Syracuse Local Development Corporation 201 East Washington Street, 7 th Floor Syracuse, NY Tel (315)

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1 Syracuse Local Development Corporation 201 East Washington Street, 7 th Floor Syracuse, NY Tel (315) To: From: Board of Directors Syracuse Local Development Corporation Judith DeLaney Date: October 13, 2017 Re: Syracuse Local Development Corporation Agenda - October 17, 2017 The Syracuse Local Development Corporation will hold a TEFRA Public Hearing Tuesday, October 17 at 8:00 a.m.; an Audit & Finance Committee Meeting at 8:10 a.m.; and a Board of Directors Meeting at 8:15 a.m. in the Common Council Chambers, 304 City Hall, 233 East Washington Street, Syracuse, NY The Agenda is as follows: I. TEFRA Public Hearing Crouse Health Hospital, Inc. d/b/a Crouse Hospital Attachment: 1. TEFRA Public Hearing Notice. II. Joint Audit & Finance Committee Agendas Call Meeting to Order 1 Roll Call 2 Proof of Notice 3 New Business Crouse Health Hospital, Inc. d/b/a Crouse Hospital Bill Marquardt 4 Review and recommendation to the Board of Directors relative to the Company s request to the SLDC to issue tax exempt bonds in an amount not to exceed $25,000,000 to refinance several series of bonds previously issued. Attachment: 1. Application for Financial Assistance. Directors & Officers Liability Insurance Honora Spillane 5 Review and recommendation to the Board of Directors relative to a proposal to provide Directors and Officers Liability insurance coverage for 2018 in the amount of $1,000,000.00, premium not to exceed $

2 Attachment: 1. Proposal. (Under separate cover) Grossman St. Amour CPAs, PLLC John Vavonese 6 Review and recommendation to the Board of Directors relative to a proposed engagement letter for certified public accounting services from Grossman St. Amour CPAs, PLLC for fiscal year Attachment: 1. Engagement Letter. Corporation Budget John Vavonese 7 Review and recommendation to the Board of Directors of a proposed budget for the Corporation for fiscal year Attachment: 1. Proposed Budget. Adjournment 8 III. Board of Directors Meeting Agenda Call Meeting to Order 1 Roll Call 2 Proof of Notice 3 Minutes 4 Approval of the minutes from the October 10, 2017 Board of Directors meeting. New Business Finance and Audit Committee Recommendations - Bill Ryan 5 a. Crouse Health Hospital, Inc. d/b/a Crouse Hospital Approval of resolutions to undertake the Project. 1. Bond Resolution. b Directors & Officers Liability Insurance Approval of a proposal for D&O Insurance for C. Grossman St. Amour CPAs, PLLC Approval of a proposed engagement letter for certified public accounting services from Grossman St. Amour CPAs, PLLC for fiscal year 2017.

3 d Corporation Budget Approval of a proposed 2018 Budget for the Corporation. Adjournment 6

4 NOTICE OF PUBLIC HEARING Pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the Code ), the Syracuse Local Development Corporation (the Issuer ) will hold a public hearing on October 17, 2017, at 8:00 a.m. in the Common Council Chambers, City Hall, 233 East Washington Street, Syracuse, New York, regarding the following matter: Crouse Health Hospital, Inc. d/b/a Crouse Hospital (the Hospital ), a New York not-forprofit corporation and an organization described in Section 501(c)(3) of the Code, has requested that the Issuer issue its tax-exempt revenue bonds in the aggregate principal amount not to exceed $25,000,000 in one or more series (the Bonds ) for the purpose of financing a certain project (the Project ) consisting of (A) the refunding of the outstanding principal amount of: (i) the Onondaga County Industrial Development Agency s Multi-Mode Variable Rate Demand Civic Facility Revenue Refunding Bonds (Crouse Health Hospital, Inc. Project), Series 2003 consisting of the Series 2003A Bonds (Tax-Exempt) and the Series 2003B Bonds (Taxable) (collectively, the OCIDA Series 2003 Bonds ); (ii) the City of Syracuse Industrial Development Agency s Multi-Mode Variable Rate Demand Civic Facility Revenue Refunding Bonds (Crouse Health System, Inc. Project), Series 2003 consisting of the Series 2003A Bonds (Tax-Exempt) and the Series 2003B Bonds (Taxable) (collectively, the SIDA Series 2003 Bonds ); (iii) the Onondaga County Industrial Development Agency s Multi-Mode Variable Rate Demand Civic Facility Revenue Bonds (Crouse Health Hospital, Inc. Project), Series 2007A (the OCIDA Series 2007 Bonds ); and (iv) the City of Syracuse Industrial Development Agency s Multi-Mode Variable Rate Demand Civic Facility Revenue Bonds (Crouse Health Hospital Inc. Project), Series 2007B (the SIDA Series 2007 Bonds and together with the OCIDA Series 2003 Bonds, the SIDA Series 2003 Bond and the OCIDA Series 2007 Bonds, collectively, the Refunded Bonds ), and (B) the payment of all or a portion of the costs incidental to the issuance of the Bonds, including issuance costs of the Bonds, capitalized interest, if any, and the funding any reserve funds as may be necessary to secure the Bonds. The OCIDA Series 2003 Bonds were issued by the Onondaga County Industrial Development Agency ( OCIDA ) to (i) refund a portion of the Hospital s outstanding $32,420,000 Crouse Health Hospital Inc. Revenue Bonds, Series 1996 (the Series 1996 Bonds ) or reimburse LaSalle Bank National Association for sums drawn on its letter of credit securing the Series 1996 Bonds, (ii) to pay fees associated with irrevocable direct pay letters of credit issued by Manufacturers and Traders Trust Company, and (iii) to pay certain costs of issuance relating to the OCIDA Series 2003 Bonds. The Series 1996 Bonds were issued on behalf of the Hospital to currently refund the Dormitory Authority of the State of New York Crouse Irving Memorial Revenue Bonds, Series 1984 (the DASNY Series 1984 Bonds ). The DASNY Series 1984 Bonds were issued by the Dormitory Authority of the State of New York to (i) finance the construction of a three-story addition to the Hospital s acute care hospital facility located at 736 Irving Avenue in the City of Syracuse, New York (the Hospital Facility ), (ii) finance the construction of a new laboratory and renovation of existing facilities, (iii) pay capitalized interest on the Series 1984 Bonds during construction, (iv) advance refund

5 the New York State Housing Finance Agency Hospital and Nursing Home Project, 1972 Series A Bonds (the HFA Series 1972 Bonds ), (v) advance refund the New York State Housing Finance Agency Hospital and Nursing Home Project, 1977 Series A Bonds (the HFA Series 1977 Bonds ), (vi) pay a portion of the costs of issuance of the Series 1984 Bonds, and (vii) to fund a debt service reserve fund for the Series 1984 Bonds. The HFA Series 1972 Bonds and HFA Series 1977 Bonds were issued to finance a portion of the cost of constructing the Hospital Facility. The SIDA Series 2003 Bonds were issued by the City of Syracuse Industrial Development Agency ( SIDA ) to (i) refinance certain outstanding indebtedness of Crouse Health System, Inc. and its affiliates owed to Fleet National Bank, described below, (ii) pay fees associated with two irrevocable direct pay letters of credit issued by Fleet National Bank, and (iii) pay certain costs of issuance relating to the SIDA Series 2003 Bonds. The indebtedness refinanced with proceeds of the SIDA Series 2003A Bonds was originally incurred to finance the acquisition, construction and installation of (1) the Marley Education Center located at Irving Avenue in the City of Syracuse, New York, previously owned by Crouse Health, Inc.; (2) the Madison-Irving Surgical Center condominium located at South Crouse Avenue #500, in the City of Syracuse, New York, previously owned by Crouse Health Properties, Inc.; (3) the Crouse Business Center located at South Crouse Avenue in the City of Syracuse, New York, previously owned by Crouse Health Enterprises, Inc.; and (4) certain equipment previously used in connection with the former CIMH Management Services Corp. facility located at 736 Irving Avenue, in the City of Syracuse, New York, previously owned by CIMH Management Services. The OCIDA Series 2007 Bonds were issued by OCIDA to undertake a certain capital improvement project at the Hospital Facility consisting of new mechanical, electrical and plumbing infrastructure to service the Hospital s existing 14-operating room surgical center, including construction of an approximately 28,500 square foot below grade structure to house the new equipment and the construction of a new emergency power and cooling tower plant. The SIDA Series 2007 Bonds were issued by SIDA to undertake a certain capital improvement project at the Hospital Facility and at a facility located 410 South Crouse Avenue in the City of Syracuse, New York. Specifically, proceeds of the SIDA Series 2007B Bonds were applied by the Hospital to (i) acquire a interventional radiology lab and a cardiac catheterization lab and undertake certain minor renovations to the Hospital Facility to accommodate such equipment and (ii) refinance certain outstanding indebtedness of the Hospital which was used to (a) finance the acquisition of a pediatric cardiac catheterization lab and a 64 slice CT scanner as well as (b) acquire a building located at 410 South Crouse Avenue in Syracuse, New York to house the Hospital s outpatient substance abuse services. Crouse Health System, Inc., the Hospital s parent corporation, owns (a) the parking garage and parking facilities that service the Hospital Facility, (b) the Marley Education Center (home of the Hospital's School Nursing), (c) the Madison-Irving Surgery Center (off-site ambulatory surgery center) and (d) the Crouse Business Center (off-site business office). All such properties are leased to and managed by the Hospital. The Hospital owns and operates the

6 Hospital Facility. The Issuer will loan the proceeds of the Bonds to the Hospital to finance a portion of the Project pursuant to a Loan Agreement, executed and delivered contemporaneously with the issuance of the Bonds (the Loan Agreement ), by and between the Issuer and the Hospital. The Hospital has requested that the Issuer issue the Bonds. The Bonds will be special limited obligations of the Issuer payable solely from the revenues derived from the payments made by the Hospital pursuant to the Loan Agreement and secured by certain assets of the Hospital pledged to the repayment of the Bonds. The Issuer will at said time and place provide a reasonable opportunity to all interested persons to present their views, either orally or in writing, on the location and nature of the Project and the proposed plan of financing for the Project by the issuance from time to time of the Bonds. Under the Code, approval of the issuance of one or more series of the Bonds by the Mayor of the City of Syracuse is necessary under Section 147(f) of the Code in order for the interest on one or more series of the Bonds to be excluded from the gross income for federal income tax purposes. THE BONDS SHALL NOT BE A DEBT OF THE STATE OF NEW YORK OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY OF SYRACUSE, AND NEITHER THE STATE OF NEW YORK NOR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY OF SYRACUSE, SHALL BE LIABLE THEREON. Dated: October 3, 2017 Syracuse Local Development Corporation

7 Syracuse Local Development Corporation 333 West Washington St, Suite 130 Syracuse, NY Tel (315) Fax (315) PLEASE POST PLEASE POST PLEASE POST Public Meeting Notice THE SYRACUSE LOCAL DEVELOPMENT CORPORATION Has Scheduled An AUDIT And FINANCE Committee MEETING At 8:10 a.m And A Board of Directors Meeting At 8:15 a.m. On Tuesday October 17, 2017 IN THE Syra Stat Room 215 CITY HALL 233 EAST WASHINGTON STREET SYRACUSE, NEW YORK For More Information, Please Contact the Department of Neighborhood and Business Development Office

8 Syracuse Local Development Corporation 201 East Washington Street Syracuse, N.Y Tel (315) Agenda Item: 3 EXECUTIVE SUMMARY ATTACHMENTS: Title: Crouse Health Hospital, Inc. d/b/a Crouse Hospital Requested By: Honora Spillane 1. Application. 2. Resolution. OBJECTIVE: Approval of a resolution authorizing the Agency to undertake the project. DESCRIPTION: Direct expenditure of fund: Yes No Type of financial assistance requested PILOT Sales Tax Exemption Mortgage Recording Tax Exemption Tax Exempt Bonds Other SUMMARY: The Corporation has received an application from the Company to issue tax exempt bonds in an amount not to exceed $25,000, to refund (refinance) several series of bonds as outlined in the request that were previously issued on behalf of the hospital by both the Onondaga County Industrial Development Agency and the Syracuse Industrial Development Agency. A TEFRA Public Hearing regarding the Project will be held immediately preceding both the joint Audit and Finance Committee meeting and the Board of Directors meeting of October 17, REVIEWED BY: Executive Director Audit Committee Governance Committee Finance Committee Meeting: October 17, 2017 Prepared By: J. A. DeLaney

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19 Syracuse Local Development Corporation 201 East Washington Street Syracuse, N.Y Tel (315) Agenda Item: 4 EXECUTIVE SUMMARY ATTACHMENTS: Title: Directors and Officers Insurance. Requested By: Honora Spillane 1. Proposal. (Under separate cover) OBJECTIVE: Approval of a proposal for Directors & Officers Insurance for 2018 in an amount not to exceed $ DESCRIPTION: Direct expenditure of fund: Yes No Type of financial assistance requested PILOT Sales Tax Exemption Mortgage Recording Tax Exemption Tax Exempt Bonds Other SUMMARY: Renewal of D&O liability insurance in the amount of $1,000, for 2018 premium not to exceed $ REVIEWED BY: Executive Director Audit Committee Governance Committee Finance Committee Meeting: October 17, 2017 Prepared By: J. A. DeLaney

20 Syracuse Local Development Corporation 201 East Washington Street Syracuse, N.Y Tel (315) Agenda Item: 5 EXECUTIVE SUMMARY ATTACHMENTS: Title: Grossman St. Amour CPAS, PLLC 1. Engagement Letter Requested By: Honora Spillane OBJECTIVE: Approval of a proposal for certified public accounting services for the year DESCRIPTION: Direct expenditure of fund: Yes No Type of financial assistance requested PILOT Sales Tax Exemption Mortgage Recording Tax Exemption Tax Exempt Bonds Other SUMMARY: See attached. REVIEWED BY: Executive Director Audit Committee Governance Committee Finance Committee Meeting: October 17, 2017 Prepared By: J. A. DeLaney

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28 Syracuse Local Development Corporation 201 East Washington Street Syracuse, N.Y Tel (315) Agenda Item: 6 EXECUTIVE SUMMARY ATTACHMENTS: Title: Corporation Budget 1. Proposed Budget. Requested By: Honora Spillane OBJECTIVE: Approval of a proposed budget for the Corporation for DESCRIPTION: Direct expenditure of fund: Yes No Type of financial assistance requested PILOT Sales Tax Exemption Mortgage Recording Tax Exemption Tax Exempt Bonds Other SUMMARY: See attached. REVIEWED BY: Executive Director Audit Committee Governance Committee Finance Committee Meeting: October 17, 2017 Prepared By: J. A. DeLaney

29 SYRACUSE LOCAL DEVELOPMENT CORPORATION PROPOSED ANNUAL BUDGET FISCAL YEAR ENDING DECEMBER 31, Budget AGENCY, OPERATING & APPLICATION FEES 250,000 BANK INTEREST INCOME - TOTAL REVENUE 250,000 OFFICE EXPENSE 50 GRANT DISTRIBUTION - PROF SERVICES - AUDIT/ACCTING 3,000 LEGAL FEES - INSURANCE - DIRECTORS 2,000 MISC - BANK CHARGES 50 TOTAL EXPENSES 5,100 PROJECTED SURPLUS/ USE OF RESERVES 244,900

30 Accounts

31 SYRACUSE LOCAL DEVELOPMENT CORPORATION PROPOSED ANNUAL BUDGET FISCAL YEAR ENDING DECEMBER 31, Actual Budget Projected Budget AGENCY, OPERATING & APPLICATION FEES 416, ,000 BANK INTEREST INCOME TOTAL REVENUE 416, ,000 OFFICE EXPENSE GRANT DISTRIBUTION 400, PROF SERVICES - AUDIT/ACCTING - 3,000 3,000 3,000 LEGAL FEES INSURANCE - DIRECTORS 3,390 2,000 1,695 2,000 MISC - BANK CHARGES TOTAL EXPENSES 403,430 5,100 4,695 5,100 PROJECTED SURPLUS/ USE OF RESERVES 12,970 (5,100) (4,695) 244,900

32 SYRACUSE LOCAL DEVELOPMENT CORPORATION APPROVED ANNUAL BUDGET FISCAL YEAR ENDING DECEMBER 31, Actual AGENCY, OPERATING & APPLICATION FEES 416,400 BANK INTEREST INCOME - TOTAL REVENUE 416,400 OFFICE EXPENSE 40 GRANT DISTRIBUTION 400,000 PROF SERVICES - AUDIT/ACCTING - LEGAL FEES - INSURANCE - DIRECTORS 3,390 MISC - BANK CHARGES - TOTAL EXPENSES 403,430 CURRENT PROFIT (LOSS) 12,970

33 Budget Projected Budget Budget Budget Budget , Charges for s investment e , supplies and grants and d 3,000 3,000 3,000 3,000 3,000 3,000 professional professional 2,000 1,695 2,000 2,000 2,000 2,000 professional Other non o 5,100 4,695 5,100 5,100 5,100 5,100 (5,100) (4,695) 244,900 (5,100) (5,100) (5,100)

34 services earnings d materials donations l services contracts l services contracts l services contracts operating expenses

35 Syracuse Local Development Corporation 201 East Washington Street Syracuse, NY Tel (315) Minutes Board of Directors Meeting October 10, 2017 Board Members Present: M. Catherine Richardson, Esq., William Ryan, Kenneth Kinsey, Stephen Thompson. Board Members Excused: Donald Schoenwald, Esq. Staff Present: Honora Spillane, Susan Katzoff, Esq., Judith DeLaney, John Vavonese, Meghan Ryan, Esq., Debra Ramsey-Burns Others Present: Eric Ennis I. Call Meeting to order Mr. Ryan called the meeting to order at 11:00 am. II. Roll call Mr. Ryan acknowledged all Board members present with the exception of Mr. Schoenwald who was excused. III. Proof of Notice Mr. Ryan noted notice of the meeting had been timely and properly provided. IV. Minutes Mr. Ryan asked for a motion to approve the minutes from the September 19, Ms. Richardson made the motion. Mr. Thompson seconded the motion. ALL BOARD MEMBERS PRESENT UNANIMOUSLY APPROVED THE MINUTES FROM THE SEPTEMBER 19, 2017 BOARD OF DIRECTORS MEETING. V. New Business Committee Appointments Ms. Spillane advised the Board they were being asked to approve resolutions appointing the officers of the Corporation as members of the Audit, Finance, Governance.

36 There being no discussion Mr. Ryan asked for a motion. Ms. Richardson made a motion to approve three resolutions naming the officers of the Corporation as members of the respective Audit, Finance, and Governance Committees. Mr. Ryan asked for a motion requesting the approval of resolutions appointing the Officers of Syracuse Local Development Corporation as members of the Audit, Finance, and Governance Committee. Ms. Richardson made the motion for all three Resolutions. Mr. Kinsey seconded the motion. ALL BOARD MEMBERS PRESENT UNANIMOUSLY APPROVED THE FOLLOWING RESOLUTIONS: 1. RESOLUTION AUTHORIZING THE APPOINTMENT OF THE CHAIRMAN, VICE CHAIRMAN, TREASURER AND SECRETARY OF THE BOARD OF DIRECTORS OF THE SYRACUSE LOCAL DEVELOPMENT CORPORATION AS MEMBERS OF THE SYRACUSE LOCAL DEVELOPMENT CORPORATION S AUDIT COMMITTEE. 2. RESOLUTION AUTHORIZING THE APPOINTMENT OF THE CHAIRMAN, VICE CHAIRMAN, TREASURER AND SECRETARY OF THE BOARD OF DIRECTORS OF THE SYRACUSE LOCAL DEVELOPMENT CORPORATION AS MEMBERS OF THE SYRACUSE LOCAL DEVELOPMENT CORPORATION S FINANCE COMMITTEE. 3. RESOLUTION AUTHORIZING THE APPOINTMENT OF THE CHAIRMAN, VICE CHAIRMAN, TREASURER AND SECRETARY OF THE BOARD OF DIRECTORS OF THE SYRACUSE LOCAL DEVELOPMENT CORPORATION AS MEMBERS OF THE SYRACUSE LOCAL DEVELOPMENT CORPORATION S Governance COMMITTEE. VI. Adjournment There being no other business to discuss. Mr. Ryan asked for a motion to adjourn the meeting. Ms. Richardson made the motion. Mr. Thompson seconded the motion.. ALL BOARD MEMBERS PRESENT UNANIMOUSLY APPROVED A MOTION TO ADJOURN THE MEETING AT 11:10 A.M.

37 BOND RESOLUTION (Crouse Health Hospital, Inc. Project) A regular meeting of the Syracuse Local Development Corporation was convened on October 17, 2017, at [ ]:00 a.m. The following resolution was duly offered and seconded, to wit: RESOLUTION AUTHORIZING THE ISSUANCE, EXECUTION, SALE AND DELIVERY OF THE SYRACUSE LOCAL DEVELOPMENT CORPORATION S TAX-EXEMPT REVENUE REFUNDING BONDS (CROUSE HEALTH HOSPITAL, INC. PROJECT), IN ONE OR MORE SERIES IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $25,000,000 AND THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS WHEREAS, pursuant to the purposes and powers contained within Section 1411 of the Not-For-Profit Corporation Law of the State of New York (the State ), as amended and supplemented from time to time (the Act ), its certificate of incorporation filed on March 15, 2010 and Ordinance No. 67 adopted by the Common Council of the City of Syracuse on March 1, 2010 and approved by the Mayor of the City of Syracuse on March 2, 2010, the Issuer was established as a not-for-profit local development corporation of the State with the authority and power to own, lease and sell personal and real property for the purposes of promoting community and economic development and the creation of jobs in the non-profit and for-profit sectors for the citizens of the City of Syracuse (the City ) by developing and providing programs for not-for-profit institutions, manufacturing and industrial businesses and other entities to access low interest tax-exempt and non-tax-exempt financing for their eligible projects and undertaking projects and activities within the City for the purpose of relieving and reducing unemployment, bettering and maintaining job opportunities, carrying on scientific research for the purpose of aiding the City by attracting new industry to the City or by encouraging the development of, or retention of, an industry in the City, and lessening the burdens of government and acting in the public interest; and WHEREAS, Crouse Health Hospital, Inc. d/b/a Crouse Hospital (the Hospital ), a New York not-for-profit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ), has requested that the Issuer issue its taxexempt revenue bonds in one or more series in the aggregate principal amount not to exceed $25,000,000 (the Series 2017 Bonds ) for the purpose of financing a certain project (the Project ) consisting of: (A) the refunding of the outstanding principal amount of: (i) the Onondaga County Industrial Development Agency s Multi-Mode Variable Rate Demand Civic Facility Revenue Refunding Bonds (Crouse Health Hospital, Inc. Project), Series 2003 consisting of the Series 2003A Bonds (Tax-Exempt) and the Series 2003B Bonds (Taxable) (collectively, the OCIDA Series 2003 Bonds ); (ii) the City of Syracuse Industrial Development Agency s Multi-Mode Variable Rate Demand Civic Facility Revenue Refunding Bonds (Crouse Health System, Inc. Project), Series 2003 consisting of the Series 2003A Bonds (Tax-Exempt) and the Series 2003B Bonds (Taxable) (collectively, the SIDA Series 2003 Bonds ); (iii) the Onondaga Page 1 of 8

38 County Industrial Development Agency s Multi-Mode Variable Rate Demand Civic Facility Revenue Bonds (Crouse Health Hospital, Inc. Project), Series 2007A (the OCIDA Series 2007 Bonds ); and (iv) the City of Syracuse Industrial Development Agency s Multi-Mode Variable Rate Demand Civic Facility Revenue Bonds (Crouse Health Hospital Inc. Project), Series 2007B (the SIDA Series 2007B Bonds and together with the OCIDA Series 2003 Bonds, the SIDA Series 2003 Bond and the OCIDA Series 2007 Bonds, collectively, the Refunded Bonds ), (B) the payment of all or a portion of the costs incidental to the issuance of the Series 2017 Bonds, including issuance costs of the Series 2017 Bonds, capitalized interest, if any, and the funding any reserve funds as may be necessary to secure the Series 2017 Bonds (the above being hereinafter collectively referred to as the Costs of the Project or the Project Costs ). WHEREAS, the Issuer is contemplating providing financial assistance to the Hospital with respect to the Project in the form of the issuance of the Series 2017 Bonds in an amount not to exceed the lesser of the Costs of the Project (as defined in the Indenture described below) or $25,000,000; and WHEREAS, in accordance with Section 147(f) of the Code, the Issuer conducted a public hearing with respect to the issuance of the Series 2017 Bonds on October 17, 2017 at 8:00 a.m. at in the Common Council Chambers, City Hall, 233 East Washington Street, Syracuse, New York, following the publication on October 3, 2017, in The Post-Standard of a notice of said public hearing; and WHEREAS, the Series 2017 Bonds, are being issued pursuant to an Indenture of Trust, to be dated as of November 1, 2017 (the Indenture ), or such other date acceptable to the Chairman, Vice Chairman or Secretary of the Issuer (each an Authorized Officer ), by and between the Issuer and The Bank of New York Mellon, as trustee (the Trustee ); and WHEREAS, the Series 2017 Bonds shall be issued in one or more series and shall be designated Tax-Exempt Revenue Refunding Bonds (Crouse Health Hospital, Inc. Project), Series 2017 (the Series 2017 Bonds ); and WHEREAS, the Series 2017 Bonds are being sold by the Issuer to Siemens Public, Inc., its affiliates, permitted assigns or nominees (the Initial Holder ) pursuant to a certain Bond Purchase Agreement, to be dated as of November 1, 2017, or such other date acceptable to an Authorized Officer (the Bond Purchase Agreement ), by and among the Issuer, the Hospital and the Initial Holder; and WHEREAS, contemporaneously with the execution of the Bond Purchase Agreement, the Hospital shall also enter into a Continuing Covenant Agreement, to be dated as of November 1, 2017, or such other date acceptable to an Authorized Officer (the Continuing Covenant Agreement ), by and between the Hospital and the Initial Holder; and WHEREAS, the Issuer will loan the net proceeds derived from the issuance of the Series 2017 Bonds to the Hospital pursuant to a certain Loan Agreement, to be dated as of November 1, 2017 (the Loan Agreement ), or such other date acceptable to an Authorized Officer, by and between the Issuer and the Hospital, with the payments made by the Hospital thereunder being Page 2 of 8

39 sufficient to pay the principal of, premium, if any and interest on the Series 2017 Bonds, and the Issuer shall assign its rights (except Unassigned Rights and any rebate amounts) under the Loan Agreement to the Trustee, pursuant to a certain Pledge and Assignment, to be dated as of November 1, 2017 or such other date acceptable to an Authorized Officer, from the Issuer to the Trustee with Acknowledgement thereof by the Hospital (the Assignment ); and WHEREAS, to secure its obligations with respect to the Series 2017 Bonds, the Hospital will execute and deliver a master note (the Series 2017 Note ) from the Hospital to the Master Trustee to be issued under, and secured by a parity lien on the Hospital s gross receipts, in accordance with the terms of the Crouse Health Hospital, Inc. Amended and Restated Master Indenture dated as of September 1, 2003 (the Master Trust Indenture ) by and between the Hospital and The Bank of New York Mellon, as Master Trustee (the Master Trustee ) as the same shall be supplemented by a Fourteenth Supplemental Master Trust Indenture dated as of November 1, 2017 (the Fourteenth Supplemental Indenture ) from the Hospital to the Master Trustee; and WHEREAS, the Hospital s obligations under the Series 2017 Note will be secured by a Mortgage, Assignment of Leases and Rents, and Security Agreement (the Series 2017 Mortgage ) from the Hospital to the Master Trustee; and WHEREAS, the Series 2017 Mortgage will be pari passu with the Master Trust Mortgages (as defined in the Master Trust Indenture) heretofore or hereafter delivered to the Master Trustee; and WHEREAS, the proceeds of the Series 2017 Bonds will be disbursed in accordance with the Indenture, the Loan Agreement and the Bond Purchase Agreement; and WHEREAS, in accordance with Section 2824(8) of the Public Authorities Law of the State, the Finance Committee of the Issuer has reviewed information relating to the proposed issuance of the Series 2017 Bonds and recommends that the Issuer proceed with the issuance thereof. NOW, THEREFORE, BE IT RESOLVED by the Syracuse Local Development Corporation as follows: Section 1. It is the policy of the State to promote the economic welfare, recreation opportunities and prosperity of its inhabitants and to actively promote, attract, encourage and develop recreation and economically sound commerce and industry for the purpose of preventing unemployment and economic deterioration. Section 2. It is among the purposes of the Issuer to promote, develop, encourage and assist in the acquisition, construction, rehabilitation and improvement of facilities for not-forprofit corporations and thereby relieve and reduce unemployment, better maintain job opportunities and lessen the burdens of government. Page 3 of 8

40 Section 3. Based upon representations made by the Hospital to the Issuer, the Issuer makes the following findings and determinations: (a) the Project is in furtherance of the purposes of the Issuer; and (b) the issuance of the Series 2017 Bonds will be an inducement to the Hospital to refinance indebtedness, the proceeds of which were used in part to renovate, reconstruct and operate Hospital buildings and improvements in the City of Syracuse; and (c) it is desirable and in the public interest for the Issuer to issue the Series 2017 Bonds to finance the Costs of the Project, together with certain related costs and amounts, in an aggregate amount not to exceed $25,000,000; and (d) the Hospital is not undertaking the Project in place of, on behalf of, for the benefit of, or at the request of the Issuer. Section 4. In consequence of the foregoing, the Issuer hereby determines to: (a) execute the Indenture, in substantially the form presented to this meeting with such amendments or modifications as an Authorized Officer deems necessary under the circumstances, provided no such amendment or modification materially alters the risk to the Issuer, and issue the Series 2017 Bonds pursuant to the terms thereto; and (b) execute the Bond Purchase Agreement, in form and substance used in other similar transactions, with such amendments or modifications as an Authorized Officer deems necessary under the circumstances, provided no such amendment or modification materially alters the risk to the Issuer; and (c) execute the Loan Agreement, in substantially the form presented to this meeting with such amendments or modifications as an Authorized Officer deems necessary under the circumstances, provided no such amendment or modification materially alters the risk to the Issuer and loan the net proceeds derived from the issuance of the Series 2017 Bonds to the Hospital pursuant to the terms thereof; and (d) issue, sell and deliver the Series 2017 Bonds to the Initial Purchaser on or before July 1, 2018 or such other date acceptable to an Authorized Officer, subject however to the approval of the final terms for the Series 2017 Bonds and the terms and conditions of the Bond Purchase Agreement consistent with this resolution, and the prior written approval of all terms contained therein, and of the terms of the Series 2017 Bonds, by an Authorized Officer and by the Hospital; and (e) assign certain of its rights (excluding Unassigned Rights and any rebate amounts) under the Loan Agreement pursuant to the Assignment; and Page 4 of 8

41 (f) loan the proceeds of the Series 2017 Bonds to the Hospital for purposes of financing a portion of the Costs of the Project in accordance with the Bond Purchase Agreement and the Loan Agreement; and (g) execute a Tax Compliance Agreement, in form and substance used in other similar transactions, to be dated the closing date of the Series 2017 Bonds, between the Hospital and the Issuer (the Tax Compliance Agreement ) and a completed Internal Revenue Service Form 8038 (Information Return for Private Activity Bonds) relating to the Series 2017 Bonds (the Information Return ) and file the Information Return with the Internal Revenue Service in connection with the issuance of the Series 2017 Bonds; and (h) execute and deliver all other certificates and documents required in connection with issuance and sale of the Series 2017 Bonds, including the documents identified on the draft closing memorandum and any other documents as may be required to accomplish the Project (collectively, with the Series 2017 Bonds, the Indenture, the Bond Purchase Agreement, the Loan Agreement, the Assignment, the Tax Compliance Agreement and the Information Return, the Financing Documents ) and qualify the interest on the Series 2017 Bonds for taxexempt status under Section 103 of the Code. Section 5. The Issuer is hereby authorized to assist the Hospital with the Project, to finance the Costs of the Project, including the funding of a debt service reserve fund, if any, and costs of issuance, by the issuance of the Series 2017 Bonds; and all acts previously taken by the Issuer with respect to the Project, the undertaking of the Project by the Hospital and the issuance of the Series 2017 Bonds are hereby approved, ratified and confirmed. Section 6. Subject to receipt of the approval of the Mayor of the City of Syracuse (the Mayor ) of the issuance of the Series 2017 Bonds pursuant to, and solely for the purposes of, Section 147 of the Code, the Issuer is hereby authorized to issue, execute, sell and deliver the Series 2017 Bonds to the Initial Purchaser in accordance with the provisions of the Bond Purchase Agreement and the terms authorized in the Indenture and this resolution. Each of the Authorized Officers is hereby authorized, on behalf of the Issuer, to execute (by manual or facsimile signature) and deliver the Financing Documents, on such terms and conditions as shall be consistent with this resolution and approved by an Authorized Officer, the execution thereof by such Authorized Officer constituting conclusive evidence of such approval. Section 7. Subject to receipt of the approval of the Mayor of the issuance of the Series 2017 Bonds pursuant to, and solely for the purposes of, Section 147 of the Code and the other limitations contained herein, the Issuer, through an Authorized Officer, is hereby authorized to issue, execute, sell and deliver to the Initial Purchaser the Series 2017 Bonds in the aggregate principal amount of up to $25,000,000, pursuant to the Act and in accordance with the Indenture and the Bond Purchase Agreement; provided that: (a) the Series 2017 Bonds authorized to be issued, executed, sold and delivered pursuant to this Section 7: (i) shall be issued, executed, sold and delivered at such time as an Authorized Officer shall determine, (ii) shall be in such aggregate principal amount (not to exceed $25,000,000) as is hereafter approved by an Authorized Officer, (iii) shall bear interest at Page 5 of 8

42 such rate or rates as are set forth in the Series 2017 Bonds and the Indenture or as are hereafter approved by an Authorized Officer, and (iv) shall be subject to prepayment prior to maturity, and have such other provisions and be issued in such manner and on such conditions as are set forth in the Series 2017 Bonds and the Indenture, as approved by an Authorized Officer; and (b) the Series 2017 Bonds shall be issued solely for the purpose of providing funds to assist the Hospital in financing the Costs of the Project, the funding of a debt service reserve fund, if any, the administrative, legal, financial, and other expenses of the Issuer in connection with such assistance and incidental to the issuance of the Series 2017 Bonds, as such costs are more specifically set forth in the Financing Documents; and (c) the Series 2017 Bonds and the interest thereon are not and shall never be a debt of the State of New York or the City of Syracuse, New York, and neither the State of New York nor the City of Syracuse shall be liable thereon; and (d) the Series 2017 Bonds, together with interest payable thereon, shall be special obligations of the Issuer payable solely from the revenues and receipts derived from the payments to be made by the Hospital pursuant to the Loan Agreement and from the enforcement of the security provided by the other Financing Documents. Section 8. Notwithstanding any other provision of this resolution, the Issuer covenants that it will make no use of the proceeds of the Series 2017 Bonds or of any other funds which, if such use had been reasonably expected on the date of issuance of the Series 2017 Bonds, would cause the Series 2017 Bonds to be arbitrage bonds within the meaning of Section 148 of the Code. Section 9. Each of the Authorized Officers is hereby authorized and directed for and in the name and on behalf of the Issuer to do all acts and things required or provided by the provisions of the Financing Documents, and to execute and deliver all Financing Documents, and to do all such further acts and things as may be necessary or in the opinion of an Authorized Officer acting on behalf of the Issuer, desirable and proper to effect the purposes of this resolution and to cause compliance by the Issuer with all of the terms, covenants, and provisions of the Financing Documents binding upon the Issuer. Section 10. Trespasz & Marquardt, LLP, as Bond Counsel for the Issuer, is hereby authorized to work with counsel to the Issuer and the Hospital and others to prepare for submission to the Issuer, all documents necessary to effect the authorization, issuance and sale of the Series 2017 Bonds and reimbursement of the cost of all such work prior to the date hereof is hereby authorized to the extent permitted by the Code. Section 11. This resolution shall constitute the adoption of official intent (within the meaning of the United States Treasury Regulations Section (d)) with respect to issuance of the Series 2017 Bonds and the original expenditures which are reasonably expected to be reimbursed from the proceeds of the Series 2017 Bonds. Page 6 of 8

43 Section 12. The Chairman, Vice Chairman and Secretary of the Issuer are hereby authorized and directed to distribute copies of this resolution to the Hospital and to do such further things or perform such acts as may be necessary or convenient to implement the provisions of this resolution. Section 13. It is hereby found and determined that all formal actions of the Issuer concerning and relating to the adoption of this resolution were adopted in an open meeting of the Issuer; and that all deliberations of the Issuer and of any of its committees that resulted in such formal actions were in meetings open to the public, in compliance with all legal requirements. Section 14. Due to the complex nature of this transaction, the Issuer hereby authorizes each of its Authorized Officers to approve, execute and deliver such further agreements, documents and certificates as the Issuer may be advised by counsel to the Issuer and/or Bond Counsel to be necessary or desirable to effectuate the foregoing, such approval to be conclusively evidenced by the execution of any such agreements, documents or certificates by an Authorized Officer acting on behalf of the Issuer. Section 15. This resolution shall take effect immediately and the Series 2017 Bonds are hereby ordered to be issued in accordance with this resolution. Yea Nay Abstain Absent The resolution was thereupon duly adopted. Page 7 of 8

44 STATE OF NEW YORK ) ss: COUNTY OF ONONDAGA ) I, the undersigned Secretary of the Syracuse Local Development Corporation DO HEREBY CERTIFY: That I have compared the annexed extract of minutes of the meeting of the Syracuse Local Development Corporation (the Issuer ), including the resolution contained therein, held on October 17, 2017, with the original thereof on file in my office, and that the same is a true and correct copy of the proceedings of the Issuer and of such resolution set forth therein and of the whole of said original insofar as the same related to the subject matters therein referred to. I FURTHER CERTIFY, that all members of the Board of Directors of said Issuer had due notice of said meeting, that the meeting was in all respects duly held and that, pursuant to Article 7 of the Public Officers Law (Open Meetings Law), said meeting was open to the general public, and that public notice of the time and place of said meeting was duly given in accordance with such Article 7. I FURTHER CERTIFY, that there was a quorum of the Board of Directors of the Issuer present throughout said meeting. I FURTHER CERTIFY, that as of the date hereof, the attached resolution is in full force and effect and has not been amended, repealed or modified. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Issuer this 6th day of October, By: Name: Title: Secretary Page 8 of 8