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 December 9, 2014 at 2:00 p.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 [ √ ] [ ]
Edward T. Sykes [ √ ] [ ]
Suzanne Loughlin [ ] [ √ ]
Charles Barbuti, Jr. [ √ ] [ ]
Sandy Shaddock [ ] [ √ ]
Sean Rieber [ √ ] [ ]
Howard Siegel [ √ ] [ ]
Carol Roig [ ] [ √ ]
The following persons were also present:
Steve White, Chief Executive Officer
Jennifer C.S. Brylinski, Agency Executive Director
Walter F. Garigliano, Agency General Counsel
The following resolution was duly offered by Sean Rieber, and seconded by Howard Siegel, to wit:
Resolution No. 37 – 14
RESOLUTION AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF THAT CERTAIN THIRD AMENDED PAYMENT IN LIEU OF TAXATION AGREEMENT BY AND BETWEEN THE AGENCY AND KOHL’S NEW YORK D.C., INC. (“COMPANY”)
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 Company 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 consisting of (i) the acquisition, construction and equipping of a warehouse and administration building consisting of approximately 500,97 square feet with 198 truck bays, 864 trailer parking spaces and 556 employee parking spaces (“Building”) situate on three (3) parcels of real estate consisting of approximately 98.7± acres located along New York State Route 209 and McDonald Road in the Town of Mamakating (“Town”), County of Sullivan (“County”), State of New York (“State”) and identified on the Town tax map as Section 26, Block 1, Lots 20, 21.2 and 21.3 (“Land”) and related facilities to be leased to the Agency by the Company and leased back to Company by the Agency; (ii) the acquisition and installation thereon and therein of certain furniture, fixtures, machinery, equipment and tools (“Equipment”); (iii) the 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”); (iv) the lease of the Facility by the Company to the Agency; and (v) the lease of Facility by the Agency to the Company; and
WHEREAS, in order to induce the Company to develop the Facility, the Agency took a leasehold interest in the Facility pursuant to a certain Lease to Agency, made as of the 1st day of February, 2002 as amended by that certain Amendment of Lease to Agency, dated the 28th day of February, 2003 (collectively, the “Lease to Agency”) and leased the Facility back to the Company pursuant to the terms and conditions of a certain Leaseback to Company, made as of the 1st day of February, 2002 as amended by that certain Amendment of Leaseback to Company, dated the 28th day of February, 2003 (collectively, “Leaseback Agreement”); and
WHEREAS, the Agency and the Company entered into a certain Payment in Lieu of Tax Agreement, made as of the 1st day of February, 2002 as amended by that certain Amended Payment in Lieu of Tax Agreement, dated the 28th day of February, 2003 (collectively, “PILOT Agreement”), which was further amended by that certain Second Amended Payment in Lieu of Tax Agreement, dated the 1st day of January, 2006 pursuant to which the Agency and the Company made provisions for payments in lieu of taxes by the Company for the benefit of the County and certain municipalities and taxing jurisdictions located therein (collectively referred to as the “Taxing Jurisdictions”); and
WHEREAS, the Company bought a special proceeding under Article 7 of the NY Real Property Tax Law challenging the assessed value determined by the Town Assessor for the 2010 – 2013 assessment roll; and
WHEREAS, the Ellenville Central School District (“School District”) intervened in the pending writs of certiorari; and
WHEREAS, the Company, Town and School District have requested that the Agency amend the PILOT to provide for fixed payments in lieu of tax from the 2015 payment to the end of the PILOT term; and
WHEREAS, the Agency wishes to cooperate with the Company, Town and School District and facilitate an amendment of the PILOT Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Chairman or Chief Executive Officer of the Agency, acting individually, is hereby authorized, on behalf of the Agency, to execute and deliver a Third Amended Payment in Lieu of Tax Agreement together with and any and all related documents, agreements, certificates and instruments, 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 Chief Executive Officer of the Agency to constitute conclusive evidence of such approval.
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 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 3. 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 deliberation 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 4. The Chief Executive Office, Executive Director or Counsel to the Agency is 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 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 [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Sandy Shaddock [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
Sean Rieber [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Howard Siegel [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Carol Roig [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
The resolutions were thereupon duly adopted.
STATE OF NEW YORK :
:SS
COUNTY OF SULLIVAN :
I, the undersigned (Assistant) Secretary of the Agency DO HEREBY CERTIFY THAT:
- 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.
- Such resolution was passed at a meeting of the Agency duly convened in public session on the 9th day of December, 2014 at 2:00 p.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. [ √ ] [ ]
Sandy Shaddock [ ] [ √ ]
Sean Rieber [ √ ] [ ]
Howard Siegel [ √ ] [ ]
Carol Roig [ ] [ √ ]
- 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
Charles Barbuti, Jr. [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Sandy Shaddock [ ] Yes [ ] No [ √ ] Absent [ ] Abstain
Sean Rieber [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Howard Siegel [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Carol Roig [ ] 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 9th day of December, 2014.
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Secretary
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