AGENDA MEMORANDUM

Meeting Date: December 14, 2009

From: Fred A. Morrison, City Attorney

Subject: Leesburg Regional Medical Center Bond Refunding

Staff Recommendation:

Adopt the Resolution authorizing the City to act as conduit for the issuance of bonds on behalf of LRMC to refund their existing indebtedness.

Analysis:

In the past the City has acted as conduit for LRMC to issue various bonds which are repaid solely from revenues provided by the hospital and are not obligations of the City. To take advantage of current low interest rates the hospital wishes to issue new bonds for the purpose of refunding its existing indebtedness at a lower interest rate, saving the hospital money over the long term.

Ordinarily the current limitation on bonded indebtedness of $30,000,000.00 annually would apply to this bond issue as well as all other bonds issued by the City in a calendar year. However, in the stimulus bill, for 2009 and 2010 only, Congress authorized a separate $30,000,000.00 cap for nonprofit organizations like LRMC which presents a unique opportunity for the hospital to refinance its debt without impacting the ability of the City to issue other debt in the same calendar year. Therefore, the hospital proposes to refinance its debt in two components, a nontaxable issue of $30,000,000.00 taking advantage of the maximum nontaxable debt limit for 2009, and a separate taxable issue for the balance of its debt. It is anticipated that the hospital will request, in 2010, that the taxable issue be refinanced into a nontaxable issue to obtain a lower rate at that time on the taxable component of this issue, but no firm decision has been made yet in that regard.

These bonds will be repaid only from revenues provided by the hospital, and will not in any manner be an obligation of the City.

Options:

1. Adopt the proposed Resolution, or

2. Decline to adopt it which will mean the hospital retains its current bonded debt structure without modification.

Fiscal Impact: There is no fiscal impact to the City. LRMC will pay all costs of issuance, and the City is not obligated to repay the debt other than from revenues provided by the hospital.

Submission Date and Time: 12/10/09 5:15 PM____

Department: _____City Attorney __

Prepared by: Fred A. Morrison __

Attachments: Yes____ No ______

Advertised: ____Not Required ______

Dates: __________________________

Newspapers:

_________________________________

Revised 6/10/04

Reviewed by: Dept. Head ________

Finance Dept. __________________

Deputy C.M. ___________________

Submitted by:

City Manager ___________________

Account No. _________________

Project No. ___________________

WF No. ______________________

Budget ______________________

Available _____________________

RESOLUTION NO. ________

A RESOLUTION OF THE CITY OF LEESBURG, FLORIDA (THE "CITY"), AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $30,000,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF LEESBURG, FLORIDA, HOSPITAL REVENUE REFUNDING BONDS (THE VILLAGES REGIONAL HOSPITAL PROJECT), SERIES 2009A AND NOT TO EXCEED $7,500,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF LEESBURG, FLORIDA TAXABLE HOSPITAL REVENUE REFUNDING BONDS (THE VILLAGES REGIONAL HOSPITAL PROJECT), SERIES 2009B FOR THE PURPOSE OF FINANCING THE CURRENT REFUNDING OF THE OUTSTANDING CITY OF LEESBURG, FLORIDA HOSPITAL REVENUE REFUNDING BONDS (THE VILLAGES REGIONAL HOSPITAL PROJECT) SERIES 2008B; PROVIDING THAT SUCH BONDS SHALL NOT CONSTITUTE A GENERAL OBLIGATION OF THE CITY OR THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF BUT SHALL BE PAYABLE SOLELY FROM REVENUES HEREIN PROVIDED; AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF A FINANCING AGREEMENT BETWEEN THE CITY AND LEESBURG REGIONAL MEDICAL CENTER, INC. AND THE VILLAGES TRI-COUNTY MEDICAL CENTER, INC. (TOGETHER, THE "OBLIGATED GROUP") AND A TRUST INDENTURE BETWEEN THE CITY AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.; AUTHORIZING THE MAYOR OR MAYOR PRO TEM TO AWARD THE SALE OF SAID 2009A BONDS AND 2009B BONDS TO PNC BANK, NATIONAL ASSOCIATION IN A NEGOTIATED PRIVATE PLACEMENT; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TAX REGULATORY AGREEMENT AMONG THE CITY, THE OBLGIATED GROUP AND THE BOND TRUSTEE; PROVIDING CERTAIN FINDINGS WITH RESPECT TO THE FOREGOING; PROVIDING AN EFFECTIVE DATE FOR THIS RESOLUTION; AND PROVIDING CERTAIN OTHER DETAILS WITH RESPECT THERETO.

BE IT RESOLVED by the City Commission of the City of Leesburg, Florida, that:

AUTHORITY.

This Resolution is adopted pursuant to the Constitution of the State of Florida, Chapter 166, Florida Statutes, Part I of Chapter 163, Florida Statutes, Part II of Chapter 159, Florida Statutes, and other applicable provisions of law (collectively, the "Act").

DEFINITIONS.

All terms used herein in capitalized form, unless otherwise defined herein, shall have the same meaning as ascribed to them in the Master Trust Indenture, dated as of December 1, 2008, as amended and supplemented from time to time, including as particularly supplemented by the Second Supplemental Indenture (as defined herein) (the "Master Indenture") between Leesburg Regional Medical Center, Inc. and The Villages Tri-County Medical Center, Inc., as the current Members of the Obligated Group (together, the "Obligated Group") and The Bank of New York Mellon Trust Company, N.A., as Master Trustee (in such capacity, the "Master Trustee"), the Bond Indenture (as defined herein) or the Financing Agreement (as defined herein).

FINDINGS.

The City of Leesburg, Florida (the "City"), acting through its City Commission, has found and determined and does hereby declare that:

The City has previously issued its $40,000,000 City of Leesburg, Florida, Hospital Revenue Refunding Bonds (The Villages Regional Hospital Project), Series 2008B (the "Refunded Bonds"), all of which are currently outstanding, pursuant to an Indenture of Trust dated as of June 1, 1988, as supplemented and amended, including as specifically supplemented and amended by the Eleventh Supplemental Indenture of Trust dated as of December 1, 2008 and loaned the proceeds thereof to the Obligated Group under the Financing Agreement dated as of June 1, 1988, as supplemented and amended, including, as particularly supplemented and amended by the Eleventh Supplemental Financing Agreement dated as of December 1, 2008 (the "Prior Financing Agreement").

The Obligated Group is obligated to make debt service payments under the Prior Financing Agreement and the Master Indenture sufficient to pay debt service on the Refunded Bonds.

The Obligated Group desires to cause the Refunded Bonds to be refunded and has requested the City to issue its not to exceed $30,000,000 City of Leesburg, Florida Hospital Revenue Refunding Bonds (The Villages Regional Hospital Project"), Series 2009A (the "Series 2009A Bonds") and its not to exceed $7,500,000 City of Leesburg, Florida Taxable Hospital Revenue Refunding Bonds (The Villages Regional Hospital Project), Series 2009B (the "Series 2009B Bonds" and, together with the Series 2009A Bonds, the "2009 Refunding Bonds").

The City will issue the 2009 Refunding Bonds pursuant to a Trust Indenture dated as of December 1, 2009 (the "Bond Indenture") by and between the City and The Bank of New York Mellon Trust Company, N.A., as Trustee (in such capacity, the "Bond Trustee") and will loan the proceeds of the 2009 Refunding Bonds to the Obligated Group to currently refund the Refunded Bonds pursuant to a Financing Agreement dated December 1, 2009 (the "Financing Agreement") by and between the City and the Obligated Group.

The City is authorized under the Act and an Interlocal Agreement by and between the City and the Sumter County Industrial Development Authority (the "Authority") dated as of January 1, 2006, as supplemented by a First Supplemental Interlocal Agreement by and between the City and the Authority dated as of December 1, 2008 to issue the 2009 Refunding Bonds to finance the current refunding of the Refunded Bonds.

Adequate provision has been made in the Master Indenture, the Financing Agreement and the Bond Indenture for the refunding and redemption of the Refunded Bonds, and for the payment by the Obligated Group of amounts sufficient to pay the principal of and interest and, if any, premium on the 2009 Refunding Bonds and all costs and expenses relating thereto in the amounts and at the times required.

The 2009 Refunding Bonds will be privately placed with PNC Bank, National Association ("PNC") and will initially bear interest at Bank Loan Interest Rates as provided in the Bond Indenture.

The Obligated Group's obligation to make debt service payments sufficient to pay debt service on the 2009 Refunding Bonds will be evidenced and secured by the Financing Agreement and by Obligations issued by the Obligated Group under the Master Indenture, which Obligations will constitute Additional Indebtedness under the Master Indenture.

The Obligated Group is financially responsible based on the criteria established by the Act, and is fully capable and willing to fulfill its obligations under the Financing Agreement and Master Indenture and Obligations issued pursuant to the Master Indenture, including the obligation to make payments in installments, in the amounts and at the times required, sufficient to timely discharge the debt service on the 2009 Refunding Bonds and such other obligations and responsibilities as are imposed under the Financing Agreement and the Master Indenture, and Obligations issued pursuant to the Master Indenture. The payments to be made by the Obligated Group to the City and the other security provided by the Financing Agreement and the Master Indenture are adequate within the meaning of the Act for the security of the 2009 Refunding Bonds.

The City is not obligated to pay the 2009 Refunding Bonds except from the proceeds derived from the installment payments made by the Obligated Group pursuant to the Financing Agreement and payments received on Obligations issued by the Obligated Group under the Master Indenture, or from other amounts or collateral pledged therefor and neither the faith and credit nor the taxing power of the City or of the State of Florida or any political subdivision thereof is pledged to the payment of the principal of, the premium, if any, or the interest on the 2009 Refunding Bonds.

The Obligated Group will not discriminate among its patients due to race, religion or national origin.

The negotiated sale of the 2009 Refunding Bonds is necessary and is in the best interest of the City for the following reasons: the 2009 Refunding Bonds will be special and limited obligations of the City, the debt service of which and other costs and expenses related to the 2009 Refunding Bonds shall be payable out of moneys derived by the City from payments to be received under the Financing Agreement and payments received on Obligations issued by the Obligated Group under the Master Indenture; the Obligated Group will be required to pay all costs of the City in connection with the refunding of the Refunded Bonds which are not paid out of the proceeds of the 2009 Refunding Bonds or otherwise and to operate and maintain its hospital facilities at its own expense; the cost of issuance of the 2009 Refunding Bonds, which must be borne directly or indirectly by the Obligated Group, is likely to be greater and the time until issuance longer if the 2009 Refunding Bonds are sold at public sale by competitive bids than if the 2009 Refunding Bonds are sold at negotiated sale, and there is no basis, considering prevailing market conditions, for any expectation that the terms and conditions of a sale of the 2009 Refunding Bonds at public sale by competitive bids would be more favorable than at negotiated sale; hospital revenue bonds having the characteristics of the 2009 Refunding Bonds are typically sold at negotiated sale under prevailing market conditions; and the Obligated Group has undertaken substantial negotiations with PNC regarding the 2009 Refunding Bonds.

It is in the best interest of the City to authorize the acceptance of the expected offer of PNC to purchase the 2009 Refunding Bonds in a negotiated private placement. Prior to the sale of the 2009 Refunding Bonds, PNC will provide the City with disclosure statements containing the information required by Section 218.385(6), Florida Statutes and the truth-in-bonding statement required pursuant to Section 218.385, Florida Statutes.

Neither the Bond Trustee nor the holder of the 2009 Refunding Bonds shall have the right directly or indirectly to require the City to levy ad valorem taxes to pay the 2009 Refunding Bonds or to fund the operations of the hospital facilities of the Obligated Group.

The City desires to qualify the Series 2009A Bonds for the exception contained in Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") to the provisions contained in section 265(b) of the Code which deny financial institutions any deduction for interest expense allocable to tax-exempt obligations acquired after August 7, 1986, and to designate the Series 2009A Bonds for the purpose of qualifying for such exception.

The Obligated Group has represented to the City that no certificate of need from the Agency of Health Care Administration of the State of Florida is required in accordance with Sections 408.031-.045, Florida Statutes and Chapter 59C-1 of the Florida Administrative Code in connection with the issuance of the 2009 Refunding Bonds and the refunding of the Refunded Bonds.

AUTHORIZATION AND APPROVAL OF REFUNDING, private placement AND ISSUANCE OF 2009 refunding BondS.

The refunding and redemption of the Refunded Bonds contemplated herein and in the Bond Indenture and the Financing Agreement is hereby authorized and approved. The giving of conditional notice of redemption of the Refunded Bonds is hereby ratified and confirmed. Subject and pursuant to the provisions hereof and of the Bond Indenture, Master Indenture and the Financing Agreement, for the purpose of financing the current refunding of the Refunded Bonds, the issuance of the 2009 Refunding Bonds under the authority of the Act in an aggregate principal amount not to exceed $37,500,000 is hereby authorized. The negotiated private placement of the 2009 Refunding Bonds with PNC is hereby authorized.

The Series 2009A Bonds shall be designated "City of Leesburg, Florida Hospital Revenue Refunding Bonds (The Villages Regional Hospital Project), Series 2009A." The Series 2009B Bonds shall be designated "City of Leesburg, Florida Taxable Hospital Revenue Refunding Bonds (The Villages Regional Hospital Project), Series 2009B." The Mayor or Mayor Pro Tem is hereby authorized to change such designations as appropriate in the event the 2009 Refunding Bonds are not initially issued in calendar year 2009. The 2009 Refunding Bonds shall be subject to payment as provided in the Bond Indenture. Notwithstanding anything contained herein to the contrary, the 2009 Refunding Bonds shall not be issued until the conditions precedent to the issuance thereof under the Bond Indenture have been complied with and upon issuance, the 2009 Refunding Bonds shall constitute Related Bonds under the Master Indenture entitled to the security and benefits thereof.

The 2009 Refunding Bonds shall be dated the date of original issuance thereof, shall initially bear interest from the dated date thereof at Bank Loan Interest Rates determined in the manner provided in and payable at the times and in the manner provided in the Bond Indenture. The 2009 Refunding Bonds shall mature and be subject to optional and mandatory redemption, shall be issued in registered form without coupons, shall be in the denomination or denominations, shall be payable at the place or places and in the manner, shall be executed, authenticated and delivered, shall otherwise be in such form, and subject to such terms and conditions, all as provided in the Bond Indenture.

The 2009 Refunding Bonds and the premium, if any, and interest thereon shall not be deemed to constitute a general debt, liability or obligation of the City or a debt, liability or obligation of the State of Florida or any political subdivision thereof, or a pledge of the faith and credit or taxing power of the City, the State of Florida or any political subdivision thereof, but shall be payable solely from the revenues and other collateral provided and pledged therefor in the manner and to the extent provided in the Bond Indenture. The City shall not be obligated to pay the 2009 Refunding Bonds or any premium or interest thereon except from the revenues, collateral and proceeds pledged therefor as provided in the Bond Indenture. Neither the City, nor the State of Florida, nor any political subdivision thereof shall be directly, indirectly or contingently obligated to levy or pledge any form of taxation whatsoever for the payment of the 2009 Refunding Bonds or to make any appropriation for the payment thereof.

AUTHORIZATION AND APPROVAL OF FINANCING AGREEMENT.

The execution and delivery of the Financing Agreement between the City and the Obligated Group is hereby authorized and approved. The form of the Financing Agreement attached hereto as Exhibit "B" is hereby approved, subject to such changes, insertions and omissions and such filling of blanks as may be made in such form of Financing Agreement and approved by the Obligated Group and either of the officers of the City executing the same, such execution and delivery to be conclusive evidence of such approval. The Mayor or Mayor Pro Tem of the City and the City Clerk or Assistant City Clerk of the City or their duly authorized alternate officers are hereby authorized and empowered to execute and deliver the Financing Agreement in substantially the form attached hereto, subject to such changes, insertions and omissions and filling of blanks therein as authorized hereby.

APPROVAL AND AUTHORIZATION OF BOND INDENTURE; Appointment of Bond Trustee.

In order to provide for the issuance of the 2009 Refunding Bonds and the terms thereof, the execution and delivery of the Bond Indenture between the City and the Bond Trustee is hereby authorized. The form of the Bond Indenture attached hereto as Exhibit "A" is hereby approved, subject to such changes, insertions and omissions and such filling of blanks therein as may be made in such form of Bond Indenture and approved by the Bond Trustee and either of the officers of the City executing the same, such execution and delivery to be conclusive evidence of such approval. The Mayor or Mayor Pro Tem of the City and the City Clerk or Assistant City Clerk of the City or their duly authorized alternate officers are hereby authorized and empowered to execute and deliver the Bond Indenture in substantially the form attached hereto, subject to such changes, insertions and omissions and filling of blanks therein as authorized hereby.

ASSIGNMENT OF FINANCING AGREEMENT.

The City's interest in the Financing Agreement, other than certain reserved rights, shall be assigned by the City to the Bond Trustee under the terms of the Bond Indenture, Financing Agreement and Master Indenture.

The Bank of New York Mellon Trust Company, N.A. is hereby appointed as the initial Bond Trustee under the Bond Indenture.

APPROVAL AND AUTHORIZATION OF TAX REGULATORY AGREEMENT.

To provide for and preserve the exclusion from gross income for federal income tax purposes of interest on the Series 2009A Bonds, the execution and delivery of a Tax Regulatory Agreement among the City, the Obligated Group and the Bond Trustee in substantially the form attached hereto as Exhibit "C" is hereby authorized and approved. The form of the Tax Regulatory attached hereto as Exhibit "C" is hereby approved, subject to such changes, insertions and omissions and such filling of blanks therein as may be approved by the officers of the City executing the same, such execution to be conclusive evidence of such approval. The Mayor or Mayor Pro Term of the City and the City Clerk or the Assistant City Clerk of the City or their duly authorized alternate officers are hereby authorized and empowered to execute and deliver the Tax Regulatory Agreement in substantially the form attached hereto, subject to such changes, insertions and omissions and filling of blanks therein as either of such officers may approve, such execution and delivery to be conclusive evidence of such approval.

DESIGNATION OF QUALIFIED TAX-EXEMPT OBLIGATIONS

.

The City hereby designates the Series 2009A Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code. The Obligated Group has represented to the City that the Obligated Group and any of its affiliated corporate entities which incur "tax-exempt" debt do not reasonably expect during the calendar year 2009 to issue more than $30,000,000 of "tax-exempt" obligations, including the Series 2009A Bonds, exclusive of any private activity bonds as defined in Section 141(a) of the Code.

APPLICATION OF PROCEEDS.

The proceeds from the sale of the 2009 Refunding Bonds shall be disposed of in the manner provided in the Bond Indenture and as provided by a certificate of the City delivered at or prior to the delivery of the 2009 Refunding Bonds.

AUTHORIZATIONS.

The Mayor or the Mayor Pro Tem and the City Clerk or any Assistant City Clerk of the City are hereby authorized and directed to execute the 2009 Refunding Bonds as provided herein and in the Bond Indenture, and the Mayor or the Mayor Pro Tem of the City or the City Clerk or any Assistant City Clerk of the City is hereby authorized and directed upon the execution of the 2009 Refunding Bonds to deliver such Bonds in the amounts authorized to be issued hereunder or such lesser amount as requested by the Obligated Group, to the Bond Trustee for authentication and delivery to or upon the order of PNC, upon payment of the purchase price therefore and upon delivery by PNC of a purchaser's certificate as provided in the Bond Indenture.

The Mayor or the Mayor Pro Tem and the City Clerk or any Assistant City Clerk of the City and the City's Attorney, and such other officers and employees of the City as may be designated by the Mayor or the Mayor Pro Tem, are each designated as agents of the City in connection with the issuance and delivery of the 2009 Refunding Bonds and the redemption of the Refunded Bonds, and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents and contracts whether or not expressly contemplated hereby, and to execute and do all acts and things required by the provisions of this Resolution and by the provisions of the 2009 Refunding Bonds, the Tax Regulatory Agreement, the Bond Indenture and the Financing Agreement, as may be necessary for the full, punctual and complete performance of all the terms, covenants, provisions and agreements herein and therein contained, or as otherwise may be necessary or desirable to effectuate the purpose and intent of this Resolution. The Mayor or Mayor Pro Tem and the City Clerk or any Assistant City Clerk of the City are hereby designated as the primary officers of the City charged with the responsibility of issuing the 2009 Refunding Bonds.

REPEAL OF INCONSISTENT PROVISIONS.

All resolutions or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed.

INVALIDITY.

In case any one or more of the provisions of this Resolution, the Bond Indenture, the Financing Agreement, the 2009 Refunding Bonds or the Tax Regulatory Agreement shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Resolution, the Bond Indenture, the Financing Agreement, the 2009 Refunding Bonds and the Tax Regulatory Agreement and each such document shall be construed and enforced as if such illegal or invalid provision had not been contained herein or therein. The 2009 Refunding Bonds are issued and this Resolution is adopted and the Tax Regulatory Agreement, Bond Indenture and Financing Agreement shall be executed with the intent that the laws of the State of Florida shall govern their construction.

HEADINGS NOT PART OF RESOLUTION.

Any heading preceding the text of the several sections of this Resolution shall be solely for convenience of reference and shall not constitute a part of this Resolution, nor shall such headings affect the meaning, construction or effect of this Resolution.

EFFECTIVE DATE.

This Resolution shall become effective immediately upon its passage.

PASSED AND ADOPTED in public session of the City Commission of the City of Leesburg, Florida, this 14th day of December, 2009.

CITY OF LEESBURG, Florida

(SEAL)

By:

Mayor

ATTEST:

By:

City Clerk

APPROVED AS TO FORM

AND CORRECTNESS:

By:

City Attorney