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 February 8, 2016, at 11:00 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 [ x ] [ ]
Edward T. Sykes [ x ] [ ]
Suzanne Loughlin [ ] [ x ]
Sean Rieber [ x ] [ ]
Charles Barbuti, Jr. [ x ] [ ]
Scott Smith [ ] [ x ]
Howard Siegel [ x ] [ ]
Carol Roig [ x ] [ ]
Paul Guenther [ ] [ x ]
The following persons were also present:
Steve White, Chief Executive Officer
Jennifer Flad, Agency Vice President of Government Affairs and Business Development
Julio Garaicoechea, Agency Project Manager
Walter F. Garigliano, Agency General Counsel
The following resolution was duly offered by Charles Barbuti, and seconded by Sean Rieber, to wit:
Resolution No. 05 – 16
RESOLUTION (i) ACKNOWLEDGING THE PROPOSED TRANSFER OF CERTAIN PARCELS OF REAL PROPERTY FROM EPR CONCORD II, L.P. (“EPR”) TO CATSKILL REGIONAL MEDICAL CENTER (“CRMC”); AND (ii) AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF A SECOND OMNIBUS AMENDMENT TO PROJECT DOCUMENTS TO EXCLUDE THE CRMC LAND (AS HEREIN DEFINED) FROM THE PROJECT
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; and
WHEREAS, on or about October 21, 2013, EPT Concord II, LLC (“EPT” and together with EPR collectively referred to as the “Company”) and the Agency entered into a lease/leaseback transaction pursuant to which the Agency undertook a project consisting of the (i) the acquisition of a leasehold interest or other interest in approximately seventy-one (71) parcels of land containing in the aggregate approximately 1,735 acres within the Town of Thompson, Sullivan County, State, (ii) construction by EPT of roads, infrastructure and utilities including but not limited to soil erosion and sediment control, clearing and grubbing, earthwork, new roads and enhancements to existing roads, constructed wetlands, landscaping, sanitary sewer, water, storm sewer, electric power, telephone service, cable tv, internet connectivity and demolition of existing structures (“Project”); and
WHEREAS, the Agency and EPT entered into a Leaseback to Company, dated as of October 21, 2013 (“Leaseback”); and
WHEREAS, the Leaseback, at Section 6.3(d) reads as follows:
“(d) Notwithstanding anything in this Leaseback Agreement or any of the other applicable agreements between the Company and the Agency, this Leaseback Agreement or the Company’s interests thereto, may be assigned or transferred, in its entirety or in parts, without the consent of the Agency to any entity controlling, controlled by, or under common control with, the Company, provided, that the Company shall provide the Agency with fifteen (15) days prior written notice thereof.”
; and
WHEREAS, on or about December 20, 2013, to be effective as of December 31, 2013, EPT transferred land aggregating approximately 1,500 acres to EPR (the “2013 Transfer”); and
WHEREAS, the Agency and the Company entered into an Omnibus Amendment to Project Documents to memorialize the 2013 Transfer; and
WHEREAS, EPR and CRMC entered into a Real Estate Purchase and Sale Agreement, made September 30, 2015, whereby EPR contracted to transfer to CRMC 13.8 acres of real estate in Sullivan County, New York located at the southeast corner of the intersection of County Route 42 and Concord Road, which parcels are depicted on the Town of Thompson tax map as Section 13, Block 3, Lots 2.1 and 2.2 (the “CRMC Land”); and
WHEREAS, the Agency desires to acknowledge the transfer from the Company to CRMC and authorize and approve the execution and delivery of a Second Omnibus Amendment to Project Documents by and between the Agency and the Company to exclude the CRMC Land from the Project.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Agency hereby acknowledges the proposed transfer of certain parcels of the CRMC Land from EPR to CRMC.
Section 2. The Agency hereby authorizes and approves the execution and delivery of a Second Omnibus Amendment to Project Documents by and between the Agency and the Company to exclude the CRMC Land from the Project.
Section 3. The Chairman, Vice-Chairman or Chief Executive Officer of the Agency is hereby authorized, on behalf of the Agency, to execute and deliver any and all documents, agreements, instruments and certificates necessary to accomplish the foregoing, including a Second Omnibus Amendment to Project Documents all in form approved by Counsel to the Agency and with such changes, variations, omissions and insertions as the Chairman, Vice-Chairman or Chief Executive Officer of the Agency shall approve, the execution thereof by the Chairman, Vice-Chairman or Chief Executive Officer of the Agency to constitute conclusive evidence of such approval.
Section 4. 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 5. 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 [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Sean Rieber [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Scott Smith [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Howard Siegel [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Carol Roig [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Paul Guenther [ ] Yes [ ] No [ x ] 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:
- I have compared the foregoing copy of a resolution of the County of Sullivan Industrial Development Agency (AAgency@) 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 8th day of February, 2016 at 11:00 a.m. at the Sullivan County Government Center, 100 North Street, Village of Monticello, New York at which the following members were present:
PRESENT ABSENT
Ira Steingart [ x ] [ ]
Edward T. Sykes [ x ] [ ]
Suzanne Loughlin [ ] [ x ]
Sean Rieber [ x ] [ ]
Charles Barbuti, Jr. [ x ] [ ]
Scott Smith [ ] [ x ]
Howard Siegel [ x ] [ ]
Carol Roig [ x ] [ ]
Paul Guenther [ ] [ x ]
- The question of the adoption of the foregoing resolution was duly put to a vote on roll call which resulted as follows:
Ira Steingart [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Sean Rieber [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Scott Smith [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Howard Siegel [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Carol Roig [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Paul Guenther [ ] Yes [ ] No [ x ] 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 8th day of February, 2016.
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Secretary
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