RESOLUTION
A special meeting of County of Sullivan Industrial Development Agency (“Agency”) was convened in public session at the Sullivan County Government Center, 100 North Street, Village of Monticello, Sullivan County, New York on June 24, 2014 at 10:00 a.m. local time.
The meeting was called to order by Chairman Ira Steingart, and, upon roll being called, the following members of the Agency were:
PRESENT ABSENT
Ira Steingart [ ] [ ]
Edward T. Sykes [ ] [ ]
Charles Barbuti, Jr. [ ] [ ]
Sandy Shaddock [ ] [ √ ]
Suzanne Loughlin [ ] [ √ ]
Sean Rieber [ ] [ √ ]
Steve White [ ] [ ]
Howard Siegel [ ] [ ]
Carol Roig [ ] [ ]
The following persons were also present:
Allan C. Scott, Chief Executive Officer
Jennifer C.S. Brylinski, Agency Executive Director
Jennifer M. Flad, Agency Vice-President of Government Affairs and
Business Development
Walter F. Garigliano, Agency General Counsel
The following resolution was duly offered by ____________________________, and seconded by __________________________ to wit:
Resolution No. ____ – 14
RESOLUTION AUTHORIZING THE AGENCY TO EXECUTE AND DELIVER ONE OR MORE LEASEHOLD MORTGAGES SECURING AN AMOUNT NOT TO EXCEED ELEVEN MILLION SEVEN HUNDRED FIFTY THOUSAND ($11,750,000.00) DOLLARS AND RELATED DOCUMENTS IN FAVOR OF STERLING NATIONAL BANK (“BANK”) TO PROVIDE CREDIT SUPPORT FOR (A) THE SULLIVAN COUNTY FUNDING CORPORATION’S (“ISSUER”) TAX-EXEMPT AND/OR TAXABLE REVENUE BONDS (SULLIVAN COUNTY COMMUNITY COLLEGE DORMITORY CORPORATION (“COMPANY”) PROJECT, SERIES 2014, IN ONE OR MORE SERIES, AND IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $9,500,000; (B) A LOAN FROM BANK TO SULLIVAN COUNTY COMMUNITY COLLEGE (“SCCC”) IN AN AMOUNT NOT TO EXCEED $2,250,000; AND (C) TO EXTEND TERM OF THE LEASE TO AGENCY AND LEASEBACK TO COMPANY
WHEREAS, by Title 1 of Article 18-A of the General Municipal Law of the State of New York (“State”), as amended, and Chapter 560 of the Laws of 1970 of the State, as amended and codified as Section 960 of the General Municipal Law (collectively, the “Act”), the Agency was created with the authority and power to own, lease and sell property as authorized by the Act; and
WHEREAS, on or about June 27, 2002, the Company and the Agency closed an Installment Sale transaction in order to facilitate (a) the acquisition of an approximately 20.00 acre parcel of land located in the Town of Fallsburg, County of Sullivan, State, (b) the construction thereon of a dormitory facility and related improvements to be occupied by students of Sullivan County Community College, (c) the installation therein of certain furniture, fixtures, machinery and equipment, (d) the payment of certain startup expenditures incurred or to be incurred in connection with the acquisition, construction, equipping and operation of the above described facilities (said acquisition of real property, construction of improvements thereon, and installation of furniture, fixtures, machinery and equipment therein being collectively referred to herein as the “2002 Facility”) and (e) the payment of certain costs and expenses incidental to the issuance of the bonds (“2002 Transaction”); and
WHEREAS, the 2002 Transaction involved the issuance by the Agency of its Civic Facility Revenue Bonds, Series 2002 on the original amount of Eight Million Seven Hundred Twenty-Five Thousand and 00/100 ($8,725,000.00) Dollars (“2002 Bonds”); and
WHEREAS, on or about December 2, 2010, the Company requested and the Agency agreed to undertake a project consisting of (a) the acquisition of a leasehold interest in an approximately 20.00 acre parcel of land located in the Town of Fallsburg, County of Sullivan, State, was improved by the 2002 Facility; (b) the mortgaging of the Agency’s interest in the project site in favor of Delta Community Credit Union (“Delta CCU”); and (c) the payment of certain costs and expenses incidental thereto (collectively, the “2010 Transaction”); and
WHEREAS, on or about December 2, 2010, the Agency and the Company entered into a Lease to Agency, a Leaseback to Company, a Payment in Lieu of Taxation Agreement and related documents necessary to facilitate the 2010 Transaction; and the Agency joined in execution of a mortgage in the original principal amount of Eight Million One Hundred Thousand and 00/100 ($8,100,000.00) Dollars in favor of Delta CCU; and
WHEREAS, on or about May 13, 2014, the Company submitted an application (the “Original Application”) and on or about June 18, 2014, submitted an Amended Application (“Amended Application” and together with the Original Application, the “Application”) to the Issuer requesting that the Issuer consider the issuance of its Tax-Exempt and/or Taxable Revenue Bonds (Sullivan County Community College Dormitory Corporation Project), Series 2014, in one or more series, in the principal amount not to exceed $9,500,000 (or such other amount as advised by the Company) (the “Bonds”) for the purposes of undertaking a certain project (the “Project”) consisting of the following: (A) the refinancing of an existing taxable mortgage loan in the original principal amount of $8,100,000 (the “Taxable Loan”), the proceeds of which were used by the Company for the purpose of (i) refinancing all of the outstanding Agency’s 2002 Bonds, the proceeds of which were used to: (1) pay the cost of the construction of two free standing buildings to be used as student dormitory housing, each building consisting of four floors with approximately 40 beds per floor, and each containing appurtenant and ancillary facilities such as an entrance lobby, mailroom, security station, activity lounge with food service area, student study lounge, laundry and vending facilities, trash/recycling facilities and utility/maintenance facilities (the “2002 Improvements”); (2) acquire and install certain machinery equipment and other items of tangible personal property (the “2002 Equipment”; and, together with the 2002 Improvements, the “2002 Facility”); (3) pay certain costs and expenses incidental to the issuance of the Series 2002 Bonds; and (4) fund a capitalized interest account and a debt service reserve fund in connection with the Series 2002 Bonds, (ii) funding other expenditures of the Company, and (iii) pay costs incidental to such mortgage loan; and (B) paying of all or a portion of the costs incidental to the issuance of the Bonds, capitalized interest and any reserve funds as may be necessary to secure the Bonds (the costs associated with items (A) and (B) above being hereinafter collectively referred to as the “Project Costs”); and
WHEREAS, the Issuer is contemplating assisting the Company with the Project by (i) issuing the Bonds in an amount not to exceed the lesser of the Project Costs or $9,500,000 and (ii) providing an exemption from all mortgage recording taxes with respect to any qualifying mortgage to secure the Bonds or the Company’s obligations relating to the Bonds; and
WHEREAS, in accordance with Section 147(f) of the Internal Revenue Code of 1986 (as amended) (the “Code”), the Issuer conducted a public hearing with respect to the issuance of the Bonds on Thursday, June 19, 2014, at 2:15 p.m., following the publication on June 3, 2014, in The Sullivan County Democrat of a notice of said public hearing; and
WHEREAS, on June 19, 2014, the Sullivan County Legislature (the “Legislature”) approved the issuance of the Bonds in accordance with Section 147(f) of the Code; and
WHEREAS, the Bonds are being issued and sold by the Issuer to the Bank pursuant to a certain Bond Purchase Agreement and Loan Agreement (the “Bond Purchase Agreement”), dated June 26, 2012 (or other appropriate date), by and among the Issuer, the Company and Bank; and
WHEREAS, as security for the Bonds, the Agency will grant to the Issuer a first priority mortgage lien and security interest of the Agency’s Leasehold interest in the Project pursuant to a certain Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, dated as of June 26, 2014 (or other appropriate date) (the “Mortgage”), from the Company and Agency to the Issuer and the Bank; which mortgage lien and security interest will be assigned (except the Unassigned Rights as defined in the Bond Purchase Agreement) by the Issuer to the Bank pursuant to a certain Assignment of Mortgage, dated June 26, 2014 (or other appropriate date) (the “Assignment of Mortgage”); and
WHEREAS, Sullivan County Community College (“SCCC”) completed a tax-exempt Certificates of Participation (“COP”) transaction in 2007 pursuant to which Four Million One Hundred Thousand and 00/l00 ($4,100,000.00) Dollars was advanced to SCCC; and
WHEREAS, a dispute exists as to the tax-exempt status and underlying legality of the COP transaction; and
WHEREAS, the current COP holder (a fund of the OppenheimerFunds) (“Holder”) and SCCC have agreed to resolve the underlying dispute whereby the Holder will accept sixty-one (61%) percent of the current outstanding principal amount due in full and final settlement of SCCC’s obligation under the COP; and
WHEREAS, SCCC wishes to borrow from the Bank an amount not to exceed Two Million Two Hundred Fifty Thousand and 00/l00 ($2,250,000.00) Dollars (“Sterling Bank Loan”) the proceeds of which will be used to fully and finally satisfy SCCC’s obligations under the COP; and
WHEREAS, the Company has agreed to provide credit support for the Sterling Bank Loan pursuant to a Guaranty (“Company Guaranty”), dated June 26, 2014 (or other appropriate date); and
WHEREAS, the Company Guaranty shall be secured by a second priority Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, dated as of June 26, 2014 (or other appropriate date) from Company and Agency to the Bank (the “Second Mortgage”); and
WHEREAS, by resolution, dated June 19, 2014 the Legislature consented to the loan from the Bank to SCCC; and
WHEREAS, the Company has requested and the Agency has agreed to extend the term of the Lease to Agency, Leaseback to Company and Payment in Lieu of Tax Agreement (“PILOT Agreement”) to December 31, 2034; and
WHEREAS, pursuant to the State Environmental Quality Review Act, Article 8 of the Environmental Conservation Law and the regulations adopted pursuant thereto at 6 N.Y.C.R.R. Part 617, as amended (collectively referred to as “SEQRA”), the Project and all actions to be undertaken by the Agency pursuant to these Resolutions are a Type II action under SEQRA; and
WHEREAS, the Agency wishes to (i) authorize the Mortgage and Second Mortgage; (ii) authorize the amendment of the Lease to Agency; Leaseback to Company and PILOT Agreement to extend the term related thereto to December 31, 2034; (iii) authorize its Chief Executive Officer, Chairman or Executive Director to execute and deliver the (a) Mortgage, (b) Second Mortgage and any and all related documents in favor of the Bank; and (c) an Omnibus Amendment of the Lease to Agency, Leaseback to Company and PILOT Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Chief Executive Officer, Chairman or Executive Director of the Agency, each acting individually are each hereby authorized, on behalf of the Agency, to execute and deliver the Mortgage and the Second Mortgage in an aggregate amount not to exceed Eleven Million Seven Hundred Fifty Thousand ($11,750,000) Dollars in favor of the Bank and to execute and deliver any and all related documents related thereto in the form approved by Agency counsel.
Section 2. The Chief Executive Officer, Chairman or Executive Director of the Agency, each acting individually are each hereby authorized, on behalf of the Agency, to execute and deliver the Omnibus Amendment to Project Document to memorialize the extension of the term of the Lease to Agency, Leaseback to Company and PILOT Agreement to December 31, 2034.
Section 3. The officers, employees and agents of the Agency are hereby authorized and directed for and in the name and on behalf of the Agency to do all acts and things required and to execute and deliver all such certificates, instruments, documents, and to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or in the opinion of the officer, employee or agent acting on behalf of the Agency desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Agency with all the terms, covenants and provisions of the documents for and on behalf of the Agency.
Section 4. These resolutions shall take effect immediately.
The question of the adoption of the foregoing resolution was duly put to a vote on roll call, which resulted as follows:
Ira Steingart [ ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ ] Yes [ ] No [ ] Absent [ ] Abstain
Sandy Shaddock [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
Sean Rieber [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
Steve White [ ] Yes [ ] No [ ] Absent [ ] Abstain
Howard Siegel [ ] Yes [ ] No [ ] Absent [ ] Abstain
Carol Roig [ ] Yes [ ] No [ ] Absent [ ] Abstain
The resolution was thereupon duly adopted.
STATE OF NEW YORK :
:ss.:
COUNTY OF SULLIVAN :
I, the undersigned Assistant Secretary of the County of Sullivan Industrial Development Agency, DO HEREBY CERTIFY THAT:
- I have compared the foregoing copy of a resolution of the County of Sullivan Industrial Development Agency (“Agency”) with the original thereof on file in the office of the Agency, and that the same is a true and correct copy of such resolution and of the proceedings of the Agency in connection with such matter.
- Such resolution was passed at a meeting of the Agency duly convened in public session on the 24th day of June, 2014 at 10:00 a.m. at the Sullivan County Government Center, 100 North Street, Village of Monticello, Sullivan County, New York, at which the following members were present:
PRESENT ABSENT
Ira Steingart [ ] [ ]
Edward T. Sykes [ ] [ ]
Charles Barbuti, Jr. [ ] [ ]
Sandy Shaddock [ ] [ √ ]
Suzanne Loughlin [ ] [ √ ]
Sean Rieber [ ] [ √ ]
Steve White [ ] [ ]
Howard Siegel [ ] [ ]
Carol Roig [ ] [ ]
- The question of the adoption of the foregoing resolution was duly put to a vote on roll call which resulted as follows:
Ira Steingart [ ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ ] Yes [ ] No [ ] Absent [ ] Abstain
Sandy Shaddock [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
Sean Rieber [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
Steve White [ ] Yes [ ] No [ ] Absent [ ] Abstain
Howard Siegel [ ] Yes [ ] No [ ] Absent [ ] Abstain
Carol Roig [ ] Yes [ ] No [ ] Absent [ ] Abstain
and therefore, the resolution was declared duly adopted.
I FURTHER CERTIFY that (i) all members of the Agency had due notice of said meeting, (ii) pursuant to Sections 103a and 104 of the Public Officers Law, said meeting was open to the general public and public notice of the time and place of said meeting was duly given in accordance with such Sections 103a and 104, (iii) the meeting in all respects was duly held, and (iv) there was a quorum present throughout.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on the 24th day of June, 2014.
____________________________________
Assistant Secretary
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