Title 116 W. Va. C.S.R.

Hospital Finance Authority Hospital Finance Authority

Series 01 Establishment Of Fee Schedule And Cost Allocations Applicable To The Issuance Of Bonds By The Hospital Finance Authority

W. Va. Code R. § 116-1-1 General

1.1. Scope. -- This legislative rule establishes the fee schedule and the allocation of costs applicable to the issuance of bonds of the West Virginia Hospital Finance Authority.

1.2. Authority. -- W. Va. Code §16-29A-5(e).

1.3. Filing Date. -- May 7, 2007.

1.4. Effective Date. -- May 7, 2007.

W. Va. Code R. § 116-1-2 Establishment Of Fee Schedule For The Issuance Of Bonds Of West Virginia Hospital Finance Authority

2.1. Pursuant to the provisions of West Virginia Code §16-29A-5(e), the West Virginia Hospital Finance Authority establishes the following fee schedule for the issuance of the bonds of the Authority:

Fee Schedule For Single Projects (projects involving only one (1) hospital in only one (1) county):

Initial Fee $300.00 per million dollars issued $45,000.00 maximum fee Annual Fee Maximum of 1/20th of 1% of bonds outstanding For Financing Pools and Multi-County Projects (projects involving more than one (1) hospital or involving one (1) hospital in more than one (1) county:

Initial Fee $600.00 per million dollars issued for the first ten million dollars ($10,000,000) of an issue $375.00 per million dollars issued over the first ten million dollars of an issue $5,000.00 minimum fee Annual Fee Maximum of 1/20th of 1% of bonds outstanding For Refunding Bonds of the Authority:

Initial Fee $2,000.00 Annual Fee Maximum of 1/20th of 1% of bonds outstanding.

2.2. The initial fees will be applied in proportion to any fraction of a million dollars issued.

2.3. The annual fees may be waived or reduced by the Authority as provided for in Section 2.5 of this Rule.

2.4. The initial fees are payable at closing out of the proceeds of the bond issue.

2.5. The Authority may waive or reduce the annual fees if the Authority determines that the fees are not needed for the payment of the operating expenses of the Authority: Provided, That in no event shall the annual fee of an issue exceed the issues proportionate share of the projected operating expenses of the Authority for the year of assessment as the expenses are shown in the proposed budget adopted by the Authority for the year of assessment: Provided however, That in no event shall the annual fee established in this Section for an issue exceed 1/20th of 1% of the bonds outstanding for that issue.

2.6. The annual fees are payable annually on or about September 30 of each year, the date to be as determined by the Authority.

W. Va. Code R. § 116-1-3 Allocation Of Costs Applicable To Issuance Of Bonds Of West Virginia Hospital Finance Authority

3.1. The Authority may allocate any or all costs incurred by the Authority that can be directly attributed to a bond issue pending before the Authority to that bond issue and the allocated costs shall be paid at closing out of the proceeds of that bond issue. All allocated costs are in addition to the fees established in Section 2 of this Rule.

3.2. Without limiting in any manner the costs that may be allocated pursuant to Section 3.1 of this Rule, the Authority may allocate any or all legal and other professional fees incurred by the Authority that can be directly attributed to a bond issue to that bond issue and the legal and other professional fees allocated shall be paid at closing out of the proceeds of that bond issue. All costs allocated shall be in addition to the fees established in Section 2 of this Rule.

3.3. In the event that a bond issue is not consummated for any reason, whether by action of the Authority or otherwise, the Authority may allocate any or all costs incurred by the Authority that can be directly attributed to the bond issue, including any legal and other professional fees, to that bond issue and the costs allocated shall be paid by the hospital, corporation, association or other entity, if any, that proposed or requested the bond issue.

W. Va. Code R. § 116-1-4 Amendment Of Fee Schedule.

4.1. The Authority may amend, in accordance with law, the fee schedule by the affirmative vote of four (4) board members and any amendment shall be binding and applicable to all issues outstanding at the time of the action and to all subsequent issues: Provided, That in no event shall the annual fees established in this Rule exceed an issues proportionate share of the projected operating expenses of the Authority for the year of assessment as shown in the proposed budget adopted by the Authority for the year of assessment: Provided further, That in no event shall the annual fee established in this Rule for an issue exceed 1/20th of 1% of the bonds outstanding for the issue.

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Series 02 Establishment Of Procedures For Giving Notice To The Public And Media Of Meetings Of The WV Hospital Fiannce Authority

W. Va. Code R. § 116-2-1 General

1.1. Scope. -- This procedural rule establishes the procedures for giving notice to the public and media of meetings of the West Virginia Hospital Finance Authority.

1.2. Authority. -- W. Va. Code '16-29A-5 and '6-9A-3

1.3. Filing Date. -- December 2, 1988

1.4. Effective Date. -- January 3, 1989

1.5. Repeal of Former Rule. -- (Not applicable)

W. Va. Code R. § 116-2-2 Procedure For Giving Notice Of Regular Meetings Of The West Virginia Hospital Finance Authority

2.1. The Chairman of the West Virginia Hospital Finance Board (the "Board") shall cause to be filed in the Office of the Secretary of State for publication in the State Register a notice of each regular meeting of the Board. Each notice shall state the time, place, and purpose of the regular meeting of the Board and shall be filed in a manner to allow each notice to appear in the State register at least five (5) days prior to the date of the meeting.

2.2. In addition to the filing prescribed in 2.1, the Chairman may cause a copy of the notice described in 2.1 to be delivered to the Capitol News Service and the Chairman may also send copies of said notice to any and all agencies, associations and persons that might be interested in such regular meeting.

2.3. In the event that there is a change in the information contained in a notice described in 2.1, the Chairman shall cause a revised notice to be filed in the Office of the Secretary of State and copies of the revised notice to be delivered to the Capitol News Service and all other agencies, associations and persons that received the initial notice. The said revised notice shall contain all of the information, as revised, regarding the time, place and purpose of the regular meeting.

W. Va. Code R. § 116-2-3 Procedure For Giving Notice Of Special Meetings Of The West Virginia Hospital Finance Authority

3.1. As soon as practicable after a special meeting of the Board has been properly called, the Chairman of the Board shall cause to be filed in the Office of the Secretary of State for publication in the State Register a notice of each special meeting of the Board. Each notice shall state the time, place and purpose of such special meeting of the Board and shall be filed in a manner to allow each notice to appear in the State Register at least five (5) days prior to the date of the meeting.

3.2. In addition to the filing prescribed in 3.1, the Chairman may cause a copy of the notice described in 3.1 to be delivered to the Capitol News Service and the Chairman may also send copies of said notice to any and all agencies, associations and persons that might be interested in such special meeting.

3.3. In the event that there is a change in the information contained in a notice described in 3.1, the Chairman shall cause a revised notice to be filed in the Office of the Secretary of State and copies of the revised notice to be delivered to the Capitol News Service and all other agencies, associations and persons that received the initial notice. The said revised notice shall contain all of the information, as revised, regarding the time, place and purpose of the special meeting.

W. Va. Code R. § 116-2-4 Publication Of Notice Of Meeting At Which Bond Issue Will Be Finally Considered

4.1. In addition to the procedures set forth hereinabove, for all meetings at which a bond issue will be finally considered, whether said meeting be a regular or special meeting, the Chairman may, if time allows, cause a notice of said meeting to be published at least ten (10) days prior to such meeting as a Class I legal advertisement published in accordance with West Virginia Code '59-3-1, et seq. in a qualified newspaper having a general circulation in Kanawha County, West Virginia. The notice required herein shall set forth the time, place and the purpose or purposes of the meeting, including the final consideration of the bond issue or issues. The failure to publish such a notice shall in no manner invalidate any action taken at such meeting.

W. Va. Code R. § 116-2-5 Emergency Meetings

5.1. In the event of an emergency requiring immediate official action, the Chairman may cause to be filed in the Office of the Secretary of State an emergency meeting notice at any time prior to the meeting. The emergency meeting notice shall state the time, place and purpose of the meeting and the facts and circumstances of the emergency. No other notice shall be required to be given to the public or media of such emergency meeting, notwithstanding any other provision herein to the contrary.

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Series 03 Establishment Of Uniform Procedures And Guidelines For Hospital Financings By WV Hospital Finance Auth

W. Va. Code R. § 116-3-1 General

1.1. Scope. -- Matters addressed in these rules are as follows:

(a) Application requirements;

(b) Requirements for giving the Authority advance notice of (1) key planning and drafting meetings and calls and (2) other important action needed in the financing including action by the Authority Board;

(c) Requirements for providing the Authority drafts of financing agreements and other documents to be used in the financing; and (d) Requirements for providing the Authority and its advisors with additional information regarding the hospital, the financing and related matters.

1.2. Authority. -- W. Va. Code '16-29A-5(a) and '29A-3-3

1.3. Filing Date. -- December 2, 1988

1.4. Effective Date. -- January 3, 1989

1.5. Repeal of Former Rule. -- Not applicable

W. Va. Code R. § 116-3-2 Application Requirements

2.1. To apply for financing through the Authority, a hospital must provide the Authority the following items:

(a) A letter of intent that (1) briefly summarizes the proposed financing, (2) requests the Authority's assistance and (3) acknowledges that the Authority's fee schedule will apply to the Authority's evaluation of and other involvement in the financing.

(b) A written application, signed by a duly authorized officer of the hospital, that provides the following information:

(1) The legal name, street address and mailing address of the hospital making the application.

(2) The legal name, street address and mailing address of any other hospital or entity of which the applying hospital is a division or subsidiary or with it is legally affiliated.

(3) The names and addresses of:

(A) The hospital's independent auditor.

(B) The hospital's general counsel.

(D) The hospital's feasibility consultant (if new construction is to be financed).

(E) The hospital's financial advisor (if any).

(4) A description of the financing, including:

(A) Amount.

(B) Purpose(s).

(D) Plans (if any) for obtaining credit rating(s) for the bonds.

(E) A statement as to whether the bonds are to be "book entry" bonds, and, if not, an explanation of the reasons for using certificate bonds.

(F) If outstanding bonds or other obligations are to be refunded or refinanced, a summary of the key terms of such bonds or obligations.

(G) The proposed time schedule for financing.

(H) Estimated costs of issuance, including:

(i) Bond Counsel (ii) Hospital Counsel (iii) Rating Agency Fee(s)

(iv) Authority's Counsel (v) Authority's Fee (vi) Bond Trustee (vii) Bank's Counsel (viii) Accountants (ix) Tender Agent (x) Printing Bonds (xi) Printing POS/OS (xii) Underwriter's Counsel (xiii) Other (xiv) Any other material aspects of the proposed financing that the hospital believes the Authority should consider.

(5) Verification (preferably from U.S. Internal Revenue Service) of the hospital's tax status.

(6) A copy of the hospital's most recent interim financial statements.

(7) A brief summary of the key terms of outstanding loans and other obligations that are material, without limitation, the payment terms, security provisions and restructure covenants of a material nature should be described.

(8) A copy of each Certificate(s) of Need relating to any project(s) or item(s) to be financed.

(c) If the hospital is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, a completed questionnaire regarding Tax-Exempt Financings of 501(c)(3) Health Care Facilities in the form set forth in Appendix A hereto.

W. Va. Code R. § 116-3-3 Advance Notice Of Key Meetings And Actions

3.1. The hospital shall give the Authority at least ten (10) business days advance notice of all planning and drafting sessions for the financing and of all key actions required for the financing, including meetings and actions of the Board.

W. Va. Code R. § 116-3-4 Drafts Of Financing Documents

4.1. Throughout the financing the hospital shall provide the Authority (or cause it to be provided) copies of drafts of any and all material agreements and documents for the financing, in sufficient time to allow the Authority and its counsel at least five (5) business days to review such drafts before commenting or acting upon them.

W. Va. Code R. § 116-3-5 Additional And Updated Information

5.1. The hospital shall provide the Authority and its counsel and any other designated advisors with such additional information as shall be necessary or appropriate to evaluate or consummate the proposed financing, and shall promptly provide the Authority updated information whenever there has been a material change in previously furnished plans, information or documents.

FORM MAY BE OBTAINED FROM SECRETARY OF STATE'S OFFICE

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