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 December 27, 2012 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 [ √ ] [ ]
Harold Gold [ ] [ √ ]
Edward T. Sykes [ ] [ √ ]
Suzanne Loughlin [ ] [ √ ]
Charles Barbuti, Jr. [ √ ] [ ]
Harris Alport [ √ ] [ ]
Steve White [ √ ] [ ]
Sandy Shaddock [ √ ] [ ]
Sean Rieber [ ] [ √ ]
The following persons were also present:
Allan C. Scott, Chief Executive Officer
Walter F. Garigliano, Agency General Counsel
The following resolution was duly offered by Steve White, and seconded by Charles Barbuti, Jr., to wit:
Resolution No. 47 – 12
RESOLUTION AUTHORIZING EARLY TERMINATION OF THE CONCORD RESORT, LLC (“CONCORD RESORT”) AND EPT CONCORD, LLC (“EPT CONCORD” AND TOGETHER WITH CONCORD RESORT, COLLECTIVELY, THE “COMPANY”) PROJECT AND TRANSACTION DOCUMENTS
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 August 13, 2008, the Company and the Agency entered into a lease/leaseback transaction to facilitate the: (A) the acquisition of title to, a leasehold or other interest in an approximately 1571-acre parcel of land located in the Town of Thompson, in the County of Sullivan (“Sullivan”) and State (“Land”) and any existing improvements thereon; (B) the acquisition and construction by the Company, as agent of the Agency, on the Land (or portions thereof) of: (i) an approximately 125 (expandable to 200) room spa/hotel containing in the aggregate approximately 200,000 square-feet of space, (ii) the renovation and redesign of the existing Monster and International golf courses located on the Land, including the construction of an approximately 60,000 square-foot clubhouse and related improvements, (iii) parking garages, on grade parking, roadway and other infrastructure improvements to service the foregoing and (iv) any improvements and renovations necessary and incidental to the foregoing (collectively, the “Improvements”); (C) the acquisition of, and installation in and around the Improvements of certain machinery, equipment and other items of tangible personal property (“Equipment” and, collectively with the Improvements, the “Facility”); and (D) paying certain costs and expenses incidental to the issuance of any bonds (the costs associated with items (A) through (D) above being hereinafter collectively referred to as the “Project Costs” with the portion of the Project Costs qualifying for use of tax exempt bond proceeds referred to as “Tax Exempt Eligible Project Costs”); and
WHEREAS, Concord Resort in favor of EPT Concord II, LLC (“EPT II”) delivered a Warranty Deed (in Lieu of Foreclosure), dated June 18, 2010 and recorded in the County Clerk’s Office on July 15, 2010 as Instrument #2010-56692 (“Deed in Lieu”); and
WHEREAS, the Deed in Lieu conveyed to EPT II all the real property described therein, “together with (ii) all and singular, the benefits, privileges, easements, tenements, hereditaments and appurtenances thereon or in anywise appertaining thereto”, have been transferred by Concord Resort to EPT II. Accordingly, as it relates to the transaction documents, EPT II is the successor to Concord Resort; and
WHEREAS, Section 8.1 of the Leaseback to Company, dated August 15, 2008 (“Leaseback”) authorized early termination of the project contemplated by the transaction documents; and
WHEREAS, EPT II by Robert J. Drumm, Vice President Transactions and Associate General Counsel filed a Certificate, dated December 26, 2012 stating the intention of EPT II to terminate the Leaseback (and related transaction documents) as contemplated by Section 8.1 of the Leaseback; and
WHEREAS, all requirements of Section 8.2 of the Leaseback have been complied with our adequate provision for compliance therewith has been demonstrated to the Agency; and
WHEREAS, the Agency is willing to accept a single lump sum payment in the amount of One Hundred Fifty-Six Thousand Nine Hundred Sixty-Eight and 00/100 ($156,968.00) Dollars in full satisfaction of all financial obligations due the Agency which relate to the project; and
WHEREAS, the Agency desires to authorize its Chairman, Vice-Chairman or Chief Executive Officer to execute a Project Termination Agreement, together with such other certificates, documents or instruments as are necessary or desirable to evidence termination of the project.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. That the Agency accept the sum of One Hundred Fifty-Six Thousand Nine Hundred Sixty-Eight and 00/100 ($156,968.00) Dollars in full satisfaction of all financial obligations due the Agency which relate to the project.
Section 2. The Chairman, Vice-Chairman and Chief Executive Officer of the Agency, each acting individually are hereby authorized, on behalf of the Agency, to execute and deliver a Project Termination Agreement, together with such other certificates, documents or instruments as are necessary or desirable to evidence termination of the project.
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 adoption of the foregoing resolutions were duly put to a vote on roll call, which resulted as follows:
Ira Steingart [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Harold Gold [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
Edward T. Sykes [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Harris Alport [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Steve White [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Sandy Shaddock [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Sean Rieber [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
The resolutions were 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:
1. 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.
2. Such resolution was passed at a meeting of the Agency duly convened in public session on the 27th day of December, 2012 at 10:00 a.m. at the SullivanCountyGovernmentCenter, 100 North Street, Village of Monticello, Sullivan County, New York, at which the following members were present:
PRESENT ABSENT
Ira Steingart [ √ ] [ ]
Harold Gold [ ] [ √ ]
Edward T. Sykes [ ] [ √ ]
Suzanne Loughlin [ ] [ √ ]
Charles Barbuti, Jr. [ √ ] [ ]
Harris Alport [ √ ] [ ]
Steve White [ √ ] [ ]
Sandy Shaddock [ √ ] [ ]
Sean Rieber [ ] [ √ ]
3. 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
Harold Gold [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
Edward T. Sykes [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Harris Alport [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Steve White [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Sandy Shaddock [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Sean Rieber [ ] 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 (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 27th day of December, 2012. ______________________________
Secretary
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