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. 06 – 16
RESOLUTION (I) CONSENTING TO THE TRANSFER OF THE 457 BROADWAY PROJECT FROM 457 EQUITIES, LLC (“457 LLC”) TO 457 EQUITIES MONTICELLO CORP. (“457 CORP.”); AND (II) AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY BY THE AGENCY OF ONE OR MORE MORTGAGES (AND RELATED DOCUMENTS) IN AN AGGREGATE AMOUNT NOT TO EXCEED $775,000 DOLLARS IN FAVOR OF WAYNE BANK (“WAYNE BANK”)
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 1, 2004, 457 LLC presented an application to the Agency, a copy of which is on file at the office of the Agency, requesting that the Agency consider undertaking a project to consist of the (i) construction, reconstruction, renovation, installation and equipping of a building to consist of approximately 23,000 square feet (“Building”) situate on one (1) parcel of real estate consisting of <1.00 acre to be located at 457 Broadway in the Village of Monticello, Town of Thompson, County of Sullivan, State of New York and identified on the Town of Thompson tax map as Section 115, Block 6, Lot 2 (“Land”) and related facilities to be owned by the Agency; (ii) acquisition and installation thereon and therein of certain furniture, fixtures, machinery, equipment and tools (“Equipment”); (iii) construction of improvements to the Building, the Land and the Equipment (collectively, the Building, the Land and the Equipment are referred to as the “457 Broadway Project”); and (iv) lease of the Facility from the Agency to 457 LLC; and
WHEREAS, 457 LLC executed and delivered for the benefit of Astoria Federal Savings and Loan Association a mortgage in the original principal amount of $950,000, which mortgage was dated, May 2, 2005 and recorded in the Office of the Clerk of Sullivan County on June 2, 2005 in Liber 2973 of Land Records at Page 247 (“Astoria Mortgage”); and
WHEREAS, on or about September 1, 2005, 457 LLC and the Agency closed a Sale/Leaseback Transaction to facilitate the construction, reconstruction, renovation, installation and equipping of the 457 Broadway Project; and
WHEREAS, on or about August 21, 2008, the Agency joined in a Modification and Extension Agreement and Collateral Assignment of Leases and Rents to modify and extend the Astoria Mortgage; and
WHEREAS, pursuant to its Commitment Letter, dated November 24, 2015, Wayne Bank has offered to make a Commercial Loan to 457 LLC in the original principal amount of SEVEN HUNDRED SEVENTY-FIVE THOUSAND AND 00/100 ($775,000.00) DOLLARS (“Loan”); and
WHEREAS, the Lease Agreement, made as of September 1, 2005, by and between the Agency and 457 LLC provides for the written consent of the Agency prior to the transfer of all or substantially all of the assets of 457 LLC, which consent has been requested by 457 LLC; and
WHEREAS, in connection with the closing of the Loan, 457 LLC contemplates transfer of all or substantially all of 457 LLC’s assets (including the 457 Broadway Project) to 457 Corp., a recently formed corporation; and
WHEREAS, the sole member of 457 LLC is the sole shareholder of 457 Corp.; and
WHEREAS, 457 LLC has requested that the Agency join in the execution of one or more commercial mortgages (and related documents) in an aggregate amount not to exceed SEVEN HUNDRED SEVENTY-FIVE THOUSAND AND 00/100 ($775,000.00) DOLLARS in favor of the Wayne Bank and abate the mortgage tax thereon, which abatement shall not to exceed SEVEN THOUSAND SEVEN HUNDRED FIFTY AND 00/100 ($7,750.00) DOLLARS.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Agency hereby consents to the transfer of all or substantially all of 457 LLC’s assets (including the 457 Broadway Project) to 457 Corp.
Section 2. The Chairman and/or Chief Executive Officer of the Agency, either acting individually, are each hereby authorized, on behalf of the Agency, to execute and deliver an Assignment and Assumption of Lease Agreement and Related Documents and Consent of the Agency and any and all related documents; all in form approved by Counsel to the Agency and with such changes, variations, omissions and insertions as the Chairman or Chief Executive Officer, of the Agency shall approve, the execution thereof by the Chairman or Chief Executive Officer of the Agency to constitute conclusive evidence of such approval.
Section 3. The Chairman and/or Chief Executive Officer of the Agency, either acting individually, are each hereby authorized, on behalf of the Agency, to execute and deliver one or more mortgages in an aggregate amount not to exceed Seven Hundred Seventy-Five Thousand and 00/100 ($775,000.00) Dollars and any and all related documents in favor of Wayne Bank thereby abating the mortgage tax thereon, which abatement shall not to exceed Seven Thousand Seven Hundred Fifty and 00/100 ($7,750.00) Dollars; all in form approved by Counsel to the Agency and with such changes, variations, omissions and insertions as the Chairman or Chief Executive Officer, of the Agency shall approve, the execution thereof by the 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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