RESOLUTION
(The Center For Discovery, Inc. Project)
A regular 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 December 13, 2011 at 10:00 a.m. local time.
The meeting was called to order by Chairman Elwin Wood, and, upon roll being called, the following members of the Agency were:
PRESENT ABSENT
Elwin Wood [ √ ] [ ]
Harold Gold [ √ ] [ ]
Raymond Walter [ √ ] [ ]
Edward T. Sykes [ ] [ √ ]
Charles Barbuti, Jr. [ √ ] [ ]
Harris Alport [ √ ] [ ]
Suzanne Loughlin [ √ ] [ ]
Cindy L. Garlinghouse [ √ ] [ ]
Steve White [ ] [ √ ]
The following persons were also present:
Allan C. Scott, Chief Executive Officer
Jennifer Brylinski, Agency Executive Director
Elizabeth A. Hunt, Agency Executive Assistant
Walter F. Garigliano, Agency General Counsel
The following resolution was duly offered by Suzanne Loughlin, and seconded by Raymond Walter, to wit:
Resolution No. 25 – 11
RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF THE OMNIBUS DISCHARGE (AS DEFINED BELOW), THE TERMINATION AGREEMENT (AS DEFINED BELOW) AND RELATED DOCUMENTS WITH RESPECT TO THE Center For Discovery, Inc. Project
WHEREAS, by Title 1 of Article 18‑A of the General Municipal Law of the State of New York, as amended and Chapter 560 of the Laws of 1970 of the State of New York (collectively the “Act”), the Agency was created with the authority and power to issue its special revenue bonds for the purpose of, among other things, acquiring, constructing, reconstructing, manufacturing, warehousing, research, commercial or industrial facilities and equipping certain “projects” as authorized by the Act; and
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WHEREAS, the Agency previously issued the following series of bonds for the benefit of THE CENTER FOR DISCOVERY, INC., f/k/a SDTC – The Center for Discovery, Inc., a not-for-profit corporation duly formed, existing and in good standing under the laws of the State of New York (the “Company”): (i) $13,000,000 original principal amount Civic Facility Revenue Bonds (SDTC – The Center For Discovery, Inc. Project), Series 2002 (the “Series 2002 Bonds”), (ii) $11,970,000 original principal amount Civic Facility Revenue Bonds (SDTC – The Center For Discovery, Inc. Project), Series 2005 (the “Series 2005 Bonds”), (iii) $2,855,000 original principal amount Civic Facility Revenue Bonds (SDTC – The Center For Discovery, Inc. Project), Series 2006A (the “Series 2006A Bonds”), (iv) $5,550,000 original principal amount Civic Facility Revenue Bonds (SDTC – The Center For Discovery, Inc. Project), Series 2006B (the “Series 2006B Bonds”), (v) $7,450,000 original principal amount Civic Facility Revenue Bonds (SDTC – The Center For Discovery, Inc. Project), Series 2006C (the “Series 2006C Bonds”), (vi) $5,445,000 original principal amount Civic Facility Revenue Bonds (SDTC – The Center For Discovery, Inc. Project), Series 2006D (the “Series 2006D Bonds” and, together with the Series 2006A Bonds and Series 2006B Bonds and Series 2006C Bonds, collectively referred to as the Series 2006 Bonds), (vii) $36,065,000 original principal amount Civic Facility Revenue Bonds (SDTC – The Center For Discovery, Inc. Project), Series 2007 (the “Series 2007 Bonds” and, together with the Series 2002 Bonds and Series 2005 Bonds and Series 2006 Bonds, collectively referred to as the “Prior Bonds”); and
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WHEREAS, in connection with the issuance of the Series 2002 Bonds, the Agency entered into the following instruments: (i) a certain Mortgage and Security Agreement, dated as of January 1, 2002, from the Agency and the Company, as mortgagee, to The Bank of New York Mellon, f/k/a The Bank of New York, in its capacity as trustee (“BNY”), as mortgagor, in the original principal amount of $13,000,000.00, which was recorded in the office of the Sullivan County Clerk (the “Clerk”) on February 8, 2002, in Liber 2368 at page 517 (the “2002 Mortgage”), (ii) a certain Pledge and Assignment, dated as of January 1, 2002, between the Agency and The Bank of New York Mellon, f/k/a The Bank of New York, as Trustee, which was duly recorded in the office of the Clerk on February 8, 2002 in Liber 2368 at page 565 (the “2002 Pledge”), and (iii) a certain Memorandum of Installment Sale Agreement, dated as of January 1, 2002, made by and between the Agency and the Company, which was duly recorded in the office of the Clerk on February 8, 2002 in Liber 2368 at page 554 (the “2002 Memorandum”); and
WHEREAS, in connection with the issuance of the Series 2005 Bonds, the Agency entered into the following instruments: (i) a certain Mortgage and Security Agreement, dated as of February 1, 2005, from the Agency and Company, as mortgagor, to U.S. Bank National Association, as trustee and successor in interest to Wachovia Bank National Association (“U.S. Bank”), as mortgagee, in the original principal amount of up to $1,098,524, which was recorded in the office of the Clerk on February 8, 2005, in Liber 2914 at page 068 (the “2005 Mortgage”), (ii) a certain Pledge and Assignment, dated as of February 1, 2005, between the Agency and U.S. Bank, which was duly recorded in the office of the Clerk on February 8, 2005 in Liber 2914 at page 181 (the “2005 Pledge”), (iii) a certain Memorandum of Company Lease Agreement, dated as of February 1, 2005, made by and between the Agency and the Company (securing the remainder of the Series 2005 bonds), which was duly recorded in the office of the Clerk on February 8, 2005 in Liber 2914 at page 45 (the “2005 Memorandum of Company Lease”), and (iv) a certain Memorandum of Lease, dated as of February 1, 2005, made by and between the Agency and the Company, which was duly recorded in the office of the Clerk on February 8, 2005 in Liber 2914 at page 159 (the “2005 Memorandum of Lease” and, together with the 2005 Memorandum of Company Lease, the “2005 Memoranda”); and
WHEREAS, in connection with the issuance of the Series 2006 Bonds, the Agency entered into the following instruments: (i) a certain Mortgage and Security Agreement, dated as of May 1, 2006, from the Agency and the Company, as mortgagor, to U.S. Bank, as mortgagee, in the original principal amount of up to $21,300,000 and recorded in the office of the Clerk on June 7, 2006, in Book 3169 at page 538, Instrument No. 2006-00007413 (the “2006 Mortgage”), (ii) a certain Pledge and Assignment (Series 2006A), dated as of May 1, 2006, between the Agency and U.S. Bank, as trustee, which was duly recorded in the office of the Clerk on June 7, 2006 in Liber 3169 at page 562, instrument number 2006-00007414 (the “2006A Pledge”), (iii) a certain Pledge and Assignment (Series 2006B), dated as of May 1, 2006, between the Agency and U.S. Bank, as trustee, which was duly recorded in the office of the Clerk on June 7, 2006 in Liber 3169 at page 573, instrument number 2006-00007415 (the “2006B Pledge”), (iv) a certain Pledge and Assignment (Series 2006C), dated as of May 1, 2006, between the Agency and U.S. Bank, as trustee, which was duly recorded in the office of the Clerk on June 7, 2006 in Liber 3169 at page 584, instrument number 2006-00007416 (the “2006C Pledge”), (v) a certain Pledge and Assignment (Series 2006D), dated as of May 1, 2006, between the Agency and U.S. Bank, as trustee, which was duly recorded in the Sullivan County Clerk’s Office on June 7, 2006 in Liber 3169 at page 595, instrument number 2006-00007417 (the “2006D Pledge” and, together with the 2006A Pledge, the 2006B Pledge and the 2006C Pledge, the “2006 Pledge”); (vi) a certain Memorandum of Company Lease Agreement (Series 2006A), dated as of May 1, 2006, made by and between the Agency and the Company, which was duly recorded in the office of the Clerk on June 7, 2006 in Liber 3169 at page 510, instrument number 2006-00007409 (the “2006A Memorandum of Company Lease”), (vii) a certain Memorandum of Lease Agreement (Series 2006A), dated as of May 1, 2006, made by and between the Agency and the Company, which was duly recorded in the office of the Clerk on June 7, 2006 in Liber 3169 at page 606, instrument number 2006-00007418 (the “2006A Memorandum of Lease”), (viii) a certain Memorandum of Company Lease Agreement (Series 2006B), dated as of May 1, 2006, made by and between the Agency and the Company, which was duly recorded in the office of the Clerk on June 7, 2006 in Liber 3169 at page 517, instrument number 2006-00007410 (the “2006A Memorandum of Company Lease”), (ix) a certain Memorandum of Lease Agreement (Series 2006B), dated as of May 1, 2006, made by and between the Agency and the Company, which was duly recorded in the office of the Clerk on June 7, 2006 in Liber 3169 at page 614, instrument number 2006-00007419 (the “2006B Memorandum of Lease”), (x) a certain Memorandum of Company Lease Agreement (Series 2006C), dated as of May 1, 2006, made by and between the Agency and the Company, which was duly recorded in the office of the Clerk on June 7, 2006 in Liber 3169 at page 524, instrument number 2006-00007411 (the “2006C Memorandum of Company Lease”), (xi) a certain Memorandum of Lease Agreement (Series 2006C), dated as of May 1, 2006, made by and between the Agency and the Company, which was duly recorded in the office of the Clerk on June 7, 2006 in Liber 3169 at page 622, instrument number 2006-00007420 (the “2006C Memorandum of Lease” and, together with the 2006A Memorandum of Lease and 2006B Memorandum of Lease, the “2006 Memorandum of Lease”), (xii) a certain Memorandum of Company Lease Agreement (Series 2006D), dated as of May 1, 2006, made by and between the Agency and the Company, which was duly recorded in the office of the Clerk on June 7, 2006 in Liber 3169 at page 531, instrument number 2006-00007412 (the “2006D Memorandum of Company Lease” and, together with the 2006A Memorandum of Company Lease, the 2006B Memorandum of Company Lease and the 2006C Memorandum of Company Lease, the “2006 Memorandum of Company Lease”), and (xiii) a certain Memorandum of Installment Sale Agreement (Series 2006D), dated as of May 1, 2006, made by and between the Agency and the Company, which was duly recorded in the office of the Clerk on June 7, 2006 in Liber 3169 at page 630, instrument number 2006-00007421 (the “2006D Memorandum of Installment Sale” and, together with the 2006 Memorandum of Lease and the 2006 Memorandum of Company Lease, the “2006 Memoranda”); and
WHEREAS, in connection with the issuance of the Series 2007 Bonds, the Agency entered into the following instruments: (i) a certain Mortgage Consolidation, Modification, Spreader and Extension Agreement, dated as of June 1, 2007, from County of Sullivan Industrial Development Agency and SDTC – The Center for Discovery, Inc., as mortgagor, to U.S. Bank, in its capacity as trustee, and BNY, in its capacity as trustee, as mortgagees, forming a lien of $82,335,000 (securing the Series 2007 Bonds and the Series 2002, 2005 and 2006 Bonds and mortgages) and recorded in the office of the Clerk on June 28, 2007, in Liber 3355 at page 281 (the “2007 Mortgage” and, together with the 2002 Mortgage, the 2005 Mortgage and the 2006 Mortgage, the “Prior Mortgages”) , (ii) a certain Pledge and Assignment, dated as of June 1, 2007, between the Agency and U.S. Bank, as trustee, which was duly recorded in the office of the Clerk on June 28, 2007 in Book 3355 at page 337 (the “2007 Pledge” and, together with the 2002 Pledge, the 2005 Pledge and the 2006 Pledge, the “Prior Pledges”) (iii) a certain Memorandum of Company Lease Agreement, dated as of June 1, 2007, made by and between the Agency and the Company, which was duly recorded in the office of the Clerk on June 28, 2007 in Book 3355 at page 241 (the “2007 Memorandum of Company Lease”), and (iv) a certain Memorandum of Lease Agreement, dated as of June 1, 2007, made by and between the Agency and the Company, which was duly recorded in the Office of the Clerk on June 28, 2007 in Book 3355 at page 261 (the “2007 Memorandum of Lease” and, together with the 2007 Memorandum of Company Lease, the “2007 Memoranda”); and
WHEREAS, the Company has requested that the SULLIVAN COUNTY FUNDING CORPORATION, a not-for-profit local development corporation duly organized, existing and in good standing under the laws of the State of New York having an office at One Cablevision Center, Ferndale, New York 12734 (the “Issuer”), issue its Revenue Bonds (The Center For Discovery, Inc. Project) in one or more series in an aggregate principal amount not to exceed $75,000,000, to finance a certain project (the “Project”) for the benefit of the Company consisting of: (A) refunding all or portions of the Bonds issued by the Agency; (B) refinancing certain taxable indebtedness incurred to pay, or otherwise financing, the costs of: (1) the construction, renovation and equipping of approximately 25,000 square feet of classrooms and related educational and program facilities located on an approximately 295.4-acre parcel of land located at 54 Discovery Ridge Road, in the Town of Fallsburg, New York (Section 32, Block 8, Lot 1) (the “Big Barn Improvements”); and (2) the construction, renovation and equipping of approximately 9,600 square feet of educational and program facilities located on an approximately 295.4-acre parcel of land located at 33 Walter’s Way, in the Town of Fallsburg, New York (Section 32, Block 8, Lot 1) (the “Big Barn Head House Improvements” and, collectively with the Big Barn Improvements, the “Improvements”); (C) funding a debt service reserve fund, if any, and paying capitalized interest, if any, and certain other costs incidental to the issuance of the Bonds; and
WHEREAS, in connection with the Project, it is contemplated that (i) the Prior Mortgages and the Prior Pledges will be discharged through a certain Omnibus Discharge, to be dated as of December 16, 2011 (or such other appropriate date), by and among the BNY and U.S. Bank (the “Omnibus Discharge”), (ii) the 2002 Memorandum will be terminated through a certain Termination Agreement, to be dated as of December 16, 2011 (or such other appropriate date), by and among the Agency and the Company (the “2002 Termination”), (iii) the 2005 Memoranda will be terminated though a certain Termination Agreement, to be dated as of December 16, 2011 (or such other appropriate date), by and among the Agency and the Company (the “2005 Termination), (iv) the 2006 Memoranda will be terminated though a certain Termination Agreement, to be dated as of December 16, 2011 (or such other appropriate date), by and among the Agency and the Company (the “2006 Termination), and (v) the 2007 Memoranda will be terminated though a certain Termination Agreement, to be dated as of December 16, 2011 (or such other appropriate date), by and among the Agency and the Company (the “2007 Termination” and, together with the 2002 Termination, the 2005 Termination and the 2006 Termination, the “Termination Agreement”) (the Termination Agreement and the Omnibus Discharge, collectively referred to herein as the “Termination Documents”); and
WHEREAS, the Agency desires to adopt a resolution authorizing execution and delivery of the Termination Documents.
NOW, THEREFORE, BE IT RESOLVED by the Members of the County of Sullivan Industrial Development Agency, as follows:
Section 1. The Chairman of the Agency is hereby authorized, on behalf of the Agency to execute the Termination Documents and related documents necessary and incidental to the termination of the Omnibus Discharge and Termination Agreement, and the payment and retirement of the Prior Bonds.
Section 2. 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 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 the foregoing resolutions 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 3. These Resolutions shall take effect immediately.
Elwin Wood [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Harold Gold [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Raymond Walter [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Harris Alport [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Cindy L. Garlinghouse [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Steve White [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
The Resolutions were thereupon duly adopted.