Present:   All the Justices

INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF ROANOKE
                                           OPINION BY
v.   Record No. 011446             JUSTICE LAWRENCE L. KOONTZ, JR.
                                          March 1, 2002
BOARD OF SUPERVISORS,
MONTGOMERY COUNTY

           FROM THE CIRCUIT COURT OF THE CITY OF ROANOKE
                    Richard C. Pattisall, Judge

      In this appeal, the dispositive issue is whether the trial

court erred in construing the term “finance” in Code § 15.2-4905

of the Industrial Development and Revenue Bond Act (the Act),

Code § 15.2-4900 through -4920, to include the “refinance” of

existing bonds issued under the Act.

                               BACKGROUND

      The pertinent facts are not in dispute and, for purposes of

our resolution of this appeal, may be briefly summarized in the

following fashion without a recitation of the technical aspects

of those facts.   The Industrial Development Authority of the

City of Roanoke (the IDA) was created on October 21, 1968.    In

1997, the IDA agreed to issue bonds to finance the construction

and equipping of a new hospital in Montgomery County (the

County) by Carilion Health System (Carilion).    As required by

Code § 15.2-4905, the IDA obtained the concurrence of the

County, which had its own industrial development authority,

prior to issuing the bonds.   As a condition of its concurrence,
the County entered into a private agreement with Carilion that

required Carilion’s hospital to pay the County a fee of .09375%

on the outstanding principal balance of the bonds as of July 15,

1998, and a like percentage on the outstanding balance in each

succeeding year that the bonds remained unpaid.

     On May 11, 2000, the IDA adopted a resolution to issue

bonds for the benefit of Carilion that would, in part, refinance

the 1997 bonds and also provide new funds for additional

construction and equipment at the hospital and elsewhere.

Because the revenue from these bonds would pay off the debt on

the 1997 bonds, the hospital’s payments to the County under the

1997 agreement would cease.

     Carilion and the County could not agree upon a fee to be

paid for the County’s concurrence to permit the 2000 bond issue.

Because of this impasse, the IDA decided to use funds from the

2000 bonds to permit Carilion to refinance only the debt on the

existing hospital in the County and not to finance any new

construction in the County.   The County nonetheless contended

that its concurrence was still required to permit the

refinancing of the 1997 bonds by the 2000 bonds.

     The IDA filed a motion for judgment in the Circuit Court of

the City of Roanoke seeking judicial determination of the

validity of the 2000 bonds.   The County was made a party and
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opposed the suit.    The County contended that the IDA was

required to obtain the County’s concurrence in the 2000 bond

issue and that the County had “expressly withheld its consent to

the [refinancing] of any previously-issued bonds.”      Accordingly,

the County contended that the 2000 bonds were not valid.

     The parties agreed that the meaning of the term “finance”

as used in the first sentence of the final paragraph of Code

§ 15.2-4905 was the dispositive issue before the trial court.

In a final order dated June 12, 2001, the trial court ruled that

this term “encompasses refinancing, sometimes referred to as

refundings, such as the proposed [2000 bonds] at issue in this

proceeding.” ∗   Accordingly, the trial court further ruled that

the concurrence of the County was required to validate the 2000

bonds and without that concurrence, the bonds were not valid in

regard to the refinancing of the outstanding indebtedness on

Carilion’s hospital in the County.       By order dated September 14,

2001, we awarded the IDA this appeal.

                             DISCUSSION

     In pertinent part, Code § 15.2-4905 provides:



     ∗
      For purposes of this appeal, we need not address any
technical distinction between “refinancing” and “refunding.”
But see 26 U.S.C. § 147(f)(2)(A) and (f)(2)(D)(2001)(public
approval needed for qualified private activity bonds; no public

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          If a locality has created an industrial
     development authority pursuant to this chapter or any
     other provision of law, no other such authority, not
     created by such locality, shall finance facilities,
     . . . within the boundaries of such locality, unless
     the governing body of such locality in which the
     facilities are located or are proposed to be located,
     concurs with the inducement resolution adopted by the
     authority, and shows such concurrence in a duly
     adopted resolution.

(Emphasis added).

     Both parties contend that the language of Code § 15.2-4905

is clear and unambiguous.   The County contends that the

generally accepted meaning of the term “finance” includes

refinancing and that the legislature intended for that term to

have that meaning in Code § 15.2-4905.   The IDA contends that

the plain language of Code § 15.2-4905 as a whole requires the

concurrence of a locality only when revenue bonds are used for

the initial financing of facilities and not when such bonds are

used for refinancing existing bonds.   We agree with the IDA.

     Well established principles guide our analysis of the issue

presented in this appeal.   When the language of a statute is

clear and unambiguous, we are bound by the plain meaning of that

language.   Vaughn, Inc. v. Beck, 262 Va. 673, 677, 554 S.E.2d

88, 90 (2001).   To determine whether there is any ambiguity in a




approval needed for the refunding of qualified private activity
bonds).
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statute, we read the statute in its entirety, rather than

isolating particular words or phrases.   Shelor Motor Co. v.

Miller, 261 Va. 473, 479, 544 S.E.2d 345, 348 (2001).     Moreover,

we read related statutes in pari materia in order to give, when

possible, consistent meaning to the language used by the General

Assembly.   Lucy v. County of Albemarle, 258 Va. 118, 129, 516

S.E.2d 480, 485 (1999).

     When the General Assembly uses two different terms in the

same act, those terms are presumed to have distinct and

different meanings.   Shelor, 261 at 480, 544 S.E.2d at 349.

When analyzing language in an act, we must assume that the

General Assembly chose with care the words it used, and we are

bound by those words when construing the act.   Additionally,

when the General Assembly includes specific language in one

section of an act, but omits that language from another section,

we presume that the exclusion of the language was intentional.

Halifax Corp. v. First Union National Bank, 262 Va. 91, 100, 546

S.E.2d 696, 702 (2001).

     In Code § 15.2-4901, the General Assembly identified the

specific purpose of “assisting in the acquisition . . . of

medical facilities,” as well as “assisting in the refinancing of

medical facilities,” and also used the phrase “financing, and

refinancing” to define different uses of bonds issued under the
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Act.   In Code § 15.2-4908, the General Assembly made specific

provisions for the issuance of “refunding bonds” to redeem

“[a]ny bonds of the authority at any time outstanding.”

       Applying the previously stated principles, it is clear that

the General Assembly intended the term “finance” as used in Code

§ 15.2-4905 to have a specific meaning that excludes the concept

embodied in the term “refinancing” as used elsewhere in the Act.

We hold that, as used in Code § 15.2-4905, the term “finance”

relates to the concept of acquisition only.    Thus, this term

does not apply to bonds used to refinance existing revenue bonds

issued under the Act.   Accordingly, the trial court erred in

ruling that the IDA was required to obtain the County’s

concurrence in the 2000 bond issue to refinance the 1997 bonds

and that in the absence of such concurrence the 2000 bonds were

not valid.

                             CONCLUSION

       For these reasons, we will reverse the trial court’s

judgment and enter final judgment for the IDA validating the

2000 bond issue.

                                        Reversed and final judgment.




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