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HomeMy WebLinkAboutDEVELOPMENT AUTHORITY RICHMOND COUNTY REVENUE BONDS 2007 (WALTON REHABILITATION HOSPITAL PROJECT LA W OFFICE JERRY B. DYE ATTORNEY ATLAWP.C. SUITE 101, WHEELER EXECUTIVE CENTER 3540 WHEELER ROAD AUGUSTA, GEORGIA 30909 PHONE (706) 722-2651 FAX (706) 722-2652 idve[a1knolo!!V.net jbdjrnd@comcast.net RECEIVED DEe 0 7 2007 COUNTY ATTORNEY December 7, 2007 Mr. Stephan E. Shepard, Esq. Suite 104 701 Greene Street Augusta, Georgia 30901 RE: Mayors approval under TEFRA for the issuance by the DEVELOPMENT AUTHORITY OF RICHMOND COUNTY of its Revenue Bonds, Series 2007, (Walton Rehabilitation Hospital Project) in the aggregate amount not to exceed $13,000,000. Dear Steve: Enclosed for your review is a request by the Development Authority to have the Mayor of Augusta, as its Chief Public Officer, elected at large, sign a Certificate under the United States Internal Revenue Code, as amended in 1986 by TEFRA, permitting the issuance of the above caption Bonds on behalf of the Georgia Rehabilitation Institute, Inc. d/bla Walton Rehabilitation Health System and lor a subsidiary Walton Rehabilitation Hospital, LLC. A Public hearing was conducted on this matter on December 7, 2007 at which time no objections were filed or voiced. A copy of the minutes of that Hearing are enclosed in support of the Certificate which includes the Affidavit of the Publisher as to the giving of Public Notice. Bond counsel has requested that the Mayors' signature by attested and certified by the Clerk of the Augusta, Georgia as indicated on the attachment. Please call if you have any questions and I will pick-up the signed certificates from your office upon completion. Sincerely h Jerry B. Dye Attorney for the Development Authority of Richmond County cyrp~ [7 (IJ (~, 1'{f- CERTIFICATE WITH RESPECT TO PUBLIC HEARING AND APPROVAL The undersigned Hearing Officer HEREBY CERTIFIES as follows: (1) A hearing, open to the public, was duly called and held on December 7, 2007, at 11:00 a.m., at Suite 560, Historic Enterprise Mill, 1450 Greene Street, Augusta, Georgia, pursuant to proper notice given in accordance with law and the procedures established therefor. The time and place of the meeting provided a reasonable opportunity for persons of differing views to appear and be heard, and provision was made for the receipt of written comments. (2) The undersigned announced the commencement of a public hearing on the proposed issuance of bonds for the benefit of Georgia Rehabilitation Institute, Inc., and that a notice had been published at least fourteen (14) days prior to the hearing in a newspaper having general circulation in Richmond County, Georgia. An affidavit of the publisher of said newspaper is attached hereto, made a part hereof and marked Exhibit "A." (3) The undersigned read the written comments submitted for the hearing and invited further comments or questions from persons with views on the issuance of the bonds or on the location and nature of the facility financed. A summary of the comments and discussion is attached hereto, made a part hereof and marked Exhibit "B." (4) Attached hereto and marked Exhibit "c" is a true and correct copy of the approval of the issuance of such bonds given on , 2007, by the Mayor of Augusta, Georgia, which has not been amended or revoked. The signature of Augusta, Georgia's Clerk's Certificate attached to said approval is the genuine signature of the Clerk of Augusta, Georgia. GIVEN under my hand and seal, this _ day of December, 2007. ~~-' CORP\1253323.3 AFFIDAVIT OF PUBLICATION ATTORNEY OR AGENCY Jerry Dye BUSINESS STATE OF GEORGIA COUNTY OF RICHMOND ~ personally appeared before me, ~ ('~ ' to me known, who being sworn, deposes and says: That he/she is the authorized agent of Southeastern Newspapers Company, LLC, a Georgia Limited Liability company, doing business in said county under the trade name of The Richmond County Neighbors, a newspaper published in said county; that he/she is authorized to make affidavits of publication on behalf of said publisher company; The Richmond County Neighbors; that said newspaper is of general circulation in said county and in the area adjacent thereto; that he/she has reviewed the regular editions of s.aid newspapers published on and finds that the following advertisement appeared in each of said editions, to-wit: NOv. 22, 2007 Sworn to and bscribed before me This 5th day of December, 2007 I . unty, Georgia. MY COMMISSION EXPiRES 0\-1..,. TlVU.2, 201'0 EXHIBIT "A" - (deponent> NOTICE Of PUBUC HEARING YOU ARE HEREBY NOTIFIED that on Decem- ber 7 2007; at 11:00 a.m., at the D.evelopment Authority 'ofRlchmond County, SUIte 560, His- toric Enterprise Mill, 1450 G~een~1 ~tr~:I~ Au usta Georgia, a Public Heanng WI e cCl~Cem'ing a proposed issuance by Develop- ment Authority of Richmond County of up to a roximately $13,000,000 of Its Revenue Br:indS," The proceeds of ~he bonds wo~l~ finance costs associated w,th (1 )t~e acqu!sl tion renovation, improvement and Inst~lIat!on 'olthe facilities of the Walton Rehabllltat'C?n Hos Ital at 1355 .Independence DrlV~ '" AUg~sta Georgia including room renovat,on, equiPrn@nt and other capital needs, (2) ~onl- tractual payments to St. Joseph !iosplta , Augusta,Georgla; Inc. and Unlver:s,ty Health Services, Inc:, and (3) the r~fund,"g of out- standing b.Onds previously 'ssu~d for s!Jch hospital by Development Authority .of R,ch- . mond County. No performance aud,t or per- formance review shall be conducted with re ard to the bonds. The bonds would not be g.,9neral obligations of the State of Georgia, Augusta Georgia, or the Development Author- ity of Ri~hmond County, nor would such bonds b payable In any manner by taxation, but w~uld be payable solely from payments pu:-,u- ant to lease or loan agreements to be rec~%'}d from Georgia Rehabilitation I~stitute, Inc., ~ Walton Rehabilitation Hosp,tal and/or a sub 'd'ary Walton Rehabilitation Hospital, LLC, ~h:Ch :.viii operate the assets financed. Any erson having views on ,the proposed b,?!,d rssue or the nature or 10'ca~ion of ~he faCIlity may be heard at such publiC hean~gor may submit written comments at the heanng. This November --' 2007. DEVELOPMENT AUTHORITY OF RICHMOND COUNTY Nov. 22, 2007 Adv. # 12676646 ~ .. RESOLUTION OF DEVELOPMENT AUTHORITY OF RICHMOND COUNTY WHEREAS, Development Authority of Richmond County (tbe "Authority") bas been informed by officials of Georgia Rehabilitation Institute, Inc., d/b/a Walton Rehabilitation Health System (the "Company"), that the Company proposes the refinancing, modification and improvement of its rehabilitation hospital and related facilities in Augusta-Richmond County, including the planning, design, construction, acquisition, improvement and/or financing of certain land, buildings, structures, machinery, equipment and/or related real and personal property deemed necessary or desirable in connection therewith (the "Project"); and WHEREAS, the Company has indicated that the proposed Project will increase or maintain employment opportunities in the area served by the Authority; and WHEREAS, it is estimated by the Company that the refinancing, modification and improvement of the proposed Project may require expenditures of up to $13,500,000; and WHEREAS, after careful study and investigation of the nature of the proposed Project at a meeting open to the public, held in accordance with the Open Meetings Law, the Authority has determined that in assisting with the refinancing, modification and improvement of the proposed Project, it will be acting in furtherance of the public purposes for which it was created; and WHEREAS, the most feasible method of accomplishing the refinancing, modification and improvement of the proposed Project is for the Authority to issue its revenue bonds or other appropriate obligations (the "Bonds") for that purpose and for it (i) to acquire the proposed Project and lease or sell the proposed Project to the Company for specific rentals or purchase price payments sufficient to pay the principal of, premium (if any) and the interest on said Bonds, or (ii) to lend the proceeds from the sale of said Bonds to the Company to enable the Company's refinancing, modification and improvement of the proposed Project, with loan repayments to be sufficient and timely to pay the principal of, premium (if any) and interest on said Bonds; and WHEREAS, the Company has requested that the Authority indicate its willingness to issue its Bonds to finance the proposed Project so that said refinancing, modification and improvement of the proposed Project may move forward; and WHEREAS, the Authority has determined that it is in the best interest of the inhabitants of the area served by the Authority that the refinancing, modification and improvement of the proposed Project move forward without delay; NOW, THEREFORE, BE IT RESOLVED as follows: 1. The Authority hereby finds that the proposed Project will develop and promote for the public good and general welfare trade, commerce, industry and employment CORP\1253116.2 ....... opportunities within, will increase or maintain employment opportumties within, and will promote the general welfare of the area served by the Authority and of the State of Georgia. 2. In order to indicate the Authority's willingness to issue its Bonds in an amount up to $13,500,000 to accomplish, in whole or in part, refinancing, modification and improvement of the proposed Project, the execution and delivery to the Company of an inducement agreement is hereby authorized, said inducement agreement to be in substantially the form attached hereto as Exhibit "A" subject to such minor changes, insertions and omissions as may be approved by the Chairman or Vice Chairman of the Authority and the execution of said inducement agreement by the Chairman or Vice Chairman and Secretary or Assistant Secretary of the Authority as herewith authorized shall be conclusive evidence of any such approval. 3. In order to facilitate the commencement of the modification and improvement of the proposed Project, the Chairman or Vice Chairman and Secretary or Assistant Secretary of the Authority are hereby authorized to execute, or accept the assignment of, contracts for the said modification and improvement of the proposed Project subject to the receipt of appropriate guarantees of payment by the Company. 4. The Authority has determined that no performance audit or performance review shall be conducted with regard to the Bonds and such statement of that determination shall be included in the published TEFRA Notice (which is hereby authorized) and/or Notice to the Public in the validation proceedings for the Bonds. As a result, no performance audit or performance review shall be required with regard to the issuance of the Bonds. 5. The Chairman or Vice Chairman and Secretary or Assistant Secretary of the Authority are further hereby authorized to take any and all further action and execute and deliver any and all other documents as may be necessary to issue and deliver the aforementioned Bonds and to effect the undertaking for which said Bonds are proposed to be issued. 6. It is the intention of the Authority that this resolution constitute a declaration of "official intent" of the Authority to reimburse expenditures with the proceeds of Bonds, within the meaning of Treasury Regulations Section 1.150-2. Adopted this August 15, 2007. DEVELOPMENT AUTHORITY OF RICHMOND COUNTY [SEAL] BY:~~ Chat an Attest: CORP'.1253I ] 6.2 SECRETARY'S CERTIFICATE I,PATRICA SCHAFFER , Secretary of Development Authority of Richmond County, DO HEREBY CERTIFY that the foregoing two (2) pages of typewritten matter constitute a true and correct copy of the resolution adopted on August 15, 2007, by said Authority in a meeting, in accordance with the Open Meetings Law and the procedures of the said Authority, duly called and assembled, which was open to the public and at which a quorum was present and acting throughout, and that the original of said resolution appears of public record in the Minute Book of said Authority which is in my custody and control. Given under my hand and the seal of said Authority, this August 15, 2007. (SEAL) EXHIBIT "B-1" -3- CORP\1253116.2 ,.. EXHIBIT "c" APPROVAL OF THE ISSUANCE OF REVENUE BONDS WHEREAS, the Mayor of Augusta, Georgia (the "Mayor") has been informed by officials of the Development Authority of Richmond County (the "Issuer") that the Issuer plans to adopt a Bond Resolution (the "Resolution") with respect to a plan of financing through the use of revenue bonds (the "Bonds") in an amount not to exceed approximately $13,000,000 for (1) the acquisition, renovation, improvement and installation of the real property and facilities of the Walton Rehabilitation Hospital at 1355 Independence Drive in Augusta, Georgia, including room renovation, equipment and other capital needs, (2) contractual payments to S1. Joseph Hospital, Augusta, Georgia, Inc. and University Health Services, Inc., and (3) the refunding of outstanding bonds previously issued for such hospital by Richmond County Hospital Authority (the "Project"); and WHEREAS, the facilities to be financed will be owned or operated by Georgia Rehabilitation Institute, Inc. d/b/a Walton Rehabilitation Health System and/or a subsidiary Walton Rehabilitation Hospital, LLC; and WHEREAS, the Bonds will be issued by the Issuer, the Project will be located entirely within the boundaries of Augusta, Georgia (the "Jurisdiction"), the Mayor is the highest elected executive officer of the Jurisdiction, and this resolution is intended to constitute the approval required by Section 147(f) of the Internal Revenue Code of 1986, as amended; and WHEREAS, after a public hearing open to the public held on December 7, 2007, for which due and reasonable public notice has been given in accordance with the provisions of law and the procedures established therefor, the Mayor has determined to approve the issuance of the Bonds as provided in the Resolution; NOW, THEREFORE, the issuance of the Bonds by the Issuer pursuant to the plan of financing described in the Resolution for the benefit of the Company is hereby in all respects approved. This approval shall take effect immediately upon its execution, and the Clerk shall place a public record of this approval in the public records of Augusta, Georgia. ADOPTED, this day of December, 2007. ~():~fJhv /0 10 J Clerk of A/.1g ta, Georgia MA YOR OF AUGUSTA, GEORGIA #~j- [SEAL] CORP\1253323.3 . .. CLERK'S CERTIFICATE J'S}- t I, Clerk of Augusta, Georgia, DO HEREBY CERTIFY that the H A1 cW~ foregoing page itten matter constitutes a true and correct copy of the ~ AJA"LNf adopted on , 2007, by said Mayor, that the original of said r-esehrt~em::s , ,.,.."-,, I of public reco of Augusta, Georgia which are in my custody and con~ that said Ma r is the highest elected executive officer of Augusta Georgia, and that the 11Jr,~ signature set forth therein is the genuine signature of the said Mayor. tI)1f1~ Given under my hand and the seal of said Mayor, this day of ,2007. )v rAtl~1f~ Clerk 0 Au sta Georgia [SEAL] CORP\1253323.3