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HomeMy WebLinkAboutAgenda Packet - Meeting Date: 4/1/2010 RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF GLENDALE, ARIZONA, AUTHORIZING AND APPROVING (A) THE ISSUANCE OF REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $160,000,000 WITH RESPECT TO THE FINANCING AND REFINANCING OF PROJECTS OF MIDWESTERN UNIVERSITY AND (B) THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS WHEREAS, The Industrial Development Authority of the City of Glendale, Arizona (the "Authority"), is a corporation organized and existing under the laws of the State of Arizona, is designated as a political subdivision of the State of Arizona and is authorized and empowered by the provisions of Title 35, Chapter 5,of the Arizona Revised Statutes,as amended (the "Act"),to issue revenue bonds for the purpose of assisting in financing or refinancing the costs of the acquisition, construction, improving and equipping of one or more "projects" as defined in the Act; and WHEREAS, Midwestern University (the "University") is an Illinois not-for-profit corporation organized primarily to provide undergraduate and graduate education in health sciences, including osteopathic medicine, dentistry, optometry, pharmacy, physician assistant studies, physical therapy,occupational therapy and other health science programs; and WHEREAS,the Authority has heretofore issued its The Industrial Development Authority of the City of Glendale, Arizona Commercial Paper Revenue Notes (Midwestern University Financing Program) (the "CP Notes"), in the original aggregate principal amount of$68,800,000, all of which are outstanding on the date hereof, the proceeds of which were used, together with certain other fiords, to finance, refinance or reimburse the University for the costs of the acquisition, construction, improvement and equipping of certain educational facilities of the University on its Downers Grove, Illinois and Glendale,Arizona campuses; and WHEREAS, the CP Notes were issued under and secured by the Trust Indenture dated as of October 1, 2006 between the Authority and The Bank of New York Mellon Trust Company, N.A., as successor trustee; and WHEREAS, the proceeds of the CP Notes were loaned by the Authority to the University for the foregoing purposes pursuant to the Loan Agreement dated as of October 1, 2006, between the Authority and the University; and WHEREAS, the University desires to (i)pay all of the principal of and interest due on the outstanding CP Notes, (ii) finance, refinance or reimburse the University for the costs of the acquisition, construction, improvement and equipping of certain educational facilities of the University on its Glendale, Arizona campus, all as more fully described in Part I to Exhibit A hereto (the "Glendale Projects"), (iii)finance, refinance or reimburse the University for the costs of the acquisition, construction, improvement and equipping of certain educational facilities of the University on its Downers Grove, Illinois campus, all as more fully described in Part II to cieanbondres.doc 1118314 Exhibit A hereto (the "Downers Grove Projects"), (iv) establish a debt service reserve fund for the benefit of the Bonds (as hereinafter defined) and (v)pay all necessary legal, financial and related costs of issuance included in an offering of the Bonds by the Authority in conjunction with the purposes stated above(collectively, the "Projects"); and WHEREAS, pursuant to and in accordance with the provisions of the Act, the Authority is prepared to issue and sell its Revenue Bonds, Midwestern University, Series 2010(the "Bonds"), in an aggregate principal amount not to exceed One Hundred Sixty Million Dollars ($160,000,000), as part of a plan to assist the University with the financing and refinancing of the Projects through one or more loans to the University;and WHEREAS, the Authority is authorized to finance and refinance the costs of "projects" located outside the State of Arizona provided that the Board of Directors of the Authority (this "Board") has determined that the exercise of such powers will provide a benefit within the State of Arizona; and WHEREAS, this Board believes that the University is a provider of a broad range of medical, dental and health science education, training and community services that benefit the residents of the City of Glendale and the State of Arizona, and that it is desirable to assist the University in obtaining overall beneficial and cost effective financing and refinancing of its "projects"; and WHEREAS, the proceeds of the Bonds will be used, together with certain other funds, to finance and refinance certain of the costs of the acquisition, improvement, construction, renovation and equipping of certain educational facilities owned by the University comprising "projects"as defined in the Act; and WHEREAS, the educational facilities being financed and refinanced with the proceeds of the Bonds are owned or operated by the University and are located on land owned by the University at (a) the University's Glendale, Arizona Campus (the "Glendale Campus") and (b) the University's Downers Grove, Illinois Campus (the "Downers Grove Campus"); and WHEREAS, the University has informed the Authority that financing and refinancing the portion of the Projects related to the Downers Grove Campus will provide a benefit within the State of Arizona because it allows such portion of the Projects to be financed and refinanced concurrently with the financing and refinancing of the portion of the Projects related to the Glendale Campus in a single transaction through the Authority, rather than one through the Authority and a second through an Illinois issuer, as well as providing certain interest rate and cost of issuance savings to the University; and WHEREAS, based upon the foregoing, this Board accordingly finds and determines that the financing and refinancing of the portion of the Projects relating to the Downers Grove Campus will provide a benefit within the State of Arizona; and WHEREAS, there have been prepared and presented to the Authority proposed forms of the following documents: -2- (a) a Loan Agreement to be dated as of May 1, 2010, between the University and the Authority; (b) a Bond Trust Indenture to be dated as of May 1, 2010 (the "Bond Indenture"), between the Authority and The Bank of New York Mellon Trust Company, N.A.,as bond trustee (the "Bond Trustee"); and (c) a Thirteenth Supplemental Master Trust Indenture to be dated as of May 1, 2010, supplementing the Master Trust Indenture dated as of July 1, 1996, as heretofore supplemented and amended, between the University and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "Master Trustee"), providing for the issuance of the Direct Note Obligation, Series 2010 (the "Series 2010 Obligation"), of the University in a principal amount equal to the aggregate principal amount of the Bonds; and WHEREAS, there has also been presented to the Authority a proposed form of a Bond Purchase Agreement (the "Bond Purchase Agreement"), among the Authority, the University and RBC Capital Markets Corporation,as underwriter(the "Underwriter"); and WHEREAS, there has also been presented to the Authority a proposed form of Preliminary Official Statement with respect to the Bonds (the "Preliminary Official Statement") which, with any necessary or appropriate changes, will be the form of the final Official Statement with respect to the Bonds(the "Official Statement"); and WHEREAS, it will also be necessary for the Authority to enter into a Tax Exemption Certificate and Agreement, to be dated as of the date of issuance of the Bonds, among the Authority, the Bond Trustee and the University, setting forth certain federal income tax restrictions with respect to the Bonds, which agreement will be in such form as approved by counsel to the Authority; and WHEREAS, it appears to this Board that the execution and delivery of the above- referenced documents by the respective parties named therein to the extent called for thereby,the issuance and sale of the Bonds by the Authority as contemplated by such documents and the effect thereof will be in furtherance of the purposes of the Authority; and WHEREAS, it appears that each of the above-referenced documents that is now before this meeting is in appropriate form, and that each of the above-referenced documents is an appropriate instrument to be executed and delivered by the respective parties named therein for the purposes intended; NOW,THEREFORE, BE IT AND IT IS HEREBY RESOLVED BY THE BOARD OF DIRECTORS OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF GLENDALE, ARIZONA, AS FOLLOWS: -3- 1. For the purpose of providing moneys to be made available in the manner and for the purposes described in the documents presented to the Authority, the Authority hereby approves the creation and issuance of the Bonds to be sold and issued as hereinafter provided. 2. The Bonds shall be issued in an aggregate principal amount of not to exceed $160,000,000 and shall bear interest, be dated, be issued in such form and denominations, be payable as to interest and principal on such dales, be executed in such manner and have such other provisions, including without limitation provisions with respect to redemption prior to maturity, as are set forth in the forms of the Bond Indenture and the Bond Purchase Agreement now before this meeting, with such additions, deletions and modifications consistent with this Resolution as shall be approved by the officers of the Authority executing the Bond Indenture, their execution and delivery thereof to constitute conclusive evidence of their approval and of this Board's approval of such additions, deletions or modifications;provided, however, that the Bonds shall (a) bear interest at a weighted average interest rate not in excess of 7% per annum, (b) mature or be subject to mandatory redemption over a period not exceeding 35 years from date of issuance and (c) be sold to the Underwriter for a purchase price not less than 98% of the aggregate principal amount thereof(without regard to any original issue discount). The President is hereby authorized to execute such Bonds and to cause the same to be delivered as provided in the Bond Indenture and the Bond Purchase Agreement as the same are executed and delivered, and the Secretary is hereby authorized to attest to the signature of the President on the Bonds. 3. The approval by the Council of the City of Glendale, Arizona, of the issuance of the Bonds in an aggregate principal amount not exceeding the amount specified in paragraph 2 above shall be a condition precedent to such issuance. 4. The President and Secretary are each hereby authorized and directed to approve, execute and deliver or, in the case of those documents to which the Authority is not a party, to approve, the forms of the documents and agreements referred to above calling for such approval, execution or delivery. Such documents the proposed forms of which are now before this meeting shall be substantially in such respective proposed forms, and such other documents shall be in such respective forms as are approved by counsel to the Authority, in each case with such additions, deletions and modifications as shall be approved by those officers executing and delivering the same on behalf of the Authority, or approving on behalf of the Authority the forms thereof as executed by the parties thereto, and such execution and delivery of those documents to be executed on behalf of the Authority shall constitute conclusive evidence of their approval and of this Board's approval of the final respective forms of such documents. 5. In the event of the absence, unavailability or inability to act of the President or the Secretary, any vice president or any assistant secretary, respectively, is each authorized and empowered to take all actions, and to execute all documents and instruments and to deliver the same, as are herein authorized to be taken or executed and delivered by the President or the Secretary, as the case may be. 6. The Bank of New York Mellon Trust Company, N.A., is approved and appointed as Bond Trustee under the Bond Indenture, and as registrar and as an initial paying agent with respect to the Bonds. The Bond Trustee is authorized and requested to execute and -4- deliver the documents referred to above calling for execution and delivery thereof by the Bond Trustee. 7. The use and distribution by the Underwriter of the Preliminary Official Statement to prospective investors is hereby approved and authorized. The use and distribution by the Underwriter of the Official Statement in connection with the offering and sale of the Bonds is hereby approved and authorized. 8. All actions of the officers, directors, and agents of the Authority which are in conformity with the purposes and intent of this Resolution and in furtherance of the issuance and sale of the Bonds as contemplated by this Resolution and the documents referred to herein, whether heretofore or hereafter taken, shall be and are hereby ratified, confirmed and approved. The proper officers, directors and agents of the Authority are hereby authorized and directed to do all such acts and things and to execute, acknowledge and deliver all such documents on behalf of the Authority as may be deemed necessary or desirable to carry out the terms and intent of this Resolution and of any of the documents referred to herein. Any Authorized Officer, as defined in the Bond Indenture, is authorized to execute and deliver from time to time on behalf of the Authority such documents amendatory and supplementary to the documents referred to herein as may, in accordance with the terms of such documents, be executed and delivered without notice to or consent of holders of the Bonds. To the extent the proceedings of the Authority in connection with the issuance of the Bonds or the provisions of any other document to be executed by the Authority in connection with the issuance of the Bonds fail in any way to comply with the requirements of the Authority's procedural guidelines, such requirements of the Authority's procedural guidelines are hereby waived with respect to the issuance of the Bonds. 9. Nothing contained in this Resolution or any document referred to herein shall be construed as obligating the Authority except as expressly provided herein or therein, or in any event as creating a claim or charge upon the general credit of the Authority. -5- ADOPTED AND APPROVED this 1st day of April,2010. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF GLENDALE,ARIZONA aildat t Presi.ent -6- EXHIBIT A PARTI DESCRIPTION OF GLENDALE PROJECTS PROJECT ESTIMATED NOT TO EXCEED FINANCED COSTS Construction and equipping of the Dental Clinic $24,000,000 Construction and equipping of the Optometry Clinic 7,000,000 Construction and equipping of the Campus Parking Deck 11,000,000 Construction, renovation and equipping of Student Housing Facilities 12,000,000 Construction and equipping of the Clinic Parking Deck 7,000,000 Total: $61,000,OQ9 PART II DESCRIPTION OF DOWNERS GROVE PROJECTS PROJECT ESTIMATED NOT TO EXCEED FINANCED COSTS Construction and equipping of a new Basic Science Building $35,000,000 Construction and equipping of the Commons Addition 3,000,000 Total: $38,000.000 A-1