RESOLUTION
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 July 9, 2013 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
Jennifer C.S. Brylinski, Agency Executive Director
Walter F. Garigliano, Agency General Counsel
The following resolution was duly offered by Sandy Shaddock, and seconded by Edward T. Sykes, to wit:
Resolution No. 23 – 13
RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF THE TERMINATION AGREEMENT (AS DEFINED BELOW) AND ANY AND ALL RELATED DOCUMENTS WITH RESPECT TO THE HEBREW ACADEMY FOR SPECIAL CHILDREN, 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 bonds for the benefit of Hebrew Academy for Special Children, Inc., a not-for-profit corporation duly formed, existing and in good standing under the laws of the State of New York (“Company”) in the amount of $4,750,000 original principal amount Civic Facility Revenue Bonds (“Bonds”); and
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WHEREAS, in connection with the issuance of the Bonds, the Agency entered into the following: (i) a certain Mortgage and Security Agreement, dated as of June 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 $4,750,000.00, which was recorded in the office of the Sullivan County Clerk (“Clerk”) on July 19, 2002, in Liber 2435 at page 149 (“Mortgage”), (ii) a certain Pledge and Assignment, dated as of June 1, 2002, between the Agency and BNY, as Trustee, which was duly recorded in the office of the Clerk on July 19, 2002 in Liber 2435 at page 179 (“Pledge”), and (iii) a certain Memorandum of Installment Sale Agreement, dated as of June 1, 2002, made by and between the Agency and the Company, which was duly recorded in the office of the Clerk on July 19, 2002 in Liber 2435 at page 135 (“Memorandum”); and
WHEREAS, reference is made to Section 11.1(b) of the Sale Agreement, dated as of June 1, 2002 (“Sale Agreement”), which reads, in applicable part as follows:
“The Company shall have an additional option, in its sole discretion, to terminate this Sale Agreement on any date on which the Bonds are subject to optional redemption pursuant to Section 3.01(e) of the Indenture or on any date on which the Bonds could be defeased in accordance with Article VII of the Indenture, upon filing with the Issuer and the Trustee a certificate signed by an Authorized Representative of the Company stating the Company’s intention to do so pursuant to this Section 11.1(b) and upon compliance with the requirements set forth in Section 11.2 hereof and 3.01 of the Indenture.”; and
WHEREAS, in connection with retiring the Bonds, it is contemplated that (i) the Mortgage and the Pledge will be discharged by a Satisfaction of Mortgage and a Termination of Pledge and Assignment, dated as of July 16, 2013 by the BNY (“BNY Documents”); (ii) the Memorandum will be terminated through Termination Agreement, dated as of July 16, 2013 by and between the Agency and the Company (“Termination Agreement” and the BNY Documents, 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 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 Bonds being optionally redeemed.
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.
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 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 9th day of July, 2013 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 9th day of July, 2013. ______________________________
Secretary
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