A RESOLUTION OF THE BOARD OF SUPERVISORS OF FAUQUIER COUNTY, VIRGINIA, APPROVING THE ISSUANCE OF HOSPITAL REVENUE BONDS (THE “BONDS”) BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF FAUQUIER COUNTY, VIRGINIA (THE “IDA”), FOR THE BENEFIT OF THE FAUQUIER HOSPITAL, INCORPORATED (THE “HOSPITAL”) AND SENIOR LIVING CONCEPTS, LLC (THE “LLC”)
WHEREAS, The Fauquier Hospital, Incorporated (the “Hospital”), and Senior Living Concepts, LLC (the “LLC”), have requested the Industrial Development Authority of Fauquier County, Virginia (the “Authority”), to issue bonds in the form of hospital revenue bonds (the “2007 Bonds”) in an amount now estimated not to exceed $40,000,000 to (1) finance or refinance the Projects, as described below, (2) to pay issuance expenses in connection with the 2007 Bonds, (3) pay the cost of credit enhancement for the 2007 Bonds, if any, and (4) fund one or more debt service reserve funds for the 2007 Bonds; and
WHEREAS, the Hospital is a not-for-profit Virginia nonstock corporation, and the LLC is a Virginia limited liability company whose sole member, upon issuance of the 2007 Bonds, will be the Fauquier Health System, Inc. (the “Health System”); and
WHEREAS, the principal place of business for all of the aforementioned entities currently is 500 Hospital Drive, Warrenton, Virginia; and
WHEREAS, the Projects shall include, but shall not be limited to, the following: (1) an assisted living facility of approximately 65,000 square-feet (the “Assisted Living Project”) containing approximately 60 assisted living units, to be located in Fauquier County, Virginia, approximately six miles north of Warrenton, Virginia, on Route 29, in the planned unit development known as Suffield Meadows, (2) improvements and renovations to the general hospital facilities operated by the Hospital at 500 Hospital Drive in Warrenton (Fauquier County), Virginia, including without limitation, the renovation and approximately 12,000 square-foot expansion of the Hospital’s existing emergency room and the construction and equipping of an outpatient observation within the Hospital’s existing facilities to include approximately 12 outpatient rooms (the “Hospital Project”), and (3) routine capital expenditures, funded interest for the 2007 Bonds, and equipment purchases for the Assisted Living Project, the Hospital Project and for the Hospital’s other hospital facilities; and
WHEREAS, the Assisted Living Project is expected to be owned and operated by the LLC, and the Hospital Project is expected to be owned and operated by the Hospital; and
WHEREAS, the Projects, however, also may be owned, operated or used by one or more entities related to the Hospital and the LLC, all of which currently have as their principal place of business 500 Hospital Drive, Warrenton, Virginia; and
WHEREAS, the related entities of the Hospital and the LLC are: (1) the Health System, (2) Fauquier Health System Foundation, a Virginia non-stock corporation and (3) Warrenton Overlook Health and Rehabilitation Center, Inc., a Virginia non-stock corporation; and
WHEREAS, the Authority has held a public hearing (the “Public Hearing”) on the issuance of the 2007 Bonds for the Projects on October 18, 2007, and has agreed to issue the 2007 Bonds to finance the costs of the Projects; and
WHEREAS, the Authority has requested and recommended that the Board of Supervisors (the “Board”) of Fauquier County, Virginia (the “County”), approve the Projects and the issuance of the 2007 Bonds to comply with Section 15.2-4906 of the Industrial Development and Revenue Bond Act, as amended (the “Act”), and Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”); and
WHEREAS, a copy of the Authority’s October 18, 2007, resolution approving the issuance of the 2007 Bonds, a fiscal impact statement and a reasonably detailed summary of the comments made at the Public Hearing have been filed with the Board; now, therefore, be it
RESOLVED by the Fauquier County Board of Supervisors this 8th day of November 2007, That the Board hereby approves the Projects and the issuance of the 2007 Bonds by the Authority for the benefit of the Hospital and the LLC, to the extent required by Section 15.2-4906 of the Act and Section 147(f) of the Code, to permit the Authority to assist in the Projects; and, be it
RESOLVED FURTHER, That the approval of the issuance of the 2007 Bonds does not constitute an endorsement of the 2007 Bonds or the creditworthiness of the Hospital or the LLC or any related entity, and the 2007 Bonds shall provide that neither the County nor the Authority shall be obligated to pay the 2007 Bonds or the interest thereon or other costs incident thereto except from the revenues and moneys pledged therefore, and neither the faith or credit nor the taxing power of the Commonwealth of Virginia, the County nor the Authority shall be pledged thereto; and, be it
RESOLVED FINALLY, That this resolution shall take effect immediately upon its adoption.
The undersigned Clerk of the Board of Supervisors of Fauquier County, Virginia (the “Board”), hereby certifies that the foregoing is a true, correct and complete copy of a resolution adopted by a majority of the members of the Board present and voting at a meeting duly called and held on November 8, 2007, in accordance with law, and that such resolution has not been repealed, revoked, rescinded or amended, and is in full force and effect on the date hereof.
WITNESS the following signature this ___ day of _____, 2007.
Paul S. McCulla, Clerk