City Council

CITY OF DANBURY 155 DEER HILL AVENUE DANBURY, CONNECTICUT 06810 www.danbury-ct.gov ELISA ETCHETO PHONE: 203-797-4514 LEGISLATIVE ASSISTANT FAX: 203-796-1529 e.etcheto@danbury-ct.gov PUBLIC HEARING NOTICE Who: City Council members When: Wednesday, February 25, 2026 6 PM Where: Chambers, 3rd Floor City Hall, 155 Deer Hill Avenue Purpose: Resolution – Series 2026 Bonds (Danbury Proton) A RESOLUTION OF THE CITY OF DANBURY, CONNECTICUT AUTHORIZING THE ISSUANCE AND SALE OF NOT EXCEEDING $130,000,000 CITY OF DANBURY, CONNECTICUT REVENUE BONDS (DANBURY PROTON THERAPY CENTER PROJECT), SERIES 2026, AND THE EXECUTION AND DELIVERY OF AN INDENTURE, LOAN AGREEMENTS AND CERTAIN OTHER INSTRUMENTS, AGREEMENTS, DOCUMENTS AND CERTIFICATES IN CONNECTION THEREWITH *Original Agenda Items(1/6/26) and full resolution text are on file in the Legislative Assistant’s Office, the Town Clerk’s Office, and on the City website. Noticed: Corporation Counsel Mayor’s Office Danbury Proton Posted: Town Clerk Information Board City Website Calendar  RESOLUTION CITY OF DANBURY, STATE OF CONNECTICUT 2026 RESOLVED BY THE CITY COUNCIL OF THE CITY OF DANBURY A RESOLUTION OF THE CITY OF DANBURY, CONNECTICUT AUTHORIZING THE ISSUANCE AND SALE OF NOT EXCEEDING $130,000,000 CITY OF DANBURY, CONNECTICUT REVENUE BONDS (DANBURY PROTON THERAPY CENTER PROJECT), SERIES 2026, AND THE EXECUTION AND DELIVERY OF AN INDENTURE, LOAN AGREEMENTS AND CERTAIN OTHER INSTRUMENTS, AGREEMENTS, DOCUMENTS AND CERTIFICATES IN CONNECTION THEREWITH WHEREAS, the City of Danbury, Connecticut (the “City”), has adopted the Connecticut City and Town Development Act, Chapter 114 of the General Statutes of Connecticut, Revision of 1958, as amended (the “Act”), by vote of the City Council at its meeting on January 6, 2026; WHEREAS, Eleemos Inc., a Delaware non-profit corporation and 501(c)(3) organization (the “Institution”), has requested the City to finance one or more loans to the Institution (the “Loans”) to provide moneys for the purpose of (a) reimbursing, financing and refinancing the planning, design, engineering and construction, acquiring, renovating and improving of an approximately 20,000 sq. ft. proton therapy cancer treatment center/healthcare facility, to be located at 85 Wooster Heights in Danbury, Connecticut, (the “Facilities”), to be owned and operated by the Institution; (b) funding of a debt service reserve fund and capitalized interest fund, if any, for the Series 2026 Bonds (defined herein); and (c) paying certain costs of issuance and credit enhancement fees with respect to the Series 2026 Bonds (together, collectively, the “Project”); WHEREAS, in accordance with documentation submitted by the Institution and the Institution’s investment bankers (“Underwriter”), to the City, financing the Loans for the Project will (a) create new Institution jobs, to be held by City residents, (b) add healthcare services for the City residents and surrounding communities; and/or (c) create other economic opportunities for City contractors and suppliers to provide goods and services necessary to complete the renovations and improvements to the Facilities; WHEREAS, the Institution has requested the City to enter into a trust indenture (the “Indenture”) with Wilmington Trust, National Association, or another bank, trust company or national association with trust powers designated by the Mayor and the Director of Finance (the “Trustee”), to provide for the issuance of not exceeding $130,000,000 aggregate principal amount of the City’s Revenue Bonds (Danbury Proton Therapy Center Project), Series 2026, or such other names or designations as deemed appropriate (the “Series 2026 Bonds”), thereunder and pursuant to the Act, to provide the necessary funds to finance the Loans for the purpose of the Project; WHEREAS, the Series 2026 Bonds shall be in one or more series or subseries, as fixed rate or variable rate bonds, in the principal amounts, be dated, mature, bear interest at tax-exempt and taxable rates, be payable as to principal and interest at such places, be secured in such manner, be in such denominations and forms, carry such exchange or registration privileges, have such rank or priority, be executed in such manner, be subject to such terms of redemption, be sold at such price or prices, Page 1 of 4 and contain such other provisions and particulars as set forth in the Indenture and determined by the Mayor and the Director of Finance, in consultation with the Institution and the Underwriter; WHEREAS, the Series 2026 Bonds shall be special obligations of the City and, pursuant to the Act, shall not be payable from nor charged upon any revenues or property other than the revenues and property pledged to the payment thereof (consisting solely of revenues and property of the Institution and certain proceeds of the Series 2026 Bonds), nor shall the City be subject to any liability on the Bonds except to the extent of the pledged revenues and property; no holder of any Series 2026 Bonds shall have the right to compel any exercise of the taxing power of the City to pay any Series 2026 Bonds or interest thereon, nor to enforce payment thereon against any revenues or property of the City; and the Series 2026 Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any revenues or property of the City, shall not be subject to any statutory limitation on the indebtedness of the City, and shall not be included in computing the aggregate indebtedness of the City; WHEREAS, the Loans will be made pursuant to the terms and conditions set forth in one or more loan agreements (“Loan Agreements”) by and between the City and the Institution on such terms and conditions reflecting the principal amounts, date, maturity, interest rates, security, terms of redemption, price or prices other provisions of the Series 2026 Bonds as determined pursuant to the Indenture; WHEREAS, based on information and documentation submitted by the Institution and the Underwriter to the City, the Institution is not able to obtain financing for the Project on the same terms and conditions contemplated by the Loan Agreements from private lenders; and WHEREAS, the City is authorized by the Act to issue the Series 2026 Bonds, to provide for the rights of the holders thereof, and to finance and refinance the Project by the issuance of the Series 2026 Bonds; NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Danbury: Section 1. It is hereby found and determined, based on the information submitted by the Institution and the Underwriter, that: (a) the Institution is unable to obtain loans, in whole or in part, from private lenders upon reasonably equivalent terms and conditions as the Loans contemplated by the Loan Agreements; (b) the issuance and sale of the Series 2026 Bonds is necessary to provide sufficient funds to achieve the purposes of the Act, including making the Loans to the Institution; and (c) the intended use of the proceeds of the Series 2026 Bonds is in the public interest and will advance the carrying out of the purposes of the Act, including (i) retaining and creating Institution jobs; (ii) creating economic opportunities for City contractors and suppliers; and (iii) adding to the City’s revenues. Section 2. In accordance with, and in furtherance of the purposes of, the Act, the City hereby authorizes the issuance and sale of the Series 2026 Bonds in an aggregate principal amount not to exceed $130,000,000 and grants a pledge of and a security interest in all of its right, title and interest in the Trust Estate (as defined in the Indenture) to secure the repayment of the Series 2026 Bonds as provided in the Indenture. Page 2 of 4 The Series 2026 Bonds shall be special obligations of the City and, pursuant to the Act, shall not be payable from nor charged upon any revenues or property other than the revenues and property pledged to the payment thereof (consisting solely of revenues and property of the Institution and certain proceeds of the Series 2026 Bonds), nor shall the City be subject to any liability on the Series 2026 Bonds except to the extent of the pledged revenues and property. No holder of any Series 2026 Bonds shall have the right to compel any exercise of the taxing power of the City to pay any Series 2026 Bonds or interest thereon, nor to enforce payment thereon against any revenues or property of the City. The Series 2026 Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any revenues or property of the City, shall not be subject to any statutory limitation on the indebtedness of the City, and shall not be included in computing the aggregate indebtedness of the City. The Series 2026 Bonds shall be of the series or sub-series, in the principal amounts, be dated, mature, bear interest at tax-exempt and taxable rates, be payable as to principal and interest at such places, be in such denominations and forms, carry such exchange or registration privileges, have such rank or priority, be executed in such manner, be subject to such terms of redemption and tender provisions (if any), and contain such other provisions and particulars as set forth in the Indenture and determined by the Mayor and the Director of Finance, in consultation with the Institution and the Underwriter. The Series 2026 Bonds shall be executed in the name and on behalf of the City by the facsimile or manual signatures of the Mayor and the Treasurer, bear the City seal or a facsimile thereof, be authenticated by the Trustee, and be approved as to their legality by Robinson & Cole LLP, Attorneys-at-Law, of Hartford. The validity of the Series 2026 Bonds may be contested only if an action, suit or proceeding contesting such validity is commenced within sixty days after the date of publication of this Resolution. The Mayor and the Director of Finance are authorized to execute and deliver the Indenture in such form as the Mayor and Director of Finance deem to be in the best interests of the City. The Indenture, with such changes, omissions, insertions and revisions as the Mayor and the Director of Finance shall deem advisable, is hereby approved. Section 3. For the purpose of additionally securing the principal of and interest on the Series 2026 Bonds, the Mayor and the Director of Finance are authorized to execute and deliver one or more Loan Agreements, in such form as the Mayor and Director of Finance deem to be in the best interests of the City, and an Open-End Mortgage (Security Agreement and Financing Statement) (the “Mortgage”), in such form as the Mayor and Director of Finance deem to be in the best interests of the City. The Loan Agreements, and the Mortgage, with such changes, omissions, insertions and revisions as the Mayor and the Director of Finance shall deem advisable, are approved; and the Mayor and the Director of Finance, in the name of the City, are hereby authorized to execute and deliver the Loan Agreements and the Mortgage. Section 4. For the purpose of providing for the offering and sale of the Series 2026 Bonds and further setting forth information relating to the Series 2026 Bonds, the preparation and distribution of an offering memorandum or other disclosure documentation (the “Offering Memorandum”), containing the customary disclosure for the City and the Institution, summarizing the terms of the Series 2026 Bonds, the security and sources of payment therefor, the plan of finance for the Project and certain other matters regarding the Series 2026 Bonds and summarizing the principal documents, is approved; and the Mayor and the Director of Finance, in the name of the City, are hereby authorized to execute, deliver and deem the Offering Memorandum final when appropriate and are further authorized to execute and deliver any amendment or supplement thereto in connection with and after the sale of the Series 2026 Bonds. Page 3 of 4 Section 5. For the purpose of providing for the sale of the Series 2026 Bonds, a bond purchase agreement, by and between the City and the Underwriter and/or any other underwriters (the “Underwriter”), in such form as the Mayor and Director of Finance deem to be in the best interests of the City (the “Bond Purchase Agreement”), with such changes, omissions, insertions and revisions as the Mayor and the Director of Finance shall deem advisable, is approved; and the Mayor and the Director of Finance, in the name of the City, are hereby authorized to execute and deliver the Bond Purchase Agreement. Section 6. For purposes of further providing for the execution of the transactions contemplated above, a Tax Regulatory Agreement, containing customary representations and covenants regarding the requirements of the Internal Revenue Code of 1986, as amended (the “Tax Regulatory Agreement”), and a Continuing Disclosure Agreement, containing customary provisions regarding the requirements of Rule 15c2-12 of the Securities and Exchange Commission (the “Continuing Disclosure Agreement”), with such changes, omissions, insertions and revisions as the Mayor and the Director of Finance shall deem advisable, is approved; and the Mayor and the Director of Finance, in the name of the City, are hereby authorized to execute and deliver the Tax Regulatory Agreement and the Continuing Disclosure Agreement. Section 7. The Mayor and the Director of Finance are hereby authorized, and if any such action shall heretofore have been taken by any either of them, such action is hereby ratified and confirmed, (a) to publish such notices, to hold such hearings, to make such representations and agreements, and to take such other actions as shall be necessary to enable bond counsel to render its opinions as to the validity of the Series 2026 Bonds and the exclusion of the interest on the Series 2026 Bonds from gross income for federal income tax purposes, (b) to make, execute and deliver all such additional and supplemental instruments, agreements, documents, directions and certificates, including, but not limited to any tax compliance agreements, tax certificates, tax forms, investment agreements or assignments, (c) to pay costs of issuance and credit enhancement in connection with the issuance of the Series 2026 Bonds, and (d) to do and perform such acts and to take such actions as may be necessary or required for the consummation of the transactions provided for and contemplated by this Resolution and the foregoing documents. Section 8. The City hereby expresses its official intent pursuant to Section 1.150-2 of the Federal Income Tax Regulations, Title 26 (the “Regulations”), to reimburse expenditures paid sixty days prior to and anytime after the date of passage of this Resolution for the Project in the amount of the Bonds with the proceeds of the Series 2026 Bonds or other tax-exempt obligations authorized to be issued by the City (the “Tax-Exempt Obligations”). The Tax-Exempt Obligations shall be issued to reimburse such expenditures not later than 18 months after the later of the date of the expenditure or the substantial completion of the Project, or such later date the Regulations may authorize. The Town hereby certifies that the intention to reimburse as expressed herein is based upon its reasonable expectations as of this date. Section 9. This Resolution shall take effect immediately upon its adoption by the City. Page 4 of 4