BOARD OF SUPERVISORS BUSINESS MEETING ACTION ITEM

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1 Date of Meeting: April 5, 2016 BOARD OF SUPERVISORS BUSINESS MEETING ACTION ITEM # 9 SUBJECT: ELECTION DISTRICT: Resolution Approving a Plan of Refinancing of Bonds Issued to Pay for the Cost of Improving Various Inova Hospital Facilities, including Inova Loudoun Hospital Ashburn CRITICAL ACTION DATE: April 5, 2016 STAFF CONTACTS: John Sandy, County Administration Nikki Bradley, Finance and Procurement PURPOSE: To gain Board approval for the Industrial Development Authority of Fairfax County (the Fairfax Authority ) to issue tax-exempt revenue bonds in an amount not to exceed $305,000,000 for the purpose of financing or refinancing all or a portion of the Authority s outstanding Health Care Revenue Bonds for various facilities including Inova Loudoun Hospital ( Loudoun Hospital ). RECOMMENDATIONS: Fairfax Authority: At its March 24, 2016 public hearing, the Fairfax Authority voted to approve the plan of financing and refinancing and the issuance of revenue bonds in an amount not to exceed $305,000,000 for the benefit of the Inova Health System Foundation as presented in Attachments 2 and 3. Staff recommends the Board of Supervisors adopt the resolution, presented in Attachment 1, approving the Fairfax Authority s plan of financing for the issuance of up to $305,000,000 for the purpose of financing or refinancing all or a portion of the Fairfax Authority s outstanding Health Care Revenue Bonds for the benefit of the Inova Health System Foundation ( Inova ), which includes Loudoun Hospital. BACKGROUND: Inova has, from time to time, caused to be issued and refunded, through the Fairfax Authority, tax-exempt revenue bonds, the proceeds of which have been used to finance and refinance certain improvements, and costs associated therewith, to facilities within the Inova health care system, including Loudoun Hospital located in Lansdowne. Inova issues its bonds through the Fairfax Authority for each of its component hospitals on a combined basis so that each hospital benefits from the highly-rated credit of the Inova system as a whole.

2 Item #9, Resolution Approving INOVA Bond Refunding Board of Supervisors Business Meeting April 5, 2016 Page 2 Inova now wishes to gain approval to issue, through the Fairfax Authority, up to $305,000,000 in bonds to finance or refinance all or part of the Fairfax Authority s Health Care Revenue Bonds, Series 2009A (the Series 2009A Bonds) and Series 2012C (the Series 2012C Bonds). A portion of the proceeds of the Series 2009A Bonds were applied to refund bonds previously issued by the Fairfax Authority to refinance bonds issued for the benefit of Loudoun Hospital. Pursuant to the Internal Revenue Code and the Virginia Industrial Development and Revenue Bond Act, a public hearing is required to be held, and approval of the highest elected official is required. Because Fairfax County and Loudoun County are proximate (federal law defines this as less than 100 miles between county seats), the Fairfax Authority is authorized to hold a single public hearing on behalf of facilities in Fairfax County and Loudoun County. Holding a single, joint public hearing is a benefit to Loudoun Hospital as it saves costs and time. The hearing was held on March 24, Following the public hearing and pursuant to Virginia Code and (C), a proposed plan of financing must be approved by both the Fairfax County Board of Supervisors and the Loudoun County Board of Supervisors prior to the issuance of the bonds. Loudoun County s governing body is included since Inova is refinancing bonds issued for Loudoun Hospital. ISSUES: There are no issues associated with this item. The sole purpose of the Board s action is to comply with the applicable requirements of federal and state law. The resolution to be adopted by the Board does not constitute an endorsement to a prospective purchaser of the Bonds or the creditworthiness of Inova. Pursuant to Virginia Code (A), the Board s approval of the issuance of the bonds by the Fairfax Authority does not constitute a debt or pledge of the faith and credit of Loudoun County, and neither the faith and credit nor the taxing power of Loudoun County will be pledged to the payment of such bonds. Loudoun County will not be obligated to pay the bonds or the interest thereon or the costs incident thereto. FISCAL IMPACT: There is no fiscal impact and no liability to the County by approving the issuance of the bonds. There is no impact on the County s debt ratios, or limits and this debt is not considered as part of the County s overlapping debt. DRAFT MOTIONS: 1. I move that the Board of Supervisors adopt the attached Resolution of the Board of Supervisors of the County of Loudoun, Virginia with Respect to Industrial Development Authority of Fairfax County, Virginia Revenue Bond Financing for Loudoun Hospital Center and Certain Affiliated Entities (Attachment 1 to the April 5, 2016 staff report). OR 2. I move an alternate motion.

3 Item #9, Resolution Approving INOVA Bond Refunding Board of Supervisors Business Meeting April 5, 2016 Page 3 ATTACHMENTS: 1. Resolution of the Board of Supervisors of the County of Loudoun, Virginia With Respect to Industrial Development Authority of Fairfax County, Virginia Revenue Bond Financing for Loudoun Hospital Center and Certain Affiliated Entities 2. Notice and Minutes of Public Hearing by the Industrial Development Authority of Fairfax County 3. Resolution of the Industrial Development Authority of Fairfax County 4. Fiscal Impact Statement for Proposed Bond Financing 5. Draft Resolution of the Board of Supervisors of Fairfax County, Virginia

4 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF LOUDOUN, VIRGINIA WITH RESPECT TO INDUSTRIAL DEVELOPMENT AUTHORITY OF FAIRFAX COUNTY, VIRGINIA REVENUE BOND FINANCING FOR LOUDOUN HOSPITAL CENTER AND CERTAIN AFFILIATED ENTITIES WHEREAS, Loudoun Hospital Center (the Loudoun Hospital ) and certain affiliated entities (collectively, the Applicant ), which are organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ), has requested the Board of Supervisors of the County of Loudoun, Virginia (the Board of Supervisors ) to approve the issuance by the Industrial Development Authority of Fairfax County, Virginia (the Fairfax Authority ) of the Fairfax Authority s revenue bonds in an amount not to exceed $305,000,000 (the Bonds ) to assist Applicant in financing or refinancing all or part of the following plan of financing (collectively, the Plan of Financing ) for the benefit of Applicant to: (a) refund all or any portion of the Fairfax Authority s Health Care Revenue Bonds (Inova Health System Project), Series 2009A (the Series 2009A Bonds ) and Series 2012C Bonds (the Series 2012C Bonds ); (b) fund a debt service reserve fund for the Bonds, if any, (c) finance a portion of interest accruing on the Bonds; and (d) pay certain expenses incurred in connection with the authorization, issuance and sale of the Bonds; WHEREAS, a portion of the proceeds of the Series 2009A Bonds were applied to the refunding of bonds previously issued by the Fairfax Authority the proceeds of which were applied to refund a prior issue, the proceeds of which prior issue were applied to refinance bonds issued for the benefit of Loudoun Hospital located in Leesburg, Loudoun County, Virginia ( Loudoun County ); WHEREAS, Section 147(f) of the Code provides that the governmental 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 and Section of the Industrial Development and Revenue Bond Act, Chapter 49, Title 152, Code of Virginia of 1950, as amended (the Act ), sets forth the procedure for such approval; WHEREAS, Section 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 resolution adopted in connection with such financing by the second locality; WHEREAS, certain of the facilities to be financed with the proceeds of the Bonds are located in Loudoun County and the Board of Supervisors constitutes the highest elected governmental unit of Loudoun County; WHEREAS, as permitted by Section 147(f) of the Code and Treas. Reg. 5f.103-2(c), the Fairfax Authority held a public hearing on March 24, 2016 as a joint undertaking with respect to facilities in Fairfax County and Loudoun County; ATTACHMENT RSIND

5 WHEREAS, the Fairfax Authority adopted a resolution (the Fairfax Resolution ), with respect to the Bonds on March 24, 2016 and Loudoun Hospital requests that the Board of Supervisors concur in the Fairfax Resolution and approve the issuance of the Bonds by the Fairfax Authority in order to comply with Section 147(f) of the Code and Section of the Act; WHEREAS, a copy of the Fairfax Resolution, a certificate evidencing conduct of the public, hearing and the action taken by the Fairfax Authority, and a Fiscal Impact Statement have been filed with the Board of Supervisors. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OP SUPERVISORS OF THE COUNTY OF LOUDOUN, VIRGINIA: 1. The Board of Supervisors approves the issuance of the Bonds by the Fairfax Authority with respect to the facilities located in Loudoun County as required by Section 147(f) of the Code and Sections and of the Act in order to assist Applicant in the Plan of Financing. 2. The Board of Supervisors approval of the issuance of the Bonds by the Fairfax Authority does not constitute an endorsement to a prospective purchaser of the Bonds of the creditworthiness of Applicant. As required by Section of the Act, the Bonds shall, on their face, state that Loudoun County shall not be obligated to pay the Bonds or the interest thereon or other costs incident thereto, and that neither the faith and credit nor the taxing power of the Commonwealth of Virginia or any political subdivision thereof, including Loudoun County, will be pledged to the payment of the Bonds, or the interest thereon or other costs incident thereto.. 3. This resolution shall take effect immediately upon its adoption. Phyllis J. Randall, Chairman Board of Supervisors of Loudoun County Adopted by the Board of Supervisors of the County of Loudoun, Virginia this 5 th day of April, ATTEST: Tim Hemstreet Clerk to the Board of Supervisors of Loudoun County RSIND

6 CERTIFICATION I,, Deputy Clerk to the Board of Supervisors of Loudoun County, Virginia, certify that I am custodian of the attached documents, which are true and accurate copies of the Loudoun County Board of Supervisors resolution entitled: RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF LOUDOUN VIRGINIA WITH RESPECT TO INDUSTRIAL DEVELOPMENT AUTHORITY OF FAIRFAX COUNTY, VIRGINIA REVENUE BOND FINANCING FOR LOUDOUN HOSPITAL CENTER AND CERTAIN AFFILIATED ENTITIES dated April 5, Acknowledged before me this day of. My Commission Expires: Notary Public RSIND

7 At a business meeting of the Board of Supervisors of Loudoun County, Virginia, held in the County Government Center, Board of Supervisors Meeting Room, 1 Harrison Street, S.E., Leesburg, Virginia, on April 5, 2016 at 5:00 p.m. RE: RESOLUTION APPROVING A PLAN OF REFINANCING OF BONDS ISSUED TO PAY FOR THE COST OF IMPROVING VARIOUS INOVA HOSPITAL FACILITIES, INCLUDING INOVA LOUDOUN HOSPITAL CENTER moved that the Board of Supervisor s adopt the Resolution entitled Resolution of the Board of Supervisors of the County of Loudon, Virginia with Respect to Industrial Development Authority of Fairfax County, Virginia Revenue Bond Financing for Loudoun Hospital Center and Certain Affiliated Entities. Seconded by. Voting on the Motion: Supervisors,,,,,, and Yes; None No; Supervisors and Absent for the Vote. A COPY TESTE: DEPUTY CLERK FOR THE LOUDOUN COUNTY BOARD OF SUPERVISORS RSIND

8 NOTICE OF PUBLIC HEARING BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF FAIRFAX COUNTY, VIRGINIA REGARDING THE PLAN OF FINANCING AND REFINANCING OF CERTAIN HEALTH CARE FACILITIES WITH THE PROCEEDS OF THE ISSUANCE OF TAX- EXEMPT BONDS NOTICE IS HEREBY GIVEN to all interested persons that the Industrial Development Authority of Fairfax County, Virginia (the Authority ) is considering the approval of a plan of financing and refinancing (the Plan of Financing ) that will entail the issuance by the Authority from time to time of one or more series of its revenue bonds (the Bonds ), in an aggregate principal amount not exceeding $305,000,000 for the purpose of providing funds for healthcare facilities operated by affiliates of Inova Health System Foundation ( Inova ) in order to (a) refund all or a portion of the Authority s outstanding Health Care Revenue Bonds (Inova Health System Project), Series 2012C (the Series 2012C Bonds ) and its Health Care Revenue Bonds (Inova Health System Project), Series 2009A (the Series 2009A Bonds ); (b) fund one or more debt service reserve funds for the Bonds, if in the opinion of Inova at the time of the sale of the Bonds, a debt service reserve fund is warranted and (c) pay certain expenses incurred in connection with the authorization, issuance and sale of the Bonds. Proceeds of the Series 2012C Bonds were used (1) to (a) finance and refinance at Inova Fairfax Hospital: (i) the construction of a 995,000 square foot addition, consisting of a medical/surgical patient tower and a facility dedicated to women s services, (ii) the construction of an addition to, and renovations of, the existing Inova Fairfax Hospital facilities, including renovation to the critical care wing, relocation of hospital services, relocation of the helipad, replacement of central mechanical, electrical, plumbing and air-handling systems, and construction and renovation related to redesigning traffic flow and parking, and (iii) replacement and upgrade of mechanical, electrical and plumbing systems including new air handling units, new water heating systems, new fire protection systems and related improvements; (b) finance and refinance at Inova Mount Vernon Hospital: (i) the construction, renovation and equipping of a new 69,550 square foot 40 bed patient tower, with capacity for 20 additional beds, operating rooms and shell space, and (ii) the renovation or replacement of the existing emergency department; (c) finance and refinance at Inova Fair Oaks Hospital: (i) the construction, renovation and equipping of all or a portion of a new 115,000 square foot medical office building to include physician offices, a conference center and cancer center and related improvements and parking, and (ii) the expansion of the surgery department including four operating rooms, space for registration, pre and postoperative services, sterile processing and related surgical services; (d) finance and refinance the construction and equipping of a 230,000 square foot comprehensive cancer and research institute including a 1,000 car parking structure in Falls Church, Virginia; (e) finance and refinance the acquisition and installation of information system upgrades for clinical and revenue cycle functions; (f) finance or refinance at Inova Fairfax Hospital, Inova Fair Oaks Hospital or Inova Mount Vernon Hospital, all or a portion of routine or miscellaneous capital improvements, additions, renovations and equipment; and (2) to currently refund the outstanding amount of the Authority s $95,000,000 Health Care Revenue Refunding Bonds (Inova Health System Project), Series 2010A (the Series 2010A Bonds ), the proceeds of which were used to (a) currently refund the Authority s $95,000,000 Health Care Revenue Bonds (Inova Health System Project), Series 2009B-1, maturing May 15, 2039 (the 2009B-1 Bonds ) and the Authority s $95,000,000 Health ATTACHMENT 2

9 Care Revenue Bonds (Inova Health System Project), Series 2009B-2, maturing May 15, 2039 (the 2009B-2 Bonds, and together with the Series 2009B-1 Bonds and the Series 2009A Bonds, collectively referred to herein as the Series 2009 Bonds ); and (b) pay certain expenses, including underwriter s discount, incurred in connection with the authorization, issuance and sale of the Series 2010A Bonds. Proceeds of the Series 2009 Bonds were used to (a) finance and refinance the cost of construction, renovation and equipping of various healthcare facilities for Inova Health Care Services ( Inova Health Care ) at Inova Fairfax Hospital, including (i) the construction of a 995,000 square foot addition, consisting of a medical/surgical patient tower and a facility dedicated to women s services, and construction of an addition to, and renovations of, the existing Inova Fairfax Hospital facilities, including relocation of hospital services, replacement of central mechanical, electrical, plumbing and air-handling systems, and construction and renovation related to redesigning traffic flow and parking; (ii) an approximately 22,000 square foot expansion, renovation and equipping of the main pharmacy operation and support services; (iii) an approximately 6,600 square foot renovation of the pediatric post-anesthesia care unit; and (iv) the replacement of the fire alarm system control panels and technology; (b) finance and refinance the construction, renovation and equipping for Inova Health Care at Inova Mount Vernon Hospital of: (i) an expansion of the first floor to create a single point of entry for outpatient services; (ii) an approximately 5,500 square foot addition to the radiology department; (iii) renovations to the radiology department, patient registry, and emergency department; (iv) the expansion of surface parking; and (v) the replacement of the emergency power system including generators, paralleling gear and support panels; (c) finance and refinance for Inova Health Care the construction, renovation and equipping of an approximately 8,000 square foot imaging suite on the ground floor of an Inova Fair Oaks Hospital medical office building; (d) finance and refinance for Inova Health Care the construction and equipping of an approximately 23,500 square foot, 2-story central laboratory; (e) finance or refinance for Inova Health Care at Inova Fairfax Hospital, Inova Fair Oaks Hospital and Inova Mount Vernon Hospital, all or a portion of routine or miscellaneous capital improvements, equipment, additions and renovations; (f) refund a portion of the Authority s Health Care Revenue Refunding Bonds (Inova Health System Project), Series 2008 (the Series 2008 Bonds ) issued in the original principal amount of $346,115,000, which bonds were issued for the purpose of refunding a portion of the Authority s Health Care Revenue Bonds (Inova Health System Project), Series 2005B, D and E (collectively referred to herein as the Series 2005 Bonds ) issued in the original principal amount of $352,700,000 and paying a portion of the expenses incurred in connection with the authorization, issuance and sale of the Series 2008 Bonds; (g) fund a portion of interest accruing on the Series 2009 Bonds during the construction period and a reasonable period thereafter; and (h) pay certain expenses incurred in connection with the authorization, issuance and sale of the Series 2009 Bonds. Proceeds of the Series 2005 Bonds were used (A) to finance or refinance for Inova Alexandria Hospital all or a portion of the cost of (1) renovating and expanding certain portions of Inova Alexandria Hospital, including (a) the construction and equipping of 68,000 square feet of space, which included a new 12-bed clinical decision unit in the emergency department, two additional operating rooms, additional space for the laboratory department and shell space, (b) the renovation and equipping of the cardiovascular interventional radiology area, and (c) the renovation and equipping of surgical support areas, and (2) acquiring certain capital equipment for use in or in connection with Inova Alexandria Hospital and renovating space necessary or

10 incidental to the installation of such equipment; (B) to finance or refinance for Inova Health Care all or a portion of the cost of (1) renovating and expanding certain portions of Inova Fairfax Hospital, including (a) the construction of a 10-level, 2,350-space parking structure, (b) the construction and equipping of a three story, 86,000 square foot support services building, which included new food receiving, preparation and delivery areas, a main loading dock, receiving and waste removal area, nonclinical administrative office areas and 10,000 square feet of mechanical and connector space, as well as vertical expansion capabilities, (c) the upgrading of the central power plant, (d) the construction and equipping of a steam, chilled water and utilities loop including an extension of the underground utilities tunnel from the Inova Heart Institute to the central power plant, and (e) the construction and equipping of food pantries throughout Inova Fairfax Hospital, and (2) acquiring certain capital equipment for use in or in connection with Inova Fairfax Hospital and renovating space necessary or incidental to the installation of such equipment; (C) to finance or refinance for Inova Health Care all or a portion of the cost of (1) renovating and expanding certain portions of Inova Fair Oaks Hospital, including (a) the completion and equipping of 28,300 square feet of previously constructed shell space to house a new 36 bed general surgery inpatient unit to accommodate an additional 22 licensed beds, and (b) the construction and equipping of interventional radiology and CT scan facilities, which included the addition of a second treatment room and 2,850 square feet of new space with waiting and recovery rooms, physician offices, examination rooms, vascular ultrasound and storage areas and space for the relocation of the CT scan facility and the housing of a third high speed CT scanner and (2) acquiring certain capital equipment for use in or in connection with Inova Fair Oaks Hospital and renovating space necessary or incidental to the installation of such equipment; (D) to finance or refinance for Inova Health Care all or a portion of the cost of acquiring certain capital equipment for use in or in connection with Inova Mount Vernon Hospital and renovating space necessary or incidental to the installation of such equipment; (E) to finance or refinance for Inova Health Care and/or its affiliates all or a portion of the cost of routine improvements to, and the acquisition of computer equipment, office equipment, network and telecommunications upgrades, clinical and financial systems and various infrastructure and application development systems for the computer system facility in Fairfax, Virginia; (F) to fund the cost of acquisition of certain healthcare assets, consisting primarily of the Loudoun Hospital Center ( Loudoun Hospital Center ), the proceeds of which sale were used by the seller thereof to defease (1) the $67,785,000 Industrial Development Authority of Loudoun County, Virginia, Hospital Revenue Bonds (Loudoun Hospital Center), Series 1995 (the Series 1995 Bonds ), the proceeds of which were used (a) to finance a portion of the cost of the acquisition, construction and equipping of an 80-bed replacement hospital facility ( Loudoun Hospital ) and certain other capital projects located in Loudoun County, Virginia (collectively, the 1995 Loudoun Project ); (b) to pay the interest accruing on the Series 1995 Bonds allocable to the 1995 Loudoun Project; (c) to refund (i) the then outstanding Industrial Development Authority of Loudoun County, Virginia, Hospital Facility First Mortgage Revenue Bonds (Loudoun Memorial Hospital), Series 1980, issued in the original principal amount of $7,200,000 to acquire certain equipment for and to make improvements to Loudoun Hospital Center s then existing acute care facility, and (ii) the then outstanding Industrial Development Authority of Loudoun County, Virginia, Hospital Revenue Bonds (Loudoun Hospital Center), Series 1990, issued in the original principal amount of $10,000,000 to repay certain of Loudon Hospital Center s then existing taxable debt, to pay for improvements and equipment installed at Loudoun Hospital Center s then existing facilities, and to pay for the purchase of other medical facilities; (d) to fund a debt service reserve fund for the Series 1995

11 Bonds; and (e) to pay certain costs of issuance of the Series 1995 Bonds; and (2) the $18,365,000 Industrial Development Authority of Loudoun County, Virginia Hospital Revenue Bonds (Loudoun Hospital Center), Series 2002A (the Series 2002A Bonds ), the proceeds of which were used to (a) finance a portion of the cost of the following projects at Loudoun Hospital, including: (i) the construction and equipping of a 24-bed replacement maternity ward, (ii) the renovation and conversion of the then existing maternity ward to a 37-bed medical/surgical unit, and (iii) the renovation and expansion of the then existing emergency department; (b) fund a portion of the interest accruing on the Series 2002A Bonds; (c) fund a debt service reserve fund for the Series 2002A Bonds; and (d) pay certain costs of issuance of the Series 2002A Bonds; (G) to refund the $200,000,000 Industrial Development Authority of Fairfax County, Virginia, Health Care Revenue Bonds (Inova Health System Project), Series 2001 (the Series 2001 Bonds ), the proceeds of which were used (1) to finance all or a portion of the costs of certain projects for Inova Health Care and its affiliates, including (a) the cost of internal renovations and acquiring routine medical and computer equipment for use at Inova Fairfax Hospital, Inova Fair Oaks Hospital and Inova Mount Vernon Hospital; (b) the cost of routine improvements to the computer system facility, including, but not limited to, network and telecommunications upgrades, clinical and financial systems, and various infrastructure and application development systems; (c) the cost of the following projects at Inova Fairfax Hospital: (i) the expansion and consolidation of most of the facilities of the cardiology department, including the construction of a four-story building with basement parking known as the Inova Heart Institute to house 160 beds, cardiac catheterization laboratories, electrophysiology laboratories and non-invasive diagnostic laboratories; (ii) the renovation and expansion of the existing emergency department, including construction of new space and the renovation of existing space, to increase the number of treatment areas, to accommodate a new walk-in entrance and ambulance dock and to add support space; (iii) the construction of a 980 space, five-level parking garage; and (iv) the renovation and reconfiguration of space vacated by the cardiology department upon the completion of the Inova Heart Institute to accommodate the expansion of inpatient, outpatient and ancillary support services; and (d) the cost of the following projects at Inova Fair Oaks Hospital: the renovation and expansion of the inpatient, ambulatory and emergency departments, including the construction of a four-story patient tower, which functions as the new front entrance of Inova Fair Oaks Hospital, the renovation of existing space, the restoration of the number of licensed beds to 160, an increase in the number of operating rooms, and the reorientation of the hospital campus to improve patient flow and access, with improvements including, but not limited to, additional parking, safer pedestrian access, reorientation of existing campus traffic patterns and improvements to Rugby Road; and (2) to pay certain expenses incurred in connection with the authorization, sale and issuance of the Series 2001 Bonds; (H) to fund a portion of the interest accruing on the Series 2005 Bonds during the construction period and a reasonable period thereafter; and (I) to pay certain expenses incurred in connection with the authorization, issuance and sale of the Series 2005 Bonds. All references in the foregoing to square footage, number of rooms, beds, units or parking spaces and similar quantitative measurements are approximations. Inova Fair Oaks Hospital is located at 3600 Joseph Siewick Drive, Fairfax, Virginia Inova Fairfax Hospital is located at 3300 Gallows Road, Falls Church, Virginia Inova Mount Vernon Hospital is located at 2501 Parker s Lane, Alexandria, Virginia 22306, all in Fairfax County, Virginia. Inova Alexandria Hospital is located at 4320 Seminary Road,

12 Alexandria, Virginia Loudoun Hospital is located at Riverside Parkway, Leesburg, Virginia Each of Inova Fair Oaks Hospital, Inova Fairfax Hospital, Inova Mount Vernon Hospital and Inova Alexandria Hospital is owned and operated by Inova Health Care, which is controlled by Inova. Loudoun Hospital is owned and operated by Loudoun Hospital Center. Please take notice that the Authority will hold a public hearing at the offices of Inova, located at 8110 Gatehouse Road in the Atrium Conference Room on the First Floor of the West Tower, Falls Church, Virginia on March 24, 2016 at 8:00 a.m., at which time any person may be heard regarding the Plan of Financing. The public hearing is being held by the Authority as a joint undertaking by and on behalf of the following counties or jurisdictions in which Bond proceeds will be used: Fairfax County, Virginia; The City of Alexandria, Virginia; and Loudoun County, Virginia, pursuant to the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended. Any person wishing to comment in writing on the Plan of Financing should do so, within seven (7) days after the second date of publication of this notice, to Leigh Ann Arnold, Chairman, Industrial Development Authority of Fairfax County, Virginia, c/o Joseph LaHait, Government Center Parkway, Fairfax, Virginia All persons wishing to speak on this subject may call Joseph LaHait, Debt Coordinator, Fairfax County Department of Management and Budget, Government Center Parkway, Fairfax, Virginia , telephone number: (703) , to be placed on the Speaker s List. INDUSTRIAL DEVELOPMENT AUTHORITY OF FAIRFAX COUNTY, VIRGINIA March 10, 2016 March 17, 2016 By: Leigh Ann Arnold Chairman

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22 At a regular meeting of the Board of Supervisors of Fairfax County, Virginia, held in the Board Auditorium in the Fairfax County Government Center at Fairfax, Virginia, on Tuesday, April 5, 2016, at which meeting a quorum was present and voting, the following resolution was adopted: RESOLUTION OF THE BOARD OF SUPERVISORS OF FAIRFAX COUNTY, VIRGINIA, APPROVING, AMONG OTHER THINGS, A PLAN OF FINANCING AND THE ISSUANCE OF NOT EXCEEDING $305,000,000 AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT AUTHORITY OF FAIRFAX COUNTY, VIRGINIA, REVENUE BONDS (INOVA HEALTH SYSTEM PROJECT) SERIES 2016 TO BE ISSUED IN ONE OR MORE SERIES; AND DELEGATING CERTAIN POWERS TO THE COUNTY EXECUTIVE WHEREAS, Fairfax County, Virginia (the County ) is a political subdivision of the Commonwealth of Virginia exercising public and essential governmental functions pursuant to the Constitution and laws of the Commonwealth of Virginia; and WHEREAS, on October 28, 1974, the Board of Supervisors of Fairfax County, Virginia (the Board ) adopted by ordinance (the Ordinance ) an emergency amendment to the 1961 Code of the County of Fairfax, Virginia, as amended, providing a new Chapter 15F creating the Industrial Development Authority of Fairfax County, Virginia (the Authority ), and appointing the initial members thereof and said Ordinance having been duly readopted on December 9, 1974, as required by law; and WHEREAS, the Ordinance authorizes the Authority to exercise all the powers granted by the Industrial Development and Revenue Bond Act, being Chapter 49, Title 15.2, Code of Virginia of 1950, as amended (the Act ), including the power to issue revenue bonds of the Authority for the purpose of providing funds to pay the cost of certain projects required or useful for health care purposes; and WHEREAS, Inova Health Care Services ( Inova Health Care ) is a private, nonstock corporation duly incorporated and validly existing under and by virtue of the laws of the Commonwealth of Virginia, which operates Inova Fairfax Hospital, Inova Fair Oaks Hospital and Inova Mount Vernon Hospital located in Fairfax County, Virginia, and Inova Alexandria Hospital located in the City of Alexandria, Virginia; and WHEREAS, Loudoun Hospital Center ( Inova Loudoun Hospital ) is a private, nonstock corporation duly incorporated and validly existing under and by virtue of the laws of the Commonwealth of Virginia, which operates Inova Loudoun Hospital located in Loudoun County, Virginia; and WHEREAS, Inova Health System Foundation ( Inova ) is the controlling member of Inova Health Care and Inova Loudoun Hospital (collectively with Inova, the Inova Obligated Group ); and ATTACHMENT RSIND

23 WHEREAS, the Authority has previously issued its (i) Industrial Development Authority of Fairfax County, Virginia, Health Care Revenue Bonds (Inova Health Care System Project), Series 2009A, and (ii) Industrial Development Authority of Fairfax County, Virginia, Health Care Revenue Bonds (Inova Health System Project), Series 2012C (collectively the Prior Bonds ); and WHEREAS, the Authority has, by resolution adopted on March 24, 2016 (the Authority Resolution ), approved a plan of financing and refinancing (the Plan of Financing ) which will entail the issuance by the Authority from time to time of one or more series of its revenue bonds (the Bonds ) for the purpose of providing funds to undertake any or all of the following: (a) refund, convert or restructure all or any portion of the Prior Bonds; (b) fund a debt service reserve fund for the Bonds, if in the opinion of Inova at the time of the sale of the Bonds, a debt service reserve fund is warranted; and (c) pay certain expenses incurred in connection with the authorization, issuance and sale of the Bonds; the Bonds shall be issued in an aggregate principal amount not to exceed $305,000,000 for the refunding of the Prior Bonds; and WHEREAS, the Authority has delivered or caused to be delivered to the Board the following: (i) a reasonably detailed summary of the comments expressed at the public hearing held by the Authority in connection with the Plan of Financing, the issuance of the Bonds and the refunding of the Prior Bonds; (ii) a fiscal impact statement concerning the Bonds in the form specified in Section of the Act; and (iii) a copy of the Authority Resolution setting forth the recommendation of the Authority that the Board approve the Plan of Financing including the issuance of the Bonds; and WHEREAS, the Board has determined that it is necessary at this time to approve the Plan of Financing, including the issuance of the Bonds, in an aggregate principal amount set forth above to promote the improvement of the health and living conditions of the people of the County and the Commonwealth of Virginia, improve health care and otherwise aid in improving the prosperity and welfare of the County and the Commonwealth of Virginia and its inhabitants; NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Fairfax County, Virginia: Section 1. The Board hereby approves the Plan of Financing, including the issuance by the Authority of the Bonds in one or more series in an aggregate principal amount not exceeding Three Hundred Five Million Dollars ($305,000,000) as described herein for the purpose of providing funds to (a) undertake the refunding of all or any portion of the Prior Bonds; (b) fund a debt service reserve fund for the Bonds, if in the opinion of Inova at the time of the sale of the Bonds, a debt service reserve fund is warranted; and (c) pay certain expenses incurred in connection with the authorization, issuance and sale of the Bonds. Section 2. The Chairman of the Board of Supervisors and the County Executive or his designee are hereby authorized and directed, on behalf of the Board, to take any and all actions necessary, including the execution of any documents, to carry out the Plan of Financing and to consummate the issuance and sale of the Bonds in conformity with the provisions of this resolution RSIND

24 Section 3. The approval of the Plan of Financing and the issuance of the Bonds and the refunding of all or any portion of the Prior Bonds, as required by Section 147(f) of the Internal Revenue Code of 1986, as amended, and the Act, does not constitute an endorsement to any prospective purchaser of the Bonds of the creditworthiness of Inova, or any of its affiliates, and, as required by the Act, the Bonds shall provide that neither the Commonwealth of Virginia, the County nor the Authority shall be obligated to pay the principal of, the redemption premium, if any, or the interest on the Bonds or other costs incident thereto except from the revenues and funds pledged therefor and neither the faith or credit nor the taxing power of the Commonwealth of Virginia, the County or the Authority shall be pledged thereto. Section 4. The approval by the Board of the Plan of Financing, including the issuance by the Authority of the Bonds in one or more series, from time to time, and the refunding, conversion or restructuring of all or a portion of the Prior Bonds as provided herein, does not constitute the granting of approval for purposes of, or the waiver or rights, or rights of approval, with respect to any other regulatory functions of the County concerning any of the facilities financed or refinanced with the proceeds of the Bonds that lie within the County, including but not limited to permits, zoning, and availability fees. Section 5. This Resolution shall take effect immediately. A Copy Teste: Catherine Chianese Clerk to the Board of Supervisors RSIND