001-24 (CityEDABondFinancingWincMedicalCenter) .f
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RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF
FREDERICK, VIRGINIA WITH RESPECT TO REVENUE BOND FINANCING BY
THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF WINCHESTER
FOR WINCHESTER MEDICAL CENTER AND AFFILIATES
WHEREAS, the County of Frederick, Virginia (the "County") is a political subdivision
of the Commonwealth of Virginia exercising public and essential governmental functions
pursuant to the Constitution and the laws of the Commonwealth of Virginia; and
WHEREAS, the Economic Development Authority of the City of Winchester, Virginia
(the "Authority") is a political subdivision of the Commonwealth of Virginia and is authorized
under Chapter 49, Title 15.2, Code of Virginia of 1950, as amended (the"Act"), to enter-into loan
agreements, contracts, deeds and other instruments for the purpose of financing the acquisition,
construction, equipping, expansion, enlargement and improvement of nhedical facilities to the end
that the Authority may protect and pronhote the health and welfare of the inhabitants of the
Commonwealth of Virginia, and to issue its revenue bonds for the purpose of carrying out any of
its powers; and
WHEREAS, Winchester Medical Center ("Winchester") is a nonstock, nonprofit
corporation duly incorporated and validly existing under and by virtue of the laws of the
Commonwealth of Virginia, which operates medical facilities located in the City of Winchester,
Virginia and the County; and
WHEREAS, Page Memorial Hospital ("Page") is a nonstock, nonprofit corporation duly
incorporated and validly existing under and by virtue of the laws of the Commonwealth of
Virginia, which operates medical facilities located in the County of Page, Virginia; and
WHEREAS, Shenandoah Memorial Hospital ("Shenandoah") is a nonstock, nonprofit
corporation duly incorporated and validly existing under and by virtue of the laws of the
Comnhonwealth of Virginia, which operates medical facilities located in the Town of Woodstock,
Virginia; and
WHEREAS, Winchester, Page and Shenandoah have requested the Authority to issue its
revenue bonds in one or more series in a total aggregate principal anhount not to exceed
$285,000,000 (the "Bonds"), for the purpose of shaking loans to Winchester, Page, Shenandoah
Resolution No. 00 1-24
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and/or other affiliates of Valley Health ,System ("Valley Health"), a Virginia nonstock, nonprofit
corporation; and
WHEREAS, proceeds of the Bonds may be used, among other purposes, to:
(i) fund all or a portion of the costs of the acquisition, development, construction and
equipping of a medical office building project consisting of primary care and out-patient laboratory
programs, support space, exterior gathering space, roadway system and other site improvements,
utility and information technology infrastructure, parking and landscaping (collectively, the
"Stephens City Medical Office Building Project");
(ii) fund all or a portion of the costs of the acquisition, development, construction and
equipping of a medical office building project consisting of primary care and out-patient laboratory
programs, support space, exterior gathering space, roadway system and other site improvements,
utility and information technology infrastructure, parking and landscaping (the "Greenwood
Medical Office Building Project"); and
(iii) refund all or a portion of the Authority's outstanding Hospital Revenue Refunding
Bonds (Valley Health System Obligated Group) Series 2013B (the "Series 2013B Bonds"); and
WHEREAS, the Stephens City Medical Office Building Project will be located on an
approximately 4 acre site near the intersection of Fairfax Pike and Warrior Drive in Stephens City
(Frederick County),Virginia, and will be owned and/or operated by Winchester or another affiliate
of Valley Health; and
WHEREAS, the Greenwood Medical Office Building Project will be located on an
approximately 4.6 acre site at Orrick Commons Shopping Center ori Senseny Road in Winchester
(Frederick County),Virginia, and will be owned and/or operated by Winchester or another affiliate
of Valley Health; and
WHEREAS, the Series 2013B Bonds were issued for, among other purposes, the purpose
of providing funds, together with other available funds, to make a loan to Winchester to refund the
then outstanding Industrial Development Authority of Clarke County, Virginia Hospital Facility
Revenue Bonds (Winchester Medical Center, Inc.), Series 2000 (the "Series 2000 Bonds"); and
WHEREAS, the Series 2000 Bonds were issued for, among other- purposes, the purpose
of providing funds, together with other available hands, to pay, or reimburse Winchester for
paying, the costs of the construction of a new interchange on Route 37 (the "Interchange") to
provide additional access to Winchester Medical Center and relieve traffic congestion at its
Amherst Street entrances; and
WHEREAS, the Interchange is located primarily in the County, specifically at an
interchange into Route 37 from Winchester Medical Center between the Route 50 interchange and
the Route 522 interchange, and is owned and maintained by the Commonwealth of Virginia; and
WHEREAS, the Authority held a public hearing on June 18, 2024 with respect to the
issuance of the Bonds in accordance with state and federal law; and
Resolution No. 001-24 2
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WHEREAS, the Authority has by resolution adopted on June 18, 2024 (the "Authority
Inducement Resolution") approved the issuance by the Authority of the Bonds, in an aggregate
principal amount not exceeding $285,000,000; and
WHEREAS, Winchester has requested approval (to the extent required by the Internal
Revenue Code of 1986, as amended (the"Code"), and the Act)by the Board of Supervisors of the
County (the"Board of Supervisors") of the issuance by the Authority of the Bonds; and
WHEREAS, Section 147(f) of the Code provides that the governs-ental unit having
jurisdiction over the area in which any facility financed with the proceeds of private activity bonds
is located must approve the issuance of the bonds, and Section 15.2-4906 of the Act sets forth the
procedure for such approval; and
WHEREAS, Section 15.2-4905 of the Act provides that if a locality has created an
industrial development authority, no industrial development authority created by a second locality
may finance a facility located in the first locality unless the governing body of such first locality
concurs with the inducement resolution adopted in connection with such financing by the second
locality; and
WHEREAS, each of the Stephens City Medical Office Building Project, the Greenwood
Medical Office Building Project and the Interchange to be financed or refinanced with the proceeds
of the Bonds is or will be located in County, and the Board of Supervisors constitutes the highest
elected governmental unit of County; and
WHEREAS, the Authority has delivered or caused to be delivered to the Board of
Supervisors the following: (i) a reasonably detailed summary of the continents expressed at the
public hearing held by the Authority in connection with the issuance of the Bonds, and (ii) a copy
of the Authority Inducement Resolution,which constitutes the recommendation and request of the
Authority that the Board of Supervisors approve the issuance of the Bonds and concur with the
Authority Inducement Resolution, as required by applicable federal and Virginia law.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF
THE COUNTY OF FREDERICK, VIRGINIA:
1. The Board of Supervisors concurs in the Authority Inducement Resolution and
approves the issuance of the Bonds by the Authority with respect to the Stephens City Medical
Office Building Project, the Greenwood Medical Office Building Project and the Interchange
located or to be located in the County as required by Section 147(f)of the Code and Sections 15.2-
4905 and 15.2-4906 of the Act.
2. The Board of Supervisors' approval of the issuance of the Bonds by the Authority does
not constitute an endorsement to a prospective purchaser of the Bonds, or the creditworthiness of
Winchester, Page, Shenandoah or Valley Health. The issuance of the Bonds shall not constitute a
debt or pledge of the faith and credit of the Commonwealth of Virginia or the County, and neither
the faith and credit nor the taxing power of the Commonwealth of Virginia or any political
subdivision thereof, including the County, will be pledged to the payment of the Bonds. The
County shall not be obligated to pay the Bonds or the interest thereon or other costs incident
Resolution No. 001-24 3
1189747419.E
thereto. Valley Health shall pay any costs and expenses (and indemnify for any damages) of the
County incurred with respect to the Bonds.
3. This resolution shall take effect immediately upon its adoption.
ADOPTED JULY 10, 2024
Josh E. Ludwig, Chairman Aye John F. Jewell Aye
Heather H. Lockridge Aye Robert W. Wells Aye
Blaine P. Dunn Aye Judith McCann-Slaughter Aye
Robert T. Liero Aye
A COPY ATTEST
Michael L. Bollhoefer
Frederick County Admi ' trator
Resolution No. 001-24 4
1189747419.2
COUNTY of FREDERICK
:A,
Jay E. Tibbs
Deputy County Administrator
540/665-5666
Fax 540/667-0370
E-mail:
jtibb s @co.frederick.va.us
MEMORANDUM
TO: Board of Supervisors
FROM: Jay E. Tibbs, Deputy County Administrator
SUBJECT: Concurring Resolution re: Winchester Medical Center and Affiliates
DATE: July 1, 2024
Winchester Medical Center and its affiliates have requested the Economic Development Authority of the
City of Winchester,VA, to issue a series of revenue bonds in a total aggregate principal amount not to
exceed $285,000,000, for the purpose of making loans to Winchester, Page, Shenandoah and/or other
affiliates of Valley Health System. Three projects to be financed or refinanced with the bond proceeds are
or will be located in Frederick County. The three projects are:
1. Stephens City Medical Office Building to be located near the intersection of Fairfax Pike and
Warrior Drive in Stephens City (Frederick County).
2. Greenwood Medical Office Building to be located at Orrick Commons Shopping Center on
Senseny Road in Winchester (Frederick County).
3. The Interchange at Route 37 from Winchester Medical Center between Route 50 interchange and
the Route 522 interchange.
The City of Winchester is requesting the Frederick County Board of Supervisors concur with the issuance
of this bond financing, as the governmental unit having jurisdiction over the area in which any facility
financed with the proceeds is located must approve the issuance of the bonds. The Board's approval does
not constitute a debt or pledge of the faith and credit of the County and the County shall not be obligated
to pay any costs or expenses incurred with respect to this bond issuance.
Attachment
107 North Kent Street•Winchester,Virginia 22601-5000