RESOLUTION OF THE ECONOMIC DEVELOPMENT AUTHORITY
OF ALBEMARLE COUNTY, VIRGINIA
AUTHORIZING THE ISSUANCE OF UP TO $195,000,000
REVENUE BONDS FOR THE BENEFIT OF
martha jefferson hospital and mjh foundation
WHEREAS, the Economic 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 to protect and promote the health and welfare of the inhabitants of the Commonwealth of Virginia by assisting in the acquisition, construction, equipping, expansion, enlargement and improvement of medical facilities in order to provide modern and efficient medical services to the inhabitants of the Commonwealth of Virginia.
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 in one or more series at one time or from time to time to assist Martha Jefferson Health Services in financing or refinancing costs associated with (1) the acquisition, construction, equipping and furnishing of an approximately 456,358 square foot, five-story replacement acute care hospital facility (the "Replacement Hospital") to consist of approximately 176 beds to be located at the Peter Jefferson Place business office park near the intersection of Willis Drive and Peter Jefferson Parkway in Albemarle County, Virginia, (2) working capital and routine capital expenditures at the Replacement Hospital, (3) routine capital expenditures at Martha Jefferson Health Services' existing three-story healthcare and medical office facility located at 595 Peter Jefferson Parkway, Albemarle County, Virginia, in the Peter Jefferson Place business office park, and (4) costs of issuance, reserve funds and capitalized interest related to the projects or the issuance of the bonds (collectively, the "Project").
WHEREAS, such assistance will benefit the inhabitants of Albemarle County, Virginia and the Commonwealth of Virginia.
WHEREAS, preliminary plans for the Project 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 Project will require an issue of revenue bonds in an aggregate principal amount not to exceed $195,000,000.
WHEREAS, no member of the Board of Directors of the Authority is an officer or employee of Albemarle County, Virginia; 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 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.
WHEREAS, no member of the Board of Directors of the Authority has any personal interest or business interest in Martha Jefferson Health Services, the bonds, or any of the transactions contemplated therein or has otherwise engaged in conduct prohibited under the Conflict of Interests Act, Chapter 40.1, Title 2.1 of the Code of Virginia of 1950, as amended in connection with this resolution or any other official action of the Authority in connection therewith.
NOW, THEREFORE, IT IS RESOLVED BY THE ECONOMIC DEVELOPMENT AUTHORITY OF ALBEMARLE COUNTY, VIRGINIA:
1. It is hereby found and determined that the issuance of the bonds 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 Martha Jefferson Health Services in the Project by undertaking the issuance of its revenue bonds in an amount not to exceed $195,000,000 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 Project, the Authority agrees that Martha Jefferson Health Services may proceed with its plans, enter into contracts for land, construction, materials and equipment pursuant to the Project, and take such other steps as it may deem appropriate in connection with the Project; 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 Project. 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 as Bond Counsel in connection with the issuance of the bonds.
5. All costs and expenses in connection with the Project, 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. Martha Jefferson Health Services shall pay to the Authority its administrative fee based upon the Authority's policies and procedures, subject to the approval of Bond Counsel.
7. By presenting this resolution to the Authority, Martha Jefferson Health Services agrees to indemnify and save harmless the Authority, its officers, directors, employees and agents from and against all liabilities, obligations, claims, damages, penalties, losses, costs and expenses in any way connected with the Project or the issuance of the bonds, so long as such liabilities, obligations, claims, damages, penalties, losses, costs and expenses do not result from the Authority's gross negligence or its willful, wrongful acts.
8. 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 to finance the planning, construction and renovation of the Project 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.
9. The Authority recommends that the Board of Supervisors of Albemarle County, Virginia, approve the issuance of the bonds. No bonds may be issued pursuant to this resolution until such time as the issuance of the bonds has been approved by such Board of Supervisors.
10. This resolution shall take effect immediately upon its adoption.
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