138 [84 O p. Att’y

1 The Task Force was c onvened by Governor

Harry Hughes in August 1984 and chaire dby E

ugene M. Feinb latt, Esqu

ire. Amon

g its members were State legislators, agenc y of ficials,business e

xecutives , hospital a dministra tors and u nion repr esentat ives. HEALT H SER VIC ES CO ST RE VIE W COMMISS ION
H O SPITALS

) B ONDS

) M ARYLAND H OSPITAL B OND P ROG RA M A VAILABLE FOR B ONDS I SSUED B Y M ARYLAND I NDUSTRIAL D EVELOPMENT F INANCING A UTHORIT Y ON B EHALF OF C LOSING H OSPITAL

March 29, 1999

Mr. Don S. Hilli er, Chair man Health Servi ces Cost Revi ew Comm issi on

You have request ed our o pinion as to whether bonds i ssued on beha lf of a h ospital b y the M aryland In dustria l Develop ment Financing Authorit

y ( “MIDFA ”) may be paid and re financed under the Mary land H o sp italBond Program (“Bond Program”), Annotated Cod e o f Mar

y land, Art ic le 43C , § 16A

. For the rea sons given be low, we conclude t hat the Bond Program is avai lable for bonds i ssued by MIDFA on behal f o f a hosp it al, assumin g that other con ditions of the B ond P rogram are sati sfied.

I

The M aryland Hospital Bond Program
A. 1984 Task Force on Heal th CareCost Cont

ainment
The Maryland Hospi tal Bond Progr am traces its origi n to t he December 1984 report

of the Governor’ s Task Force onHealth C are Cost Containment (“Task Force”). 1 The Task Forc e w as fo rmed to address the rapid escalat ion of health care costs i n the early 1980's. The Task Force ide ntifi ed excess hos pitalcapacit y as a major fact orGen. 138] 139
in rising health care cost s in that exces s capaci ty “c reate s an arti fici al dem and t hat can lead to inapprop riate or unnec essary cos ts.” G over nor’s T ask F orce o n H ealth C are C ost C ontain men t, Final Report (Dece mber 1 4, 1984) p p. 36-37 . The Task Force ultima tely agreed upon 30 r ecommendations, two-thi rds of which req uire d leg islativ e ac tion by the Ge ner al A ssem bly.
To elimi nate exces s hospit al cap ac ity and the attendant long term costs, the Task Force suggeste d that voluntary consolidations, mergers, conversi ons, andclosi ngs be encouraged to reduce excess
ca pa cit y. Fina l Report , at pp. 36-48. To t hat end the Task Force made a num ber of rec om men dation s, includ ing tha t the H ealth Resources Planning Commission (“HRPC”) conduct aninst itutionspec ific study

and develop an i nsti tuti on-speci fic pl an for the State regardi ng excess hos pital cap acity. Id . at pp. 40-4 1. In ad dition, it recommended that the State create ince ntives for hospi tals to
con solid ate, c onv ert, o r clo se. Id ., pp. 41-42.
The Task Force rec ognized that cl osing a hospi tal would not be
a s imple matte r. A cr itical issue in ma ny circum stance s wo uld b e how the outs tanding l ong term inde btedness of the hospit al would be repaid . The Task Forc e Re port d escrib ed the prob lem:

Th e Ta sk Force has c oncluded that the financi al disruptions cau sed byclosur e of a hospit al should be mini mized byprotecting t he bonded indebtedness of the closi n g hos pital

. The Task Force finds that failure to meet ne t outstanding long ter m indebtedness
c ould have a seri ous adverse effect on subsequent

bo nd issues fina ncing he alth care facilit ies, and possibly t he Stat e of Maryland its elf. Obligati ons of the Mary land He alth and Higher Education Faci lities Author ity , the primary bonding sourc e for Maryl and hospitals, are a sp ecia l con cern . A prog ram to insure the timely payment of outst anding long term bonded indebt edness i s, t herefore,
nec essa ry.
Final Report , Recommendation 26, at pp. 44-4 5. In order to en sure th e timel y pay

ment of outst anding bonds of a c losed hospi tal, th e140 [84 O p. Att’y

2 The Task Force contemplated that this prog ram of spreading debt would apply only

to hospital closures that did not result frommergersor consolida tions. The Task

Force believe d that, in the case of a closure resultingfrom a merger or consolidation, the outstanding de bt of the closingfacility should be financ ed through the rates of the surviving facilities. Final Rep ort , at p. 45.

3 Although the primary

purpose of the Bond Pro gr am was to p reservefi na nc in g o pt io ns fo r h os pi ta ls , t he Ge ne ra l A ss em bl y als o expressed concern that the failure to p rovide f or pay ment of pu

blic indebted ness of hospitals might have an adverse effect on the

ability of the Stat e or lo cal su bdiv isio ns gene rally to o btain finan cing:

The Ge ne ra l A ss em bl y f

inds that the failure to provide f

or the pa

yme nt of publi c b ody obligations of a c los ed or delicensed hospital could have a se rious adverse ef

fect on t he ability of Maryland

health c are fa

cilities,and poten

tially the ability

of the Sta

te andlocal governme

nts, to securesubsequent

financing through the issuance of tax-exem

pt bonds. The purpose of this section is to preserve the access of Mary

land’s he alth car

e facili ties to ad e quatefinanci

ng by establish ing a pr ogram t o fac ilitatethe ref

inancing and pay ment of pu

bli c (continued...) Task Force recommended that the debt be spreadamong remaining ho spit als. 2 Id . at p. 45. The Task F orce included these recommendations in it s prescripti on for legi slat ive act ion.
B. 1985 Legi

sla tion The General Assembl y re sponded to t he various recommendations of

the Task Force in legi slat ion enact ed during its 1985 sessi on. See Chap ter 109, Law s of M aryland 1985. In particular, in res ponse to Recommendati on 26 of t he T ask Force, that legis la tion cr eated t

he Maryland HospitalBond Program cod ified in th e A nno tated Co de o f M arylan d, A rticle 43C , §16 A.
The stat ed purposes of

the Bond Program are t o minimize the fina ncial disrup tion ca used by the clo sure o f a ho spital and t o preser ve the ab ility of M aryland h ospitals to obtai n financi ng through the issuance of tax exempt bonds. 3 See Cha pter 109,Gen. 138] 141

3 (...continued) b ody obligations of a closed or delicensed hospital. Article 43C, §16A(b).

4 Under HG

§19-115(l) a hospi

tal may clo se wi thou t obt ainin g a certifi cateof need i f the HRPC f inds that t he propos ed closing is in the publicinterest

and cons istent with

the State health plan or

an institutionspecific plan developed by

the HRPC.

5 In practice the H

RPC has determined whether a hospital c losing is the result of a merger. Preambl e , Law s of M aryland 1985; A rticle 43C, §16 A(b). A cc or di ng ly, th e Bo nd Program permit s refi nancing of a cl osing hospital’s outst anding bond i n debtedness and payment of the debt and costs of

closur e through a f

ee assess ed on all Mary land hospitals. Implementation of the progr am require s coordination and consult ationamong the Secret ary of Health andMental Hygi ene, t he HRPC, the Health Servi ces Cost Revie w Com mission (“H SCR C”), and the M ary land Healt h and Higher Educati onal Faci lities Au thority (“M HH EF A” ), the prim ary State b ond issuing autho rity for hospitals.
The Bond Program provides for the payment and refinancing of a h ospital’s pub lic inde btedn ess if c ertain c ond itions are met:

1. The closur e o f t he ho spital is in accordance with Md. Ann. Code, HealthGeneral Ar ticle ( “H G” ), §1 9-1 15( 1), a pr oce ss admini st er ed b y th e HRPC; 4
2. There are outs tanding “ pu bli c body obligations” issued on be half of th e hosp ital;
3. The closu re o f the hospi tal i s not the res ult of a m erger o r con solidatio n w ith one or more other hospitals; 5 and
4. The plan for closu re and the re lat ed finan cin g plan are acceptabl e to the142 [84 O p. Att’y

6 Closure c osts may

include e

xpenses of

operati n g the h ospital, pay ments to employees and

consultants, legal fees, utilities, debt service and a variety

of other expenses. Article 43C, §16A(a)(1). Secretar y o f Health and MentalHygiene
an d MHHEFA

. Ar ticle 4 3C , §16 A( c)(1 )-(4)

. A closi ng hospit al that seeks the benefi ts of the Bond Program must provi de MHHE FA and the HSCRC w ith a wri tten s tate ment of anyou t standi ng public body obligations i ssued on behal f of the hosp ital. Article 43C , §16A (f). Th e H SC RC determ ines w hethe r to provide for payment of the cl osure cost s of the hospi tal. 6 Article 43C, § 16A (g). M HH EF A th en pr epare s a sch edule of p aymen ts nec essary to meet t

he public body obl igati ons of the hos pitaland , following consult ation wit h the is suerof

each publi c body obl igati on and the H SC RC , prepa res a p lan to finance, refinance, or otherwise pay those obligations. A rticle 43C, §16 A(h).
The stat ute authorizes MH HEFA to is sue new bonds or note s to finance t

he closi ng costs and the retirement of the eligible p ublic body obl igati ons . Ar ticle 4 3C , §16 A(i). These new debt instruments ar e paya

ble from fees assess ed by t he HSCR C or from oth er av ailab le so urc es. Id ., §16A(i)(2).
Afterthe pl an is deve loped , the H SC RC assess es a fe e on a ll hospit als t

hat it regulat es in an amount suffici ent to: 

### g Pay the pri ncipal an d in terest on any pub lic body obligations, or any bonds or note s issued by MH HEFA to finance or refinance t hose public body obligat ions; 

### g Pay the cost s of closu re and any

debt instrum ents issued b y M HHE FA to finance those costs. 

### g M aintain any reser ve requir ed in the resol ution, trustagreem ent, or o th er financing agre ement securi ng the publi c body obl igati ons, bonds, or notes;Gen. 138] 143 

### g Pay any r equired f inanci ng fees or ot

her si milar charges; and 

### g M aintain re ser ves deemed appropr iate by MHH EFA to ensure that t he amounts col lect ed are suffici ent in the e vent o f defaults by ot her hosp itals in p aying the fees
. Article 43C, §16A(j)( 1). The amount a ssesse d each hospit al is based
on the propor

tion of e ach hospit al’s totalgross pat ient r evenue to t he totalgross pat ient r evenue of all hos pi ta ls re gul at ed b y th e HSCRC. Id ., §16 A(j )( 2) . A s a resu lt, the am oun t assess ed in e ach c ase w ill differ depending upon the plan devel oped by M HH EF A, as we ll as the nature and the extent of the publ ic body

indebte dness involved.
The stat ute provi des that

the Bond Program does not reli eve a closedhospit al of i ts obl igat ions w ith r espect t o the pay ment of pub lic body obl igatio ns an d that M HH EF A is s ubro gated to rights of the bondholders against the hospi tal. The stat

ute al so confers on MH HEFA the ri ght to procee d against any guar antees or

collateral in orde r to pro tect the in terests o f bo ndh old ers . Ar ti cl e 43 C, §16A (k).

II
MIDFA Bonds
A. MIDFA
The Maryl and In dustria l Devel opment Fin ancin g A utho rity (“MIDFA”) was create d by t he General Assembly

in 1965 to reli eve unemployment

and encourage economi c development in Maryland. Chapter714, Laws of M ary land 1965; Article 83A, §5-902. MIDFA was establ ished as “a bodycorporat e and politic an d a pu blic instrument ality of t he S tate.” A rticle 83 A, § 5-90 4. M IDF A is funded through t

he State budge t as an agencyof the Department of Business and Economic Deve lo pment. I t is sues bonds t o provide financi ng support f

or busine sses that are located in Mary landor that
a re con side ring a m ove to th e St ate. M d. A nn. C ode , A rti cle 41 , §1 4-101 et seq. MIDFA also i nsures t he principal and i nteres t payme nts due under various f inanc in g arrangement s. Md. Ann. Code, Arti cle 83A, §5-914. The agency consists of nine members, including the S ecreta ry of B usine ss and Eco nom ic De velop men t,144 [84 O p. Att’y

7 You have not asked, and this opinion does not address, whether the closingof Liberty

MedicalCenter satisfies other criteria for application of the Bond Progra m. eithe r the Comptrol ler or the Treas urer by

designation of the Gov ernor, and seven othe r members appoint ed by the S ecreta ry with the app rov al of

the G ove rno r. Id ., §5- 905. The appoint ed mem bers
serv e at th e ple asu re o f the Go ver nor
. Id

. B. Liberty Medical Cent er Fina ncing
In 1989, MID FA iss ued bonds on behalf of Liberty Medical Center(“Lib erty”), a ho spital on the w est side of B altimo re City, in the aggregat e principal amount of $13. 6 mill ion. I n 1996, Libe rty m erged with a near

by hospi tal ope rated by Bon Secours Baltimor e He alth Corporati on (“Bon Secours”) . Approximat ely $11.8 mil lion of the bonds i ssued by MIDFA on b eh alf of Libe rty remain outst anding.

In November 1998 , Bon Se cour s notif ied the HR PC of its intention to clos e Libert y MedicalCenterand request ed appli cati on of the Bond Program. On February9, 1999, t he HRPC co nclud ed that closu re of L iberty wa s in the p ublic inter es t and approve d the closure pursu ant t o H G § 19-1 15(l). T he H RP C the n fo rmally notifi ed MHH EFA and HSC RC that Liberty 's c losi ng sati sfied t he first cond itio n for app lication of t he Bond Program. This has promptedyour

questi on as to whether the Liber

ty 's MIDFA bonds
are “public b o dy obl igati ons” that sati sfythe second c onditi on for app li catio n of

th e Bon d Pr ogr am. 7

III
An alys is
A. Public Body Obligat ion
As noted ab ove, the B ond P ro gram applie s to “publ ic body obligations” of

hospit als. Under the st atute , the term “publ ic body obligation” includes:

Any bond, note , evi dence of an indebtedness,
or other obl igati on of the p ay ment ofGen. 138] 145

8 A 1992 amendment of the statute excludes from thedefinitionof “public body obliga

tion”: [A]ny obligation, or portion of any such obligat ion, if: (a ) the principal of and interest on the obligat ion or such portion t

hereof is: (i) in sur ed by an e ffective municipal bond insurance policy ; and (ii) issued on b e half of a hospital that voluntar ily closed in accord ance wi th§19-115(1) of the He alth Gene

ral Artic le; (b) the proceeds of the obligation or such portionthereof were used for the purpo se of financingor refinancing a fac ility or part thereof whichis used primarily to provi de o utpatient services at a location other than the hospital; or (c) the proceeds of the ob ligati on or such portionthereof were used to finance or

refinance a facility or pa

rt thereof which is primarily used by phy sic ians who are not employees of the ho spital for the p

urpose of providing

service s to non-hosp ital patie

nts. Article 43C, §16A(a)(2)(ii). SeeChapter 600, Laws of Mary land 1992. At one time MIDFA provided bond insuranc e and the State and Baltimore City also prov ided cer tain guara ntees tosupport a letter of credit issued by a bank in connec tion with the MIDFA bonds. However, upon the consolidationof Li

berty and Bon Secours in 1996, the MIDFA insurance and guarantees were r

e placed wi th a guarantee by Bon Secours itself. Because there is no longer any bond ins urance related t o Liberty’s MIDFA bonds, we do not

consider the question whether MIDFA insuran

ce aff ects eligibility f

or the B ond Prog

ram. borrowed mon ey issued by [M HH EFA ] or any pub lic body as define d in Arti cle 31, §9 of the Code , th e May orandCit y Co un cil of Ba ltimo re, o r an y mu nicip al co rpo ratio n ....
Article 43C , §16A (a)(2 )(i) ( emphasis added) . Bonds that are ins ured by a municipalbond insurance poli cy or that were used to fi na nc e facil iti es sep arate from the hospi tal i tsel f are not eligible for t

he BondPro gr am. 8146 [84 O p. Att’y Thus, in defi ning eli gi bl e debt, the statute identifies tw o issuers by name
) MH HEFA and Balt im or e C ity

)and two more general categor ies of issuers

) municipalcorporat ions and “publ ic bodies” definedin A rticle 31 , §9. Sin ce M IDF A is n otid ent if ie d by name and is not a mu nicipal corpora tion, whethe r the Bo nd P rogra m is avail ab le inco nne ct io n wi thLi be rt y ’s cl os ur e d ep en ds upo n wh ethe r MIDFA is a “pu blic bo dy” und er the d efinition set for th in A rticle 31, §9. That

secti on defines “ public body” to mean: Any c oun ty, public c orporati on or other po li tica l subdivi sion of t his State or any instrum entality or ag en cy o f a ny c ou nt y, pub lic corp orati on or othe r polit ica l subdivi sion of

the Stat e, except

that said term shall not b e con strued to in c lude the Mayor and City Council of

Balti more, any

municipal corporat ion subj ect to th e pro vision s of A rticle XI-E of th e M arylan d C ons titutio n, o r any housing authority form e d pursuant to the provisi ons of Arti cle 44A of the Code.
Article 31, §9(a) (em phasis add ed.) S inc e M IDF A is n ot a co unty or political subdivi sion, it i s a “publi c body” for purposes of t

he Bo nd Program only

if it is a “publ ic corpor ation” for purpose s of Ar ticle 3 1, §9

. B. Public Corporat

ion Under Articl

e 31, §9 Wh ile the st atute does not define or list “pu blic cor por ation s,” the Court of Appea ls has described such an entit y as foll ows:
The essent ial di fference between a public and
a private corp oratio n has long been r ecognized
a t com mon law. A public cor porati on is an instrum entality of the stat e, founded and owned by the state in the pub lic interes t, supporte d by public f

unds, and gover

ned by
mana gers derivi ng their authori ty

from the stat e.
Levin v. Sinai Hospital of Baltimore , 186 Md. 174, 178, 46 A.2d 298 (1946). See also An dy’ s Ice Cr eam , Inc . v . Cit y of Salisbury , 125 Md. Ap p. 125 , 143 ( 199 9). M IDF A falls squ arely with in t hisGen. 138] 147
description, given that it is as a “body cor

porate and politic and a pub lic instrumental ity

of the State, ” t hat it is sup ported by pub lic funds, and that M ID F A members serve at t he pleasur e of the Gov ernor. How ever, the cont ext of the term “ pub lic corp oration ” in Ar ticle 3 1, §9 raise s tw o qu estio ns th at req uire fur ther ana lysis.
1. Relat ion t o Poli tic al Subdivis ions First, the ph rase “c oun ty, public corporation o r other political subdivi sion of this State” in the d efinition of “p ublic b ody” in Article 31, §9 might be const rued t o m ean th at only pu blic corporat ions that are also “political subdivi sions of t his State”

) e.g. , municipalcorporations

)are w ithin the s cop e of §9. Assuming that MIDFA is not

a “poli tica l subdi visi on of this State” it wo uld not be covered. How ever, this inter pretation would render

the term “ pub lic corp orati on” in §9 mea ning less. Se ction 9 alread y explicitly include s coun ties and “othe r politica l subd ivision s” an d exp licitly excludes Balti more City and municipalcorporat ions

. Bec ause all political subdivi sions of t he State a re alr eady covered , the term “pub lic corporat ion” would not hav e any a ddi tion al m ean ing . A cardina l ru le of st atutor y cons truction is to give a ll t erms meaning and not to re nde r an y lang uag e of a sta tute s upe rflu ous
. Jung v. Southland

Corp. , 351 Md. 165, 177, 71 7 A .2d 387 (1 998). Mo reover, the defi niti on of “pub li c body” was or iginal ly include d sixty year s ago in a par

t of Arti cle 31 that ap plied to pub lic securi ties gene rally and appears t o have been an at temp t to enc om pass v irtually all issuer s of

pub lic se cur ities. See Chapter630, Laws of Maryl and 1939. A cc or di ng ly, in ou r opin ion, the term “ pub lic corp oration ” in Article 31, §9, i s not re stri cted to enti ties that are als o political sub div ision s of

the S tate.
2. Applicati on to State Enti ties Second, a 1985 revis ion of Arti cl e 31 t hat res tri cted appl icat ion of that arti cle t o local government ent iti es might be c ons trued t o exclude MIDFA fr om the d efinition of “p ublic body” in §9 . In particular, that l egisl ation a dded the cur rent§1 o f A rticle 31, which stat es that, w ith an e xcep tion no t pertine nt to t his op inion, “ this Article do es no t ap pl y to the St ate or to any of its u nits or its instr um enta lities.” Chapter 11, §4, Laws of Maryland 1985. One mightcons true tha t section to exc lude M IDF A, an “instru men tality of the Stat e,” fr om the de fin itio n o f “ pu bl ic b od y” in §9. Under t hat constr uction, the c ross- referenc e to Arti cle 31, §9 in the de finition148 [84 O p. Att’y
of “ pub li c b ody

obl ig at io ns ” i n the Bon d Pr ogr am s tatute wo ul d incorp orate onl y loca l go ver nm ent is sue rs, and MIDF A b ond s wo uld not qualif

y as “public body obl igati ons” elig ible f or the Bond Pro gra m.
De spite its superfi cial logic, such a conc lu sion would be at odds with the l egisl ative hist oryand purpose of th e Bon d Pr ogr am. When a me chan ically logica l int erpret ationof a phrase r esult s in an illogical re sult:

We ma y andoften must c onsider other “exter nal manifest ation” or “pers uasive evid enc e,” including a bill’s title and functi on paragraphs, ame ndm ents tha t occu rred as it passedthrough t

he Legislature , its relations hip to earli er and subsequent legis lati on, and other materi al that f

ai rly bears on t

he fundamental issue of legi slat ive purpos e or goal, which becomes th e c ont ex t wi th inwhi ch we read the par ticul ar lan gua ge b efo re u s ....
Kaczorowski v. City of Baltimore , 309 Md. 505, 515, 525 A. 2d 628, 632-33 (1978). See also Catons vill e Nursing v. Loveman , 349 Md. 560, 570 , 709 A .2d 749 (1 998).
When the legislation establishing B ond P rogram was d ra ft ed in early 1985, Arti cle 31 gover

ned the publ ic securiti es of both State and loca l enti ties. At that time, t he cross- referenc e to the defini tion of “public body” in §9 encompass ed a w ide range of bond-is suing pub lic agenc ies , inc luding St ate ent iti es such as MIDFA. The amendment of Articl e 31 during t he same legi slat ive session to add the limi ting l anguage of §1 wa s a product of the code r evisi on process that c reate d the new Stat e Finance and Procurement Article (“SFP ”). Essenti ally , the porti ons of Arti cle 31 that rel atedto State finan ce and debt ins truments were consoli dated i n the new art icle

. See Ch apter 1 1, §4, L aw s of M aryland 1 985 . The new §1 o f A rticle 31 apparent ly

was design e d to clarify that ge neral pr ovisi ons concerni ng the pu blic debt o f the S tate and its instrumen talities were being cons ol idate d in the ne w SFP A rti cle and t hat Arti cle 31 henc eforth wou ld govern debt issued by l ocal government units. SeeGen. 138] 149

9 For examp le, the Re

visor’s Note follow

ing SFP §8 -221 stat

es: Most of the se ctions of

this subtitle repeat the substance of provisions of present Ar t. 31 that, beforeenactme

nt of this su

btitle, ap plied to political subdivisions and their units and instr umentalit ies, as well as to units and instrumentalities of the State. I n light of this subtitle, provisions of Art. 31 have been amended to delete the refe

rences to the State

and its uni

ts and instrumentalities. Those pro visions o f present Art. 31 ultimately w

il l b e revised in a local government Article.
The Revisor’ s Notes toboth §§1 and 9 of Article 31 similarly re veal that the Legislature

intended to delete refer ences to the State and itsunits and its instrumentalities fromArticle 31 and insert them, instead, in the new Article. id. , Revisor’s Notes. 9 Absent an “unmist akable” i ntenti on to modify the law, changes made in code revi sion ar e presumed to be for pur poses of c larity ra ther than sub stan tive c han ge. Blevins v. Baltimore Co unty , 352 Md. 620, 724 A.2d 22 (1999). Nothing in t he Reviso r’s Notes or the legi slat ive his tory of that billsuggests that, as part of c reating the S FP A rticle, the G enera l Ass emb lyintend ed to limit t he availabili ty of t

he Bond P rogram for M IDFA bonds.
Nor is there any

reason t o belie ve that

the Legis latur e inte nded to exclude o th erwis e el ig ib le MIDFA bo nds fr om the Bo nd Progr am. The stat ed purpose of t he Bond P rogram was to pr ovide for t he payment of the bond i ndebtedness of clos ed hospi tals in ord er to preser ve ac cess to the financial markets for s urviving insti tutions. Ar t icle 43C , §16 A( b); C hap ter 1 09, Prea mb le , Laws of Maryl and 1985. While the Ge neral A ssem bly explic itlycontemplat ed that the program would involve bonds issued by MHHEFA, the S tate en tity most likely t o issue bon ds on beha lf of a hosp ital, it did no t limit the pro gra m to deb t instr um ents issu ed b y MH HE FA

. The legis lative hist oryof the progr am demonstrat es that it was target ed at the p ublic in debte dnes s of h ospitals with out sp ecific referenc e to the i dentit y of t he public issuer . The Tas k Force expresse d concern about the ramifications o f a “failure to meet net outst anding long ter

m indebtednes s” of

closi ng hospit als. Although150 [84 O p. Att’y

10 This situationis analogous to the General Assembly ’s inadvertent repeal , dur ing code revision, of a provision authorizing a certain “ba d check fee.” We concluded that the repeal should not be g iven effect. See 82 Opinions of

the Attorney General

165 (1997). it refe rred t o MH HEFA as the primary bond issui ng source for hosp it als, its description of t he problem and i ts pre scri ption of a sol ution refe rred to p ubl ic bo nds gen erall y. See Final Report , Recommendation 2 6, atpp. 44-45. A legi slat ive st aff summaryof the b ill s esta

blis hing the Bond Progr am indicat ed that it was intende d to im plem ent R eco mm end ation 26 o f the Ta sk F orc e. See Research Ana lysis House B ill 1551, prepared for Hou se E nvironmenta l Matters Committ ee at p. 1 (1985). When the b ill s were consider ed in the Legislature, the Secre tary of Health and Mental Hygiene testified in su pport of the bi ll. As a member of the Task Force and a re present ative of the admini stration t hat had proposedth e Bon d Pr ogr am, she explained its purpose: “The intent of this is t o protect

the pub lic cred it of the State a nd its hospit als by providing re financi ng of any outstan ding pub lic bod y oblig ation hel d by a closed or

delic ensed hospit al. ” Testi mony of Adele Wilz ack on SB 655 be fore Senate Finance Committee at p.2 (Febr

uary 21, 1985) (em phas is added). It is apparent that neit her the proponents o f th e program nor the L egislature itself made fine dis tinctions among differen t po tenti al S tate is sue rs of suc h bo nds

. 3. Summ ary A review of the legi slat ive hist oryof the Bond Program and of Article 31 suggests the fol lowing concl usion: Bycross- referenc ing the the n br oad defini tion of “ public body” in Arti cle 31, the Legislatur e appar ently

intende d in 1985 that

the Bond Program be gener ally avail able for public securit ies issued on behalf of hospitals. We think it unli kely

that t he General Assembly , by the coi ncident creat ion of the SFP Article and the enactment of §1 of Articl e 31 as part of code revisio n, inten ded to limit ind irectly the Bond Program that it cr eated dur ing the s ame sessi on. Given that the State e ntity prima rilyrespon sibl e f

or iss uing bonds on behal f of hospit als was explic itlyin cl ude d i n the Bo nd Progr am s t atute , it is per haps unsurpri sing that t

he Legi slatur e apparent ly fail ed to dis cern that creat ion of the SFP Article arguably could affect

the appl icat ion of the Bond Program to hospi tal bonds issued by a St ate ag en cy. 10 In our opin ion, the Leg islatu re did not have such an intention, andGen. 138] 151

M IDFA should be cons idered a “public body” for

purposes of th e BondPro gr am.
IV
Conclusion
I n s ummary, it i s our opini on that t he provis ions of t

he Maryland

HospitalBond Program are avai lable for bonds iss ued by MIDFA on b ehalf

of a h ospital. Assuming that all the other c riteria necessary t o implement t he Bond Program have been met, such bon ds a re su bjec t to th e pr oce ss se t for th in that s tatut e. J. Joseph C urran, Jr. AttorneyGeneral Stanley Lustman Assist antA ttor ney G eneral
Ro bert N . Mc Do nald Chief Counsel Opinions and Advic e