RESOLUTION
A reconvened meeting of County of Sullivan Industrial Development Agency (“Agency”) was convened in session at the Sullivan County Government Center, Monticello, New York on November 25, 2014, at 3:00 p.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 [ ] [ ]
Suzanne Loughlin [ ] [ ]
Charles Barbuti, Jr. [ ] [ ]
Sandy Shaddock [ ] [ ]
Sean Rieber [ ] [ ]
Howard Siegel [ ] [ ]
Carol Roig [ ] [ ]
The following persons were also present:
Steve White, 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. 35 – 14
RESOLUTION OF THE AGENCY (I) CONSENTING TO THE TRANSFER OF IN EXCESS OF FIFTY (50%) PERCENT OF THE VOTING INTERESTS IN GA HC REIT II 61 EMERALD NY MOB, LLC (“COMPANY”) AS CONTEMPLATED BY THE MERGER OF GRIFFIN-AMERICAN HEALTHCARE REIT II, INC. (“GRIFFIN-AMERICAN”) AND NORTHSTAR REALTY FINANCE CORP. (“NORTHSTAR REALTY”); AND (II) AUTHORIZING ITS CHIEF EXECUTIVE OFFICER OR CHAIRMAN (EITHER ACTING INDIVIDUALLY) TO EXECUTE A MORTGAGE RELATING TO THE PREMISES LOCATED AT 61 EMERALD PLACE, ROCK HILL, NEW YORK (TAX MAP NO. 35-1-9.2 AND 35-1-9.3) FOR THE BENEFIT OF CITIGROUP GLOBAL MARKETS REALTY CORP., JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, BARCLAYS BANK PLC and COLUMN FINANCIAL, INC. (COLLECTIVELY, THE “LENDERS”) SECURING AN AMOUNT NOT TO EXCEED THIRTY MILLION ($30,000,000.00) DOLLARS
WHEREAS, the Agency was created by Chapter 560 of the Laws of 1970 of the State of New York, as amended, pursuant to Title I of Article 18-A of the General Municipal Law of the State of New York (collectively, the “Act”) as a body corporate and politic and as a public benefit corporation of the State of New York (“State”); and
WHEREAS, on or about June 1, 2003, CRH Realty I, LLC (“CR Realty”) presented an application to the Agency, a copy of which is on file at the office of the Agency, whereby the Agency undertook a project which consisted of the (i) acquisition, construction, equipping and installation of a medical office complex intended to house a multi-specialty practice consisting of approximately 80,784 square feet (“Building”) situate on two (2) parcels of real estate consisting of approximately 17.34 acres located in the Emerald Corporate Center along Rock Hill Drive in the Town of Thompson, County of Sullivan, State of New York and identified on the Town of Thompson tax map as Section 35, Block 1, Lot 9.2 and Section 35, Block 1, Lot 9.3 (“Land”) and related facilities; (ii) acquired and installed thereon and therein certain furniture, fixtures, machinery, equipment and tools (“Equipment”); (iii) constructed improvements to the Building, the Land and the Equipment (collectively, the Building and the Land are referred to as either the “Facility” or the “Project”); and
WHEREAS, on or about September 5, 2013, CR Realty (via its affiliate) requested the Agency consent to the transfer of fee title to the Facility to CR Realty and that the existing sale/leaseback between the Agency and CR R be restructured to a lease/leaseback between the Agency and the Company with the understanding that the Company will simultaneously enter into a new twenty (20) year lease with Crystal Run Healthcare, LLP; and
WHEREAS, on or about September 20, 2013, CR Realty transferred fee title in the Land to the Company and the Agency and Company entered into a lease/leaseback arrangement; and
WHEREAS, the Agency wishes to adopt a resolution to consent to the transfer of in excess of fifty (50%) percent of the voting interests in the Company as contemplated by the merger of Griffin-American and NorthStar Realty and (ii) authorize its Chief Executive Officer or Chairman (either acting individually) to execute a Mortgage relating to the premises located at 61 Emerald Place, Rock Hill, New York (Tax Map No. 35-1-9.2 and 35-1-9.3) for the benefit of the Lenders securing an amount not to exceed Thirty Million and 00/l00 ($30,000,000.00) Dollars.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Agency has determined that the proposed financial assistance does not exceed the sum of One Hundred Thousand ($100,000.00) Dollars and therefore the proposed action is not subject to a public hearing.
Section 2. Based upon representations made by the Company to the Agency, the Agency hereby makes, finds and determines as follows:
- By virtue of the Act, the Agency has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act;
- The Agency has the authority to take the actions contemplated therein under the Act.
Section 3. The Agency hereby consents to the transfer of in excess of fifty (50%) percent of the voting interests in the Company as contemplated by the merger of Griffin-American and NorthStar Realty.
Section 4. The Chairman or Chief Executive Officer of the Agency (either acting individually) is hereby authorized, on behalf of the Agency, to execute and deliver a mortgage and related documents, assignment of leases and rent, security agreement, UCC-1 Financing Statements and all documents reasonably contemplated by these resolutions or prepared on advice of counsel to the Agency, relating to the premises located at 61 Emerald Place, Rock Hill, New York (Tax Map No. 35-1-9.2 and 35-1-9.3) for the benefit of the Lenders securing an amount not to exceed Thirty Million and 00/l00 ($30,000,000.00) Dollars.
Section 5. The consent of the Agency as set forth in Section 3 and the authorization to execute a mortgage as set forth in Section 4 are conditioned upon payment by the Company to the Agency or its service providers all fees and costs associated with these resolutions.
Section 6. The officers, employees and agents of the Agency are hereby authorized and directed 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 and documents, 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, desirable and proper to effect the purposes of this resolution and to cause compliance by the Agency with all of the terms, covenants and provisions of the documents executed for and on behalf of the Agency.
Section 7 It is hereby found and determined that all formal actions of the Agency concerning and relating to the adoption of this resolution were adopted in an open meeting of the Agency; and that all deliberations of the Agency and of any of its committees that resulted in such formal action were in meetings open to the public, in compliance with all legal requirements.
Section 8. The Chairman, Chief Executive Officer, Executive Director or Counsel to the Agency is hereby authorized and directed (i) to distribute copies of this resolution to the Company; and (ii) to do such further things or perform such acts as may be necessary or convenient to implement the provisions of this resolution.
Section 9. This resolution shall take effect immediately.
THE MEMBERS VOTED ON THE FOREGOING RESOLUTION AS FOLLOWS:
Ira Steingart [ ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ ] Yes [ ] No [ ] Absent [ ] Abstain
Sandy Shaddock [ ] Yes [ ] No [ ] Absent [ ] Abstain
Sean Rieber [ ] Yes [ ] No [ ] Absent [ ] Abstain
Howard Siegel [ ] Yes [ ] No [ ] Absent [ ] Abstain
Carol Roig [ ] Yes [ ] No [ ] Absent [ ] Abstain
and therefore, the resolution was declared duly adopted.
STATE OF NEW YORK :
:ss.:
COUNTY OF SULLIVAN :
I, the undersigned Secretary (Assistant) of the Agency DO HEREBY CERTIFY THAT:
- I have compared the foregoing copy of a resolution of the 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 25th day of November, 2014 at 3:00 p.m. at the Sullivan County Government Center, 100 North Street, Monticello, New York, at which the following members were present:
PRESENT ABSENT
Ira Steingart [ ] [ ]
Edward T. Sykes [ ] [ ]
Suzanne Loughlin [ ] [ ]
Charles Barbuti, Jr. [ ] [ ]
Sandy Shaddock [ ] [ ]
Sean Rieber [ ] [ ]
Howard Siegel [ ] [ ]
Carol Roig [ ] [ ]
- The question of the adoption of the foregoing resolution was duly put to a vote on roll call which resulted follows:
Ira Steingart [ ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ ] Yes [ ] No [ ] Absent [ ] Abstain
Sandy Shaddock [ ] Yes [ ] No [ ] Absent [ ] Abstain
Sean Rieber [ ] Yes [ ] No [ ] Absent [ ] Abstain
Howard Siegel [ ] Yes [ ] No [ ] Absent [ ] Abstain
Carol Roig [ ] Yes [ ] No [ ] Absent [ ] Abstain
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 (Open Meetings 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 25th day of November, 2014.
____________________________________
Secretary
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