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047-24 (EconomicDevelopmentAuthority(TheLegacyAtNorthAugustaBondModification)) At a regular meeting of the Board of Supervisors of the County of Frederick, Virginia,held on the 14th day of February,2024, the following members were recorded as present: PRESENT: Josh E. Ludwig, Chairman; Judith McCann-Slaughter, Vice Chairman; Robert W, Wells; Blaine P. Dunn; Heather H. Lockridge; John F. Jewell; and Robert T. Liero On motion by Vice Chairman Slaughter. seconded by_Supervisor Wells the attached Resolution was adopted by a.majority of the members of the Board of Supervisors of the County of Frederick, Virginia by a roll call vote,the votes being recorded as follows: MEMBER VOTE Josh E. Ludwig Aye Judith McCann-Slaughter Aye Robert W. Wells Aye Blaine P. Dunn Aye Heather H. Lockridge Aye John F. Jewell Aye Robert T. Liero Aye Res. No. 047-24 BOARD OF SUPERVISORS OF THE COUNTY OF FREDERICK, VIRGINIA February 1.4,2024 A. The Economic Development Authority of the County of Frederick, Virginia (the "Authority") has considered the application of The Legacy at North Augusta, Inc., a Virginia nonstock corporation (the 'Borrower"), requesting the Authority enter into modifications of its Residential Care Facility Revenue Bond (The Legacy at North Augusta Project), Series 2011 (the "Bonds"). The Authority originally issued the Bonds in 2011 and loaned the proceeds thereof to the Borrower. B. The Borrower used the proceeds of the Bonds for the following purposes (collectively the "Project"): (i) financing a portion of the costs of acquiring a 10$-unit independent living rental housing facility for seniors currently known as The Legacy at North Augusta and located at 1410A North Augusta Street, Staunton, Virginia (the "Facility"), (ii) financing certain capital improvements at the Facility, including but not limited to the costs of renovating and equipping of the Facility to convert all or a portion of the existing independent living units to assisted living units, (iii)financing a debt service reserve fund for the Bonds and(iv)financing the costs of issuing the Bonds and other eligible expenditures. C. The Authority held a public hearing on the Borrower's application on February 1, 2024, 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 governmental unit having jurisdiction over the issuer of private activity bonds must approve the issuance of the Bonds. D. The Authority issues its bonds on behalf of the County of Frederick, Virginia (the "County"); and the Board of Supervisors of the County of Frederick, Virginia (the "Board") constitutes the highest elected governmental unit of the County. Bonds. E. The Authority has recommended that the Board approve the modifications of the F. A copy of the Authority's resolution approving the modifications of the Bonds and a certificate of the public hearing 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 I5.2-4906 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. As required by the Virginia Code, the Bonds shall not be deemed to constitute a debt or a pledge of the faith and credit or taxing power of the Commonwealth of Virginia or any Res. No. 047-24 political subdivision thereof, including the Authority, the County and the City of Staunton, Virginia. 4. The modifications of the Bonds may not be entered into pursuant to this resolution until such time as all governmental approvals as required by the Virginia.Code and the Code have been obtained. 5. This resolution shall take effect immediately upon its adoption. Adopted by the Board of Supervisors of the County of Frederick, Virginia this 141 day of Febraaxy, 2024. [SEAL] Clerk, Board of Supervisor County of Frederick, Virg' a -2- Res. No. 047-24 COUNTY of FREDERICK ® Office of the County Administrator Ygcinr Tel:540.665.6382 Fax:540.667.0370 MEMORANDUM To: Frederick County Board of Supervisors From: Jay E. Tibbs, Deputy County Administrator Date: February 9, 2024 Re: The Legacy at North Augusta Bond Amendment Attached please find a resolution approving modification to bonds issued by the Frederick County Economic Development Authority (EDA) in 2011 for The Legacy at North Augusta, Inc. for a residential care facility. The Legacy at North Augusta is seeking to modify the bonds. The maturity date of the Bond remains July 1, 2045. However, the modification pertains to the interest rate which is set at 6.25% until June 30, 2029, and thereafter shall vary with the 16 Year MMD plus 275 Basis Points, with a floor of 5.95% and a cap of 6.85%. The EDA's attorney has reviewed the proposed amendments and found them to be acceptable. The EDA, at its February 1, 2024, meeting conducted a public hearing and adopted a resolution authorizing the modification. The Board of Supervisors is being asked to approve the attached resolution approving the modifications to these bonds. It is important to note these bonds shall not be deemed to constitute a debt or pledge of the faith and credit or taxing power of the EDA or the County. Staff is seeking adoption of the attached resolution. EDA counsel and bond counsel will be at the meeting to answer any questions the Board might have regarding this item. Attachment 107 North Kent Street 9 Winchester,Virginia 22601 BRYAN & COLEMAN, P.L.C. ATTORNEYS AT LAW 116 SOUTH BRADDOCK STREET WINCHESTER,VIRGINIA 22601 TELEPHONE:(540)545-4130 FAX: (540)545-4131 MICHAEL L.BRYAN,ESQUIRE EMAIL:mbryan@michaelbryanlawcom February 2, 2024 Jay Tibbs, Deputy County Administrator County of Frederick, Virginia 107 North Kent Street Winchester, Virginia 22601 RE: The Legacy at North Augusta, Inc. Bond Amendments Dear Jay: Please find enclosed a proposed Resolution which hopefully will be adopted by the Frederick County Board of Supervisors at its monthly meeting on February 14, 2024. Also included is a form which, when completed,will set forth the names of the Supervisors present at the meeting and a record of the motion and vote of the Supervisors. Please put this matter on the Board's agenda for the 14`'and let me know the time that the meeting will convene. Thank you. Very truly yours, Xlichael L. Bryan MLB/pmn Enclosure cc: T. W. Bruno, Esquire Michael Graff, Esquire