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 14, 2012 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 [ ] [ ]
Raymond Walter [ ] [ ]
Edward T. Sykes [ ] [ ]
Charles Barbuti, Jr. [ ] [ ]
Harris Alport [ ] [ ]
Suzanne Loughlin [ ] [ ]
Cindy L. Garlinghouse [ ] [ ]
Steve White [ ] [ ]
The following persons were also present:
Allan C. Scott, Chief Executive Officer
Jennifer C.S. Brylinski, Agency 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. ___ – 12
RESOLUTION AUTHORIZING, APPROVING AND CONSENTING TO THE EXECUTION AND DELIVERY BY THE AGENCY’S CHAIRMAN OR CHIEF EXECUTIVE OFFICER OF A TERMINATION OF PROJECT DOCUMENTS RELATING TO THE ARCADIA AVIATION MSV, LLC 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 ofNew York (collectively, the “Act”) as a body corporate and politic and as a public benefit corporation of the State ofNew York; and
WHEREAS, on or about September 1, 2008, Arcadia Aviation MSV, LLC (“Company”) and the Agency entered into a lease/leaseback transaction to facilitate the: (i) construction, installation and equipping an aircraft hangar to consist of approximately 24,000± square feet in the aggregate of which approximately 3,600± square feet shall be dedicated to office space (“Building”) situate on one (1) parcel of real estate consisting of approximately 1.967± acres located at 75 Hangar Road in the Town of Bethel, County of Sullivan, State of New York and identified on the Town of Bethel tax map as a portion of Section 18, Block 1, Lot 16.1 (“Land”) and related facilities a leasehold interest in which the Agency is to acquire; (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 “Facility” or the “Project”); and (iv) lease of the Facility from the Agency to the Company; and
WHEREAS, the Company and the Agency entered into a Lease to Agency, Leaseback to Company and a Payment in Lieu of Tax Agreement (“PILOT Agreement”) all effective as of September 1, 2008; and
WHEREAS, Paragraph 8.1 of the Leaseback to Company Agreement reads:
“8.1. Early Termination of Agreement.
(a) The Company shall have the option at any time to terminate this Leaseback Agreement upon filing with the Agency a certificate signed by an authorized representative of the Company stating the Company’s intention to do so pursuant to this Section 8.1 and upon compliance with the requirements set forth in Section 8.2 hereof.
(b) The Agency shall have the option at any time to terminate this Leaseback Agreement and to demand immediate payment in full of the unpaid rent as of the date of termination as described in Section 2.6 hereof, the sums due under Sections 3.3 or 3.7 hereof, and all other payments due under this Leaseback Agreement, upon written notice to the Company of the occurrence of an Event of Default hereunder.”
; and
WHEREAS, the Company wishes to terminate the Company’s straight lease transaction as contemplated by Paragraph 8.1 of the Leaseback to Company Agreement; and
WHEREAS, the Agency, after due consideration, contemplates the execution and delivery by the Agency’s Chairman or Chief Executive Officer of a Termination of Lease to Agency and Leaseback to Company and related documents including but not limited to memorandums thereof which shall be recorded in the Office of the Clerk of Sullivan County.
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 authorized, empowered, and directed, on behalf of the Agency, to execute, deliver and record (as may be the case) terminations of the Company’s transaction documents; all in form approved by Counsel to the Agency with such changes, variations, omissions and insertions as the Chairman and Chief Executive Officer of the Agency so executing the same shall approve.
Section 2. 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 3. 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
Raymond Walter [ ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ ] Yes [ ] No [ ] Absent [ ] Abstain
Harris Alport [ ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ ] Absent [ ] Abstain
Cindy L. Garlinghouse [ ] Yes [ ] No [ ] Absent [ ] Abstain
Steve White [ ] Yes [ ] No [ ] Absent [ ] Abstain
The resolutions were thereupon duly adopted.
STATE OFNEW YORK :
:SS
COUNTYOFSULLIVAN :
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 14th day of February, 2012 at 10:00 a.m. at theSullivanCountyGovernmentCenter,100 North Street,Village of Monticello,New York12701, at which the following members were present:
PRESENT ABSENT
Ira Steingart [ ] [ ]
Harold Gold [ ] [ ]
Raymond Walter [ ] [ ]
Edward T. Sykes [ ] [ ]
Charles Barbuti, Jr. [ ] [ ]
Harris Alport [ ] [ ]
Suzanne Loughlin [ ] [ ]
Cindy L. Garlinghouse [ ] [ ]
Steve White [ ] [ ]
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
Raymond Walter [ ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ ] Yes [ ] No [ ] Absent [ ] Abstain
Harris Alport [ ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ ] Absent [ ] Abstain
Cindy L. Garlinghouse [ ] Yes [ ] No [ ] Absent [ ] Abstain
Steve White [ ] Yes [ ] No [ ] Absent [ ] Abstain
and therefore, the resolution was declared duly adopted.
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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 14th day of February, 2012.
____________________________________
Secretary