RESOLUTION
A Special meeting of the County of Sullivan Industrial Development Agency (“Agency”) was convened in public session on May 26, 2015, at 10:00 a.m., local time, at the Sullivan County Government Center, 100 North Street, Monticello, New York 12701.
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 [ √ ] [ ]
Edward T. Sykes [ √ ] [ ]
Suzanne Loughlin [ ] [ √ ]
Charles Barbuti, Jr. [ √ ] [ ]
Sean Rieber [ √ ] [ ]
Howard Siegel [ √ ] [ ]
Carol Roig [ ] [ √ ]
Paul Guenther [ √ ] [ ]
The following persons were also present:
Steve White, Chief Executive Officer
Jennifer C.S. Brylinski, Agency Executive Director
Jennifer M. Flad, Agency Vice-President of Government Affairs and Business Development
Walter F. Garigliano, Agency General Counsel
The following resolution was duly offered by Edward Sykes, and seconded by Howard Siegel, to wit:
Resolution No. 15 – 15
RESOLUTION OF THE AGENCY (I) APPOINTING CATSKILL DISTILLING COMPANY, LTD. (“COMPANY”) AS AGENT OF THE AGENCY FOR THE PURPOSE OF ACQUIRING, CONSTRUCTING, RENCONSTRUCTING, INSTALLING AND EQUIPPING OF A PROJECT (AS HEREINAFTER DEFINED); (II) MAKING CERTAIN FINDINGS AND DETERMINATIONS WITH RESPECT TO THE PROJECT (AS HEREINAFTER DEFINED); (III) AUTHORIZING THE EXECUTION AND DELIVERY OF AN AGENT AGREEMENT BETWEEN THE AGENCY AND THE COMPANY; (IV) AUTHORIZING THE AGENCY TO EXECUTE THE LEASE AGREEMENT, PAYMENT IN LIEU OF TAX AGREEMENT (“PILOT AGREEMENT”) AND RELATED DOCUMENTS WITH RESPECT TO THE ACQUISITION, CONSTRUCTION, RECONSTRUCTION, INSTALLATION AND EQUIPPING OF THE PROJECT; AND (V) TO AMEND AND RESTATE THE 2009 PROJECT DOCUMENTS (AS HEREINAFTER DEFINED)
WHEREAS, by Title 1 of Article 18-A of the General Municipal Law of the State of New York (“State”), as amended, and Chapter 560 of the Laws of 1970 of the State of New York, as amended and codified as Section 960 of the General Municipal Law (collectively, the “Act”), the Agency was created with the authority and power to own, lease and sell property as authorized by the Act; and
WHEREAS, on August 12, 2009, the Company and the Agency closed a sale/leaseback transaction consisting of the: (i) acquisition, construction, installation and equipping of a building to consist of approximately 4,650″ square feet with an approximately 900″ square foot mezzanine to house a micro-distillery (“Distillery”) and acquisition, reconstruction, rehabilitation, installation and equipping of an existing building to house an office and operations center for the Distillery (“2009 Office Building and together with the Distillery, collectively, the “2009 Buildings”) situate on two (2) parcels of real estate consisting of approximately 8.90″ acres to be located along State Route 17B in the Town of Bethel (“Town”), County of Sullivan (“County”), State and identified on the Town tax map as Section 26, Block 1, Lot 6 and Section 22, Block 1, Lot 62 (“Land”) and related facilities in which the Agency acquired an interest; (ii) acquisition and installation thereon and therein of certain furniture, fixtures, machinery, equipment and tools (“2009 Equipment”); (iii) construction of improvements to the 2009 Buildings, the Land and the 2009 Equipment (collectively, the 2009 Buildings, the Land and the 2009 Equipment are referred to as the “2009 Project”); and (iv) lease of the 2009 Project from the Agency to the Company; and
WHEREAS, the Company and the Agency entered into the following documents:
- Amended and Restated Agent Agreement, dated August 11, 2009;
- Bill of Sale to the Agency, dated August 12, 2009;
- Lease Agreement and memorandum thereto, dated August 12, 2009; and
- Payment in Lieu of Taxation Agreement, dated August 12, 2009;
Items #1 through #4 are collectively referred to as the (“2009 Project Documents”); and
WHEREAS, on April 27, 2015, the Company presented an application (“Application”) to the Agency, a copy of which is on file at the office of the Agency, requesting that the Agency consider undertaking the Project consisting of: (i) the renovation, installation and equipping of the 2009 Office Building for use as a restaurant/saloon and office building (“Restaurant/Saloon”); (ii) the renovation, installation and equipping of an existing barn approximately 900± square feet in size for use to age whiskey (“Barrel House #1”); (iii) construction, installation and equipping of a storage facility approximately 1,680± square feet in size for use to age whiskey (“Barrel House #2”); (iv) the construction, installation and equipping of a 2 story storage facility approximately 9,000± square feet in size to be used for storage and to age whiskey (“Storage/Barrel House #3”); (v) the construction, renovation, installation and equipping of an existing building to be used as a garage (“Garage”); (vi) the construction, renovation, installation and equipping of an existing building to be used as an office and art gallery (“Office/Gallery” and together with the Restaurant/Saloon, the Barrel House #1, the Barrel House #2, the Storage/Barrel House #3 and Garage are collectively referred to as the “Buildings”) all situate on the Land; (vii) the acquisition and installation thereon and therein of certain furniture, fixtures, machinery, equipment and tools (“Equipment”); (viii) the construction of improvements to the Buildings, the Land and the Equipment (collectively, the Buildings, the Land and the Equipment are referred to as the “Project”); and (ix) leasing of the Project from the Agency to the Company; and
WHEREAS, it is contemplated that the Agency will (i) designate the Company as its agent for the purpose of constructing, renovating, installing and equipping the Project; (ii) negotiate and enter into certain documents, instruments, agreements and certificates necessary (“2015 Project Documents” together with the 2009 Project Documents collectively, referred to as the “Project Documents”); (iii) amend and restate the 2009 Project Documents; and (iv) provide financial assistance to the Company in the form of (a) a sales tax exemption for purchases related the acquisition, construction, renovation, installation and equipping of the Project; and (b) a mortgage tax exemption for financing related to the Project; and
WHEREAS, pursuant to Article 8 of the Environmental Conservation Law and the regulations adopted pursuant thereto by the Department of Environmental Conservation of the State of New York (“SEQR”), the Agency constitutes a “State Agency”; and
WHEREAS, to aid the Agency in determining whether the Project may have significant adverse effects on the environment, the Company has presented a Short Environmental Assessment Form (“EAF”) to the Agency with respect to the Project for its review; and
WHEREAS, the Agency has given due consideration to the Application of the Company and to representations by the Company that the proposed financial assistance is an inducement to the Company to undertake the Project; and
WHEREAS, the Agency has considered the following matters as more fully set forth in its Uniform Tax Exemption Policies:
- Permanent private sector job creation and retention;
- Estimated value of the tax exemption;
- Whether the affected taxing jurisdictions shall be reimbursed by the Company if the Project does not fulfill the purposes for which the exemption was granted;
- Impact of Project on existing and proposed business or economic development projects;
- The amount of private sector investment generated or likely to be generated by the Project;
- Demonstrated public support for the Project;
- Likelihood of accomplishing the Project in a timely fashion;
- Environmental Impact;
- Extent to which the Project will require additional services including, but not limited to educational, police, transportation, EMS, and fire;
- Extent to which the Project will provide additional revenues; and
- Extent to which the Project will serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State;
and
WHEREAS, the Agency desires to encourage the Company to advance the job opportunities, health, general prosperity and economic welfare of the people of Sullivan County, New York by providing the contemplated financial assistance and undertaking the Project.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Company has presented to the Agency, among other things:
(A) An Application in form acceptable to the Agency;
(B) A Cost/Benefit Analysis relating to the proposed financial assistance (“CBA”); and
(C) The EAF.
Section 2. The Project involves an Unlisted Action as said term is defined in the State Environmental Quality Review Act (“SEQR”). Based upon the review by the State Agency, as lead agency for SEQR review, of the EAF other representations made by the Company to the Agency in connection with the Project, the Agency hereby finds that (i) the Project will result in no major impacts and, therefore, is one which may not cause significant damage to the environment; (ii) the Project will not have a “significant effect on the environment” as such quoted terms are defined in article 8 of the Environmental Conservation Law and Regulations adopted pursuant thereto by the Department of Environmental Conservation of the State; and (iii) no “environmental impact statement” as such quoted term is defined in SEQR, need to be prepared for this action. This determination constitutes a negative declaration for the purpose of SEQR. The Agency’s findings are incorporated in Part II of the EAF.
Section 3. Based upon representations made by the Company to the Agency, the Agency hereby makes, finds and determines as follows:
(A) By virtue of the Act, the Agency has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act;
(B) It is desirable and in the public interest for the Agency to (i) appoint the Company as its agent for purposes of constructing, renovating, installing and equipping the Project; and (ii) amend and restate the 2009 Project Documents; and
(C) The Agency has the authority to take the actions contemplated therein under the Act; and
(D) The action to be taken by the Agency will induce the Company to develop the Project, thereby increasing employment opportunities in Sullivan County and otherwise furthering the purposes of the Agency as set forth in the Act.
Section 4. Subject to the Company executing an Agent Agreement in form and substance approved by the Chief Executive Officer of the Agency, the Agency hereby authorizes the Company to proceed with the construction, renovation, installation and equipping of the Project and hereby appoints the Company as the true and lawful agent of the Agency to construct, renovate, install and equip the Project on behalf of the Agency; with the authority to delegate its status as agent of the Agency to the Company’s agents, subagents, contractors, subcontractors, suppliers, vendors and other such parties as the Company may chose. The appointment described above includes the following activities as they relate to the construction, renovation, installation and equipping of the Project, whether or not the materials, services or supplies described below are incorporated into or become an integral part of the Project; (i) all purchases, leases, rentals and other uses of tools, machinery and equipment in connection with constructing, renovating, installing and equipping the Project; (ii) all purchases, rentals, uses or consumption of supplies, materials and services of every kind and description in connection with construction, renovation, installation and equipping of the Project; and (iii) all purchases, leases, rentals and uses of equipment, machinery, and other tangible personal property (including installation costs with respect thereto), installed or placed in, upon or under the Project, including all repairs and replacements of such property. This agency appointment includes the power to make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions, as the stated agents for the Agency, and in general to do all things which may be requisite or proper for completing the Project, all with the same powers and with the same validity as the Agency could do if acting on its own behalf. The aforesaid appointment of the Company as agent of the Agency to construct, reconstruct and equip the Project shall expire on July 31, 2015 unless the Project documents have not been negotiated, executed and delivered.
Section 5. The Chief Executive Officer of the Agency is hereby authorized, on behalf of the Agency, to negotiate definitive terms of the Project documents; provided the payments under the Project documents include payments of all costs incurred by the Agency arising out of or related to the Project and indemnification of the Agency by the Company for actions taken by the Company and/or claims arising out of or related to the Project.
Section 6. 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 this resolution 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 7. It is hereby found and determined that all formal actions of the Agency concerning and relating to the adoption of this resolution were adopted in an open meeting of the Agency; and that all deliberations of the Agency and of any of its committees that resulted in such formal action were in meetings open to the public, in compliance with all legal requirements.
Section 8. The Executive Director, Counsel to the Agency and the Chief Executive Officer each acting individually are hereby authorized and directed (i) to distribute copies of this resolution to the Company; and (ii) to do such further things or perform such acts as may be necessary or convenient to implement the provisions of this resolution.
Section 9. This resolution shall take effect immediately.
THE MEMBERS VOTED ON THE FOREGOING RESOLUTION AS FOLLOWS:
Ira Steingart [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
Sean Rieber [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Howard Siegel [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Carol Roig [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
Paul Guenther [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Section 10. This resolution shall take effect immediately.
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 (“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.
- Such resolution was passed at a meeting of the Agency duly convened in public session on the 26th day of May, 2015 at 10:00 a.m. at the Sullivan County Government Center, 100 North Street, Village of Monticello, Sullivan County, New York, at which the following members were present:
PRESENT ABSENT
Ira Steingart [ √ ] [ ]
Edward T. Sykes [ √ ] [ ]
Suzanne Loughlin [ ] [ √ ]
Charles Barbuti, Jr. [ √ ] [ ]
Sean Rieber [ √ ] [ ]
Howard Siegel [ √ ] [ ]
Carol Roig [ ] [ √ ]
Paul Guenther [ √ ] [ ]
- 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
Edward T. Sykes [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
Sean Rieber [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Howard Siegel [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Carol Roig [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
Paul Guenther [ √ ] 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 26th day of May, 2015. ____________________________________
Secretary
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