution shall take effect immediately upon its adoption.

RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF ALBEMARLE COUNTY, VIRGINIA
AUTHORIZING THE ISSUANCE OF UP TO $60,000,000
REVENUE BONDS FOR THE PURPOSE OF
MARTHA JEFFERSON HOSPITAL AND MJH FOUNDATION

WHEREAS, the Industrial Development Authority of Albemarle County, Virginia, a political subdivision of the Commonwealth of Virginia ("Authority"), is empowered by the Industrial Development and Revenue Bond Act, Chapter 49, Title 15.2, Code of Virginia of 1950, as amended ("Act"), to issue its revenue bonds in one or more series from time to time to promote the welfare of the inhabitants of the Commonwealth of Virginia by assisting organizations which are described in §501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and which are exempt from federal income taxation pursuant to §501(a) of the Code, and is further empowered to issue revenue bonds for the purpose of carrying out its powers;

WHEREAS, the Authority has received a request from Martha Jefferson Hospital and MJH Foundation, both nonprofit Virginia non-stock corporations (collectively, “Martha Jefferson Health Services”) requesting that the Authority issue its revenue bonds to assist Martha Jefferson Health Service in (a) refinancing all or a portion of the Authority's $50,000,000 Hospital Revenue Bonds, Series 2002 issued on October 31, 2002 to finance or refinance (1) the acquisition, construction and equipping of a three-story healthcare and medical office facility, including without limitation a diagnostic imagine center, an urgent care center, an outpatient surgery center, a women's health center and a prenatal diagnostic center, located at Peter Jefferson Place business office park in Albemarle County, Virginia, (2) the acquisition of approximately 84 acres of land located at Peter Jefferson Place business office park, and (3) the acquisition, renovation, construction or equipping of capital expenditures at Martha Jefferson Health Services' healthcare facilities in the City of Charlottesville, Virginia and Albemarle County, Virginia, including without limitation the costs of routine capital expenditures, a MRI scanner, accounting systems, angiography equipment and renovation, and a linear accelerator, (b) financing additional capital improvements, and (c) financing a debt service reserve fund and costs of issuance for the bonds (collectively, the "Financing").;

WHEREAS, such assistance will benefit the inhabitants of Albemarle County, Virginia and the Commonwealth of Virginia;

WHEREAS, preliminary plans for the Financing have been described to the Authority and a public hearing has been held as required by Section 147(f) of the Internal Revenue Code of 1986, as amended, ("Code") and Section 15.2-4906 of the Act;

WHEREAS, Martha Jefferson Health Services has represented that the estimated cost of the Financing will require an issue of revenue bonds in the aggregate principal amount not to exceed $60,000,000;

WHEREAS, (a) no member of the Board of Directors of the Authority is an officer or employee of the Albemarle County, Virginia, (b) each member has, before entering upon his duties during his or her present term of office, taken and subscribed to the oath prescribed by Section 49-1 of the Code of Virginia of 1950, as amended and (c) at the time of their appointments and at all times thereafter, including the date hereof, all of the members of the Board of Directors of the Authority have satisfied the residency requirements of the Act; and

NOW, THEREFORE, BE IT RESOLVED BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF ALBEMARLE COUNTY, VIRGINIA:

1.                  It is hereby found and determined that the Financing will be in the public interest and will promote the health and welfare of the Commonwealth of Virginia, the County of Albemarle, and their citizens.

2.                  The Authority hereby agrees to assist the by undertaking the issuance of its revenue bonds in an amount not to exceed $60,000,000 upon terms and conditions mutually agreeable to the Authority and Martha Jefferson Health Services.  The bonds will be issued pursuant to documents satisfactory to the Authority.  The bonds may be issued in one or more series at one time or from time to time.

3.                  It having been represented to the Authority that it is necessary to proceed immediately with the Financing, and the planning therefor, the Authority agrees that the Borrower may proceed with plans for the Financing, and take such other steps as it may deem appropriate in connection with the Financing, provided, however, that nothing in this resolution shall be deemed to authorize Martha Jefferson Health Services to obligate the Authority without its consent in each instance to the payment of any moneys or the performance of any acts in connection with the Financing.  The Authority agrees that Martha Jefferson Health Services may be reimbursed from the proceeds of the bonds for all expenditures and costs so incurred by it, provided such expenditures and costs are properly reimbursable under the Act and applicable federal laws.

4.                  At the request of Martha Jefferson Health Services, the Authority approves McGuireWoods LLP, Richmond, Virginia, as Bond Counsel in connection with the issuance of the bonds.

5.                  All costs and expenses in connection with the Financing, including the fees and expenses of Bond Counsel and Authority Counsel, shall be paid by Martha Jefferson Health Services or, to the extent permitted by applicable law, from the proceeds of the bonds.  If for any reason such bonds are not issued, it is understood that all such expenses shall be paid by Martha Jefferson Health Services and that the Authority shall have no responsibility therefor.

6.                  In adopting this resolution the Authority intends to take "official action" toward the issuance of the bonds and to evidence its "official intent" to reimburse from the proceeds of the bonds any expenditures paid by Martha Jefferson Health Services before the issuance of the bonds, all within the meaning of regulations issued by the Internal Revenue Service pursuant to Sections 103 and 141 through 150 and related sections of the Code.

7.                  The Authority recommends that the Board of Supervisors of Albemarle County, Virginia, approve the issuance of the bonds

8.                  This resolution shall take effect immediately upon its adoption.