RESOLUTION
The 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 12701 on February 19, 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 CS Brylinski, Executive Director
Elizabeth A. Hunt, Agency Executive Assistant
Walter F. Garigliano, Esq., Agency Counsel
The following resolution was duly offered by ___________________, and seconded by _______________________ to wit:
Resolution No. ___ – 13
RESOLUTION AUTHORIZING, APPROVING AND CONSENTING TO THE EXECUTION AND DELIVERY BY THE AGENCY’S CHAIRMAN OR CHIEF EXECUTIVE OFFICER OF A PROJECT TERMINATION AGREEMENT AND ANY AND ALL RELATED DOCUMENTS RECONVEYING REAL PROPERTY AND PERSONAL PROPERTY RELATING TO THE SWAN LAKE RESORT HOTEL, LLC (“SW HOTEL”) AND SWAN LAKE GOLF AND COUNTRY CLUB, INC. (“SW GCC” AND TOGETHER WITH SW HOTEL COLLECTIVELY, THE “COMPANY”) 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, the Agency and the Company entered into a Payment in Lieu of Tax Agreement, dated December 1, 1998 (“PILOT Agreement”); and
WHEREAS, on or about December 1, 1998, the Agency and the Company entered into a sale/leaseback transaction wherein the Agency took title to the Company’s real property in the Towns of Liberty and Bethel, County of Sullivan, State of New York to facilitate the acquisition, renovation and equipping of the former Stevensville hotel and golf course (“Project”); and
WHEREAS, the Agency and the Company entered into the following documents:
- Bill of Sale to SW Hotel;
- Bill of Sale to SW GCC;
- Lease Agreement and memorandum thereto (collectively, the “Lease”);
- Payment in Lieu of Tax Agreement (“PILOT Agreement”);
; and
The documents listed in (1) through (4) listed above are collectively referred to as the “Project Documents”;
WHEREAS, the Agency took title to the Land by Bargain and Sale Deed, dated December 1, 1998, which was recorded on January 7, 1999 in the office of the Sullivan County Clerk in Liber 2075 of Land Records at Page 368; and
WHEREAS, as per Section 2.5 of the Lease, dated December 1, 1998 by and between the Agency and the Company, the Lease terminates on February 20, 2013 (“Termination Date”); and
WHEREAS, the Company and the Agency desire to enter into a Project Termination Agreement to insure that either PILOT Payments or ad valorem real estate taxes (“Taxes”) are paid by the Company for all time periods and to further insure that there are no periods when both PILOT Payments and Taxes are charged to the Company or neither PILOT Payments nor Taxes are charged to the Company.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Chairman and Chief Executive Officer of the Agency are each hereby (individually or together) authorized, empowered, and directed, on behalf of the Agency, to execute, deliver and record (as may be the case) (a) a Quit Claim Deed transferring the Land from the Agency to the Company; and (b) a Project Termination Agreement effective as of the Termination Date, all in form approved by Counsel to the Agency with such changes, variations, omissions and insertions as the Chairman and/or Chief Executive Officer of the Agency so executing the same shall approve.
Section 2. The execution and delivery of the agreement transfer instruments contemplated by Section 1 above is conditioned upon:
a) payment by the Company to the Agency of any remaining amounts due the Agency under the Project Documents; and
b) payment by the Company to the Agency or its professional representatives all fees and costs associated with formalizing 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 resolution 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 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
The resolutions were thereupon duly adopted.
STATE OF NEW YORK :
:SS
COUNTY OF SULLIVAN :
I, the undersigned Secretary (Assistant) of the Agency DO HEREBY CERTIFY THAT:
1. I have compared the foregoing copy of a resolution of the 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 19th day of February, 2013 at 10:00 a.m. at the SullivanCountyGovernmentCenter, 100 North Street, Village of Monticello, New York12701, 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 19th day of February, 2013.
____________________________________
Secretary
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