HomeMy WebLinkAbout100-21 (EDADebtModification(VillageAtOrchardRidge)) BOARD OF SUPERVISORS OF THE COUNTY OF FREDERICK, VIRGINIA
Resolution
June 9, 2021
A. The Economic Development Authority of the County of Frederick, Virginia(the
"Authority")has considered the application of The Village at Orchard Ridge, Inc., a Virginia
nonstock corporation (the "Borrower"), requesting the Authority enter into modifications of its
Residential Care Facility Revenue Bonds (The Village at Orchard Ridge, Inc.), Series 2014 (the
"Bonds"). The Authority originally issued the Bonds in 2014 and loaned the proceeds thereof to
the Borrower.
B. The Borrower used the proceeds of such Bonds for the following purposes ( collectively
the "Project"): financing (i) capital improvements at the Borrower's facilities located at 400
Clocktower Ridge Drive, Winchester, Virginia 22602 in Frederick County,known as The
Village at Orchard Ridge(the "Facilities"), consisting primarily of(1)the construction and
equipping of a new four story independent living building, (2) the construction and equipping of
a new three story independent living building, (3) the construction and equipping of a one story
skilled nursing building, (4) the expansion of the dining facilities, ( 5)the expansion of the
wellness center, and (6) certain other capital improvements at the Facilities, (ii) a debt service
reserve fund, (iii) capitalized interest and (iv) the costs of issuing the Bonds and other eligible
expenditures.
C. The Authority held a public hearing on the Borrower's application on June 3, 2021, as
required by Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), and
Section 15.2-4906 of the Code of Virginia of 1950, as amended (the "Virginia Code"). Section
147(f) of the Code also provides that the govenunental 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. .
D. The Authority issues its bonds on behalf of the County of Frederick, Virginia (the
"County"); the Project is located in the County; and the Board of Supervisors of the County of
Frederick, Virginia (the "Board") constitutes the highest elected governmental unit of the
County.
E. The Authority has recommended that the Board approve the modifications of the Bonds.
F. A copy of the Authority's resolution approving the modifications of the Bonds, a
certificate of the public hearing and a Fiscal Impact Statement have been filed with the Board.
NOW, THEREFORE, IT IS RESOLVED BY THE BOARD OF SUPERVISORS OF THE
COUNTY OF FREDERICK, VIRGINIA:
1. The Board approves the modifications of the Bonds by the Authority for the benefit of
the Borrower, as required by Section 147(f) of the Code and Section 15,24906 of the Virginia
Code to permit the Authority to assist the Borrower in financing the Project.
2. The approval of the modifications of the Bonds does not constitute an endorsement to a
prospective purchaser of the Bonds of the creditworthiness of the Project or the Borrower.
3. This resolution shall take effect immediately upon its adoption.
Adopted by the Board of Supervisors of the County of Frederick, Virginia this 23rd day of June,
2021.
Charles S. DeHaven, Jr., Chainnan Aye Shawn L. Graber Aye
J. Douglas McCarthy Aye Robert W. Wells Aye
Blaine P. Dunn Aye David D. Stegmaier Aye
Judith McCann-Slaughter Aye
Kris C. Tien
Clerk, Board of Supervisors
County of Frederick, Virginia
Res. No. 100-21
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COUNTY of FREDERICK
® Office of the County Administrator
Tel: 540.665.6382
Fax: 540.667.03 70
MEMORANDUM
To: Frederick County Board of Supervisors
From: Jay E. Tibbs,Deputy County Administrator
Date: June 4,2021
Re: Resolution Approving Modification of Existing EDA Issued Debt—The Village at
Orchard Ridge, Inc.
Attached is a consenting resolution approving a modification to existing EDA issued debt for The Village
at Orchard Ridge,Inc. By way of background,The Village at Orchard Ridge construction project was
originally financed in December 2014 with approximately$67,835,000.00 of tax-exempt bonds(the
"Series 2014 Bonds"),and construction was subsequently completed. Construction resulted in the
addition of 108 independent living apartments, 10 skilled nursing beds and the expansion of dining
facilities and wellness center. The Village at Orchard Ridge was completed and available for occupancy
in 2017 and has since filled.
Per this modification,The Village at Orchard Ridge intends to reduce the interest rate on the outstanding
balance of the Series 2014A Bonds ($34.7M) from 6.25%to 6.00%while,at the same time, extend the
final maturity by 5 years from 2044 to 2049. Applicant intends to reduce the spread on the 10 year MMD
interest rate reset value from 500 bps to+320 bps for the remaining amount of Series 2014B Bonds
(9.4M)while,at the same time,extend the final maturity by 5 years from 2044 to 2049.Existing
bondholders would receive an increase in the call protection by 5 years from what is currently included in
the bond documents. Both TVOR and its residents will benefit from reduced interest expense over the
remaining life of the Series 2014A and 2014B Bonds.The EDA has the authority to issue revenue bonds
to be used in financing the acquisition,construction or equipping of various types of facilities. In order to
qualify,a facility must be one of the following: a non-profit 501(c)(3)entity or a for-profit
"manufacturing facility," as defined by the Internal Revenue Code.
Interest on qualified bonds issued by the EDA is exempt from taxation under the Internal Revenue Code.
The availability of this tax benefit generally results in a lower interest rate for the user of the borrowed
funds. It is important to note that the revenue bonds do not constitute a general obligation of the EDA nor
will the full faith and credit of Frederick County or the Commonwealth of Virginia be pledged to the
payment of any such bonds.'Me EDA receives an administrative fee on the bond amount.
The EDA recommends the Board approve the modifications to this bond financing.
Representatives from the bond counsel and Village at Orchard Ridge will be at the meeting to address any
questions the Board might have.
Attachment
107 North Kent Street 0 Winchester,Virginia 22601
Form of EDA Resolution
145307012_2
RESOLUTION OF THE ECONOMIC DEVELOPMENT AUTHORITY OF
THE COUNTY OF FREDERICK, VIRGINIA, APPROVING
MODIFICATIONS TO THE TERMS OF ITS RESIDENTIAL CARE
FACILITY REVENUE BONDS (THE VILLAGE AT ORCHARD RIDGE,
INC.),SERIES 2014
The Economic Development Authority of the County of Frederick, Virginia. (the
"Authority„) is duly organized under the Industrial Development and Revenue Bond Act,
Chapter 49, Title 15.2, Code of Virginia of 1950, as amended (the "Act"). To further the Act's
purposes, the Authority, at the request of The Village at Orchard Ridge, Inc. (the "Borrower"),
has determined to enter into modifications of its Residential Care Facility Revenue Bonds (The
Village at Orchard Ridge, Inc.), Series 2014 (the "Bonds").
The Authority originally issued the Bonds under a Bond Trust Indenture dated as of
December 1, 2014 (the "Indenture"), between the Authority and Wilmington Trust, National
Association, as successor trustee (the "Trustee"). The proceeds of the Bonds assisted the
Borrower with financing (i) capital improvements at the Borrower's facilities located at 400
Clocktower Ridge Drive, Winchester, Virginia 22602 in Frederick County, known as The
Village at Orchard Ridge (the "Facilities"), consisting primarily of (1) the construction and
equipping of a new four story independent living building, (2) the construction and equipping of
a new three story independent living building, (3) the construction and equipping of a one story
skilled nursing building, (4) the expansion of the dining facilities, (5) the expansion of the
wellness center, and (6) certain other capital improvements at the Facilities, (ii) a debt service
reserve fund, (iii) capitalized interest and (iv) the costs of issuing the Bonds and other eligible
expenditures(collectively,the "Project").
The Borrower and the Authority now desire to effect certain modifications to the Bonds
and the Indenture, including (1) certain amendments to the maturities of the Bonds, the interest
born by the Bonds, and the principal repayment schedule for Bonds and (2) other related
amendments(collectively,the "Amendments").
The Amendments will be reflected in a First Supplement to Bond Trust Indenture (the
"First Supplement") between the Authority and the Trustee, an Amended and Restated Series
2014A Bond and an Amended and Restated Series 2014B Bond (collectively, the Amendment
Documents"),
The Authority desires to authorize the Amendments and the execution and delivery of the
Amendment Documents.
NOW, THEREFORE, BE IT RESOLVED BY THE ECONOMIC DEVELOPMENT
AUTHORITY OF THE COUNTY OF FREDERICK,VIRGINIA:
1. It is hereby found and determined that the Amendments and the execution of the
Amendment Documents will be in the public interest and will promote the commerce, safety,
health, welfare, convenience or prosperity of the Commonwealth of Virginia, the County of
Frederick, Virginia and their citizens and will assist in providing for the residence and care of the
aged in accordance with their special needs.
2. The Authority hereby authorizes and approves of the Amendments. The Authority
hereby approves of the forms of the Amendment Documents on file with the Authority, with
such changes, insertions or omissions (including, without limitation, changes of the dates therein
and thereof) as may be approved by the Chairman or Vice Chairman of the Authority, either of
whom may act, at the request of the Borrower, which approval shall be evidenced conclusively
by the execution and delivery of the applicable Amendment Document by the Chairman or Vice
Chairman of the Authority.
I The Chairman and the Vice Chairman of the Authority, either of whom may act,
are each hereby authorized and directed to execute and deliver on behalf of the Authority the
Amendment Documents, and the Secretary and the Assistant Secretary of the Authority, either of
whom may act, are each hereby authorized and directed to affix the seal of the Authority to the
Amendment Documents, if required. The signatures of the Chairman, the Vice Chainnan, the
Secretary, and the Assistant Secretary, and the seal of the Authority may be by facsimile. The
Chairman, Vice Chairman, Secretary and Assistant Secretary is each authorized to execute and
deliver on behalf of the Authority such instruments, documents or certificates and to do and
perform such other things and acts, as such officer deems necessary or appropriate to carry out
the transactions authorized by this resolution, and all of the foregoing, previously done or
performed by such officers of the Authority, are in all respects approved,ratified and confirmed.
4. At the request of the Borrower, the Authority approves McGuireWoods LLP,
Richmond, Virginia, as Bond Counsel in connection with the Amendments.
5. All costs and expenses in connection with the Amendments, including the fees of
the Authority, the fees and expenses of Bond Counsel and Authority Counsel, shall be paid by
the Borrower. If for any reason such Amendments are not consummated,it is understood that all
such fees and expenses shall be paid by the Borrower and that the Authority shall have no
responsibility therefor. Neither the Authority, including its officers, directors, attorneys,
employees and agents, nor the County of Frederick, Virginia, shall be liable and wholly
disclaims all liability to the Borrower and its affiliated entities for any damages, direct or
consequential, resulting from the failure of the Authority to enter the Amendments for any
reason.
6. By submitting this resolution to the Authority, the Borrower has agreed to
indemnify and save harmless the Authority and its officers, directors, attorneys, 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 Amendments.
7. The Authority recommends that the Board of Supervisors of the County of
Frederick County, Virginia, approve the Amendments.
8. The Amendments may not be entered pursuant to this resolution until such time
as the Amendments have been approved by the Board of Supervisors of the County of Frederick,
Virginia.
9. All other acts of the Authority that are in conformity with the purposes and intent
of this resolution and in furtherance of the Amendments are hereby ratified, approved and
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confirmed.
1e. This resolution shall be effective immediately,
ECONOMIC DEVELOPMENT AUTHORITY OF
THE COUNTY OF FREDERICK, VIRGINIA
Ey;
AV3MMW-
a rman
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CERTIFICATE
The undersigned Secretary of the Economic Development Authority of the County of
Frederick, Virginia (the "Authority"), hereby certifies that the foregoing is a true, correct and
complete copy of a resolution adopted by a majority of the Directors of the Authority at a
meeting duly called and held on June 3, 2021 in accordance with law, and that such resolution
has not been repealed, revoked, rescinded or amended but is in full force and effect on the date
hereof
WITNESS the following signature and seal of the Authority this 3rd day of June, 2021.
PecaTrPelPnomicoilmen uthority of the
County of Frederick,Virginia
'SEAL,
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Form ®f EDA Certificate Regarding Public Hearin
CERTIFICATE
The undersigned Secretary of the Economic Development Authority of the County of
Frederick, Virginia(the "Authority"),hereby certifies as follows:
1. A meeting of the Authority was duly called and held on June 3, 2021, at 8:00 o'clock
a.m. at 107 N. Kent Street, Winchester, Virginia 22601, 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.
3. The Chairman announced the commencement of a public hearing on the application
of The Village at Orchard Ridge, Inc. and that a notice of the hearing was published once a week
for two successive weeks in a newspaper having general circulation in the County of Frederick,
Virginia(the "Notice"),with the second publication appearing not less than six days and no 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.
4.
5. A summary of the statements made at the public hearing is attached as Exhibit B.
6.
7. Attached as Exhibit C is a true, correct and complete copy of a resolution (the
"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.
8.
WITNESS my hand and the seal of the Authority, this 3rd day of June,2021.
(NEA.L] Secret , E nomic Development Authority
of the County of Frederick,Virginia
Exhibits:
A—Copy of Certified Notice from Newspaper
B—Summary of Statements
C—EDA Resolution
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Exhibit A to EDA Certificate Regamding Public Ife�ring
Copy of Certified Notice from Newspaper
fto be provided by McGuire Woods at or after the public hearing]
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EXHIBIT
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Exhibit B to EDA,Certificate Regarding Public Hearing
Summary of Statements
Representatives of McGuireWoods LLP and The Village at Orchard Ridge,Inc. appeared
E before the Authority to explain the project and the financing.
? No one appeared in opposition to the proposed bond issue.
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Exhibit C to EDA Certificate Regariling RegardingPublic Hearin
Signed EDA Resolution
[to be provided by McGurreWoods at or after the EDA Meeting]
CERTIFICATE
The undersigned Secretary of the Economic Development Authority of the County of
Frederick,Virginia(the"Authority"),hereby certifies as follows:
1. A meeting of the Authority was duly called and held on June 3, 2021, at 8:00 o'clock
a.m. at 107 N. Kent Street, Winchester, Virginia 22601, 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.
3. The Chairman announced the commencement of a public hearing on the application
of The Village at Orchard Ridge, Inc. and that a notice of the hearing was published once a week
for two successive weeks in a newspaper having general circulation in the County of Frederick,
Virginia(the "Notice"),with the second publication appearing not less than six days and no 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.
4.
5. A summary of the statements made at the public hearing is attached as Exhibit B.
6.
7. Attached as Exhibit C is a true, correct and complete copy of a resolution (the
"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.
8.
WITNESS my hand and the seal of the Authority,this 3rd day of June,2021.
[SEAL] ecret no Development Authority
of the County of Frederick,Virginia
Exhibits:
A—Copy of Certified Notice from Newspaper
B—Summary of Statements
C—EDA Resolution
Fiscal Impact Statement T for Proposed Bond Transaction
D? te: June 3, 2021
To the Board of Supervisors of the County of Frederick, Virginia
Name of Applicant: The Village at Orchard Ridge,Inc.
Facility: Debt Modification to existing Series 2014 Bonds, which financed (i) Capital
improvements at the Borrower's facilities in Frederick County, known as The Village at Orchard
Ridge (the "Facilities'), consisting primarily of(1) the construction and equipping of a new four
story independent living building, (2) the construction and equipping of a new three story
independent living building, (3) the construction and equipping of a one story skill d nursing
building, (4) the expansion of the dining facilities, (5) the expansion of the wellness , nter, and
(6) certain other capital improvements at the Facilities, (ii) a debt service resery x fund, (iii)
capitalized interest and (iv) the costs of issuing the Bonds and other eligible expendis.
1. Maximum amount of financing sought $67,835,00^_ 0
2. Estimated taxable value of the facility's real property to be constructed $75 X06,400
in the municipality --
3. Estimated real property tax per year using present tax rates $45&769
4. Estimated personal property tax per ygar using present tact rates $82.107
5. Estimated merchants'capital tax per year using present tax rates NIA
6. (a) Estimated dollar value per year of goods that will be purchased 443 000
from Virginia companies within the locality ,.
(b) Estimated dollar value per year of goods that will be purchased $801000
from non-Virginia companies within the locality
(c) Estimated dollar value per year of services that will be $666.000
purchased from Virginia companies within the locality
(d) Estimated dollar value per year of services that will be $413.000
purchased from non-Virginia companies within the locality
T Estimated number of regular employees on year round basis L92-
8. Average annual salary per employee $25985
00
W:I Xce0veolpm-ent
Authority of the County of Frederick,
Virginia
***Values reported above are actual amounts based on the completed/fznanced project for the
year ending December 31, 2020.
RESOLUTION OF THE ECONOMIC DEVELOPMENT E'LO,[10 ENA A6J TS ORI A 3 O
THE COUNTY OF FREDERICK, VIRGINIA, APPROVING
MODIFICATIONS TO THE TERMS OF ITS RESIDENTIAL CAME
FACILITY REVENUE BONDS ('I HE VILLAGE AT ORCHARD RIDGE,
INC.),SERIES 2014
The Economic Development Authority of the County of Frederick, Virginia (the
"Authority") is duly organized under the Industrial Development and Revenue Bond Act,
Chapter 49, Title 15.2, Code of Virginia of 1950, as amended (the "Act"). To further the Act's
purposes, the Authority, at the request of The Village at Orchard Ridge, Inc. (the "Borrower"),
has detennined to enter into modifications of its Residential Care Facility Revenue Bonds (The
Village at Orchard Ridge, Inc.), Series 2014(the"Bonds").
The Authority originally issued the Bonds under a Bond Trust Indenture dated as of
December 1, 2014 (the "Indenture"), between the Authority and Wilmington Trust, National
Association, as successor trustee (the "Trustee"). The proceeds of the Bonds assisted the
Borrower with financing (i) capital improvements at the Borrower's facilities located at 400
Clocktower Ridge Drive, Winchester, Virginia 22502 in Frederick County, known as The
Village at Orchard Ridge (the "Facilities'), consisting primarily of (1) the construction and
equipping of a new four story independent living building, (2)the construction and equipping of
a new three story independent living building, (3) the construction and equipping of a one story
skilled nursing building, (4) the expansion of the dining facilities, (5) the expansion of the
wellness center, and (b) certain other capital improvements at the Facilities, (ii) a debt service
reserve fund, (iii) capitalized interest and (iv) the costs of issuing the Bonds and other eligible
expenditures (collectively,the "Project").
The Borrower and the Authority now desire to effect certain modifications to the Bonds
and the Indenture, including (1) certain amendments to the maturities of the Bonds, the interest
born by the Bonds, and the principal repayment schedule for Bonds and (2) other related
amendments(collectively,the "Amendments").
The Amendments will be reflected in a First Supplement to Bond Trust Indenture (the
"First Supplement") between the Authority and the Trustee, an Amended and Restated Series
2014A Bond and an Amended and Restated Series 2014B Bond (collectively, the Amendment
Documents").
The Authority desires to authorize the Amendments and the execution and delivery of the
Amendment Documents.
NOW, THEREFORE, BE IT RESOLVED BY TUE ECONOMIC DEVELOPMENT
AUTHORITY OF THE COUNTY OF FREDERICK,VIRGINIA:
I. It is hereby found and determined that the Amendments and the execution of the
Amendment Documents will be in the public interest and will promote the commerce, safety,
health, welfare, convenience or prosperity of the Commonwealth of Virginia, the County of
Frederick,Virginia and their citizens and will assist in providing for the residence and care of the
aged in accordance with their special needs.
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2. The Authority hereby authorizes and approves of the Amendments. The Authority
hereby approves of the forms of the Amendment Documents on file with the Authority, with
such changes, insertions or omissions (including, without Iimitation, changes of the dates therein
and thereof) as may be approved by the Chairman or Vice Chairman of the Authority, either of
whom may act, at the request of the Borrower, which approval shall be evidenced conclusively
by the execution and delivery of the applicable Amendment Document by the Chairman or Vice
Chairman of the Authority.
3, The Chairman and the Vice Chairman of the Authority, either of whom may act,
are each hereby authorized and directed to execute and deliver on behalf of the Authority the
Amendment Documents, and the Secretary and the Assistant Secretary of the Authority, either of
whom may act, are each hereby authorized and directed to affix the seal of the Authority to the
Amendment Documents, if required. The signatures of the Chairman, the Vice Chairman, the
Secretary, and the Assistant Secretary, and the seal of the Authority may be by facsimile. The
Chairman, Vice Chairman, Secretary and Assistant Secretary is each authorized to execute and
deliver on behalf of the Authority such instruments, documents or certificates and to do and
perform such other things and acts, as such officer deems necessary or appropriate to carry out
the transactions authorized by this resolution, and all of the foregoing, previously done or
performed by such officers of the Authority, are in all respects approved, ratified and confirmed.
4. At the request of the Borrower, the Authority approves McGuireWoods LLP,
Richmond, Virginia, as Bond Counsel in connection with the Amendments.
S. All costs and expenses in connection with the Amendments, including the fees of
the Authority, the fees and expenses of Bond Counsel and Authority Counsel, shall be paid by
the Borrower. if for any reason such Amendments are not consummated,it is understood that all
such fees and expenses shall be paid by the Borrower and that the Authority shall have no
responsibility therefor. Neither the Authority, including its officers, directors, attorneys,
employees and agents, nor the County of Frederick, Virginia, shall be liable and wholly
disclaims all liability to the Borrower and its affiliated entities for any damages, direct or
consequential, resulting from the failure of the Authority to enter the Amendments for any
reason.
6. By submitting this resolution to the Authority, the Borrower has agreed to
indemnify and save harmless the Authority and its officers, directors, attorneys, 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 Amendments,
i
7. The Authority recommends that the Board of Supervisors of the County of
Frederick County,Virginia, approve the Amendments.
8. The Amendments may not be entered pursuant to this resolution until such time
as the Amendments have been approved by the Board of Supervisors of the County of Frederick,
Virginia.
9. All other acts of the Authority that are in conformity with the purposes and intent
of this resolution and in furtherance of the Amendments are hereby ratified, approved and
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i
confuined.
10. This resolution shall be effective immediately.
I
ECONOMIC DEVELOPMENT AUTHORITY OF
j THE COUNTY OF FREDERICK, VIRGINIA
By:
FceWaJ-r==man =R
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Form of]SDA Transmittal Letter and Related Documents from EISA to Board of
June 3, 2021
Board of Supervisors
County of Frederick,Virginia
107 N. Kent Street
Winchester,Virginia 22601
Economic Development Authority of the County of Frederick,Virginia
Proposed Financing for The Village at Orchard Ridge,Inc,
The Village at Orchard Ridge, Inc. (the "Borrower") has requested that the Economic
Development Authority of the County of Frederick, Virginia (the "Authority"), enter into
modifications of its Residential Care Facility Revenue Bonds (The Village at Orchard Ridge,
Inc.), Series 2014 (the 'Bonds"). The Authority originally issued the Bonds in 2014 and loaned
the proceeds thereof to the Borrower.
The Borrower used the proceeds of such Bonds for the following purposes (collectively
the "Project"): financing (i) capital improvements at the Borrower's facilities located. at 400
Clocktower Ridge Drive, Winchester, Virginia 22602 in Frederick County, known as The
Village at Orchard Ridge (the "Facilities"), consisting primarily of (1) the construction and
equipping of a new four story independent living building, (2)the construction and equipping of
a new three story independent living building, (3) the construction and equipping of a one story
skilled nursing building, (4) the expansion of the dining facilities, (5) the expansion of the
wellness center, and (6) certain other capital improvements at the Facilities, (ii) a debt service
reserve fund, (iii) capitalized interest and (iv) the costs of issuing the Bonds and other eligible
expenditures.
As set forth in the resolution of the Authority attached hereto (the "Resolution"), the
Authority has agreed to modify the Bonds as requested. The Authority has conducted a public
hearing on the proposed modifications of the Bonds and has recommended that you approve the
modification 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 15.2-4907, and (3) the form of resolution suggested by counsel to evidence your
approval.
RecreM, micment Authority
of the County of Frederick,Virginia
Exhibit i to EDA Transmittal Letter to Board of Supervisors_,
EDA Certificate Regarding Public Hearing
oto be provided by McGuire Woods at or after the EDA Meeting]