RESOLUTION
The special 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 28, 2014 at 12:00 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. [ √ ] [ ]
Steve White [ √ ] [ ]
Sandy Shaddock [ ] [ √ ]
Sean Rieber [ √ ] [ ]
The following persons were also present:
Allan C. Scott, Chief Executive Officer
Jennifer CS Brylinski, Agency Executive Director
Walter F. Garigliano, Esq., Agency Counsel
The following resolution was duly offered by Charles Barbuti, Jr., and seconded by Steve White to wit:
Resolution No. 09 – 14
AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY BY THE AGENCY’S CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF A DEED AND RELATED DOCUMENTS CONVEYING REAL PROPERTY LOCATED IN THE VILLAGE OF BLOOMINGBURG, TOWN OF MAMAKATING, COUNTY OF SULLIVAN, STATE OF NEW YORK (IDENTIFIED ON THE TOWN OF MAMAKATING TAX MAP AS SECTION 203, BLOCK 1, LOT 18) (“LAND”) FROM THE AGENCY TO RMG LAND HOLDINGS, INC. (“COMPANY”) AND RECORDED WITH THE OFFICE OF THE CLERK OF SULLIVAN COUNTY
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, 1999, the Company and the Agency entered into a sale/leaseback transaction to facilitate the (i) the improvement, renovation and equipping of a commercial building consisting of approximately 4,200 square feet and the construction of an approximately 1,600 square foot addition to be used as a storage and rental facility (collectively, the “1999 Building”) located at 13 Main Street, Bloomingburg, New York 12721 on a parcel of real estate consisting of 1.1± acres in the Village of Bloomingburg, Town of Mamakating (“Town”), County of Sullivan and State of New York (identified on the Town tax map as Section 203, Block 1, Lot 18 (“Land”) and related facilities owned by the Agency; (ii) the acquisition and installation thereon and therein of certain furniture, fixtures, machinery and equipment (“Equipment”); (iii) the construction of improvements to the Land, the 1999 Building, the Equipment and other improvements therein (collectively referred to as the “1999 Facility”) and (iv) the lease of the 1999 Facility from the Agency to the Company; and
WHEREAS, the Company and the Agency entered into a Lease Agreement (“Lease”) and a Payment in Lieu of Tax Agreement (“PILOT Agreement”) both effective as of October 1, 1999; and
WHEREAS, the Company and the Agency entered into a Omnibus Amendment to Project Documents and First Amendment of Payment in Lieu of Tax Agreement (“Amendment”), effective as of May 1, 2009; and
WHEREAS, in accordance with paragraphs 1 and 2 of the PILOT Agreement, the Company owes the Agency a 2014 PILOT Payment in the amount of $10,160.18 (“PILOT Payment”); and
WHEREAS, despite repeated efforts to contact the Company, the 2014 PILOT Payment remains unpaid; and
WHEREAS, the failure of the Company to timely make the 2014 PILOT Payment constitutes a default pursuant to paragraph 12(a) of the PILOT Agreement; and
WHEREAS, paragraph 4 of the Amendment reads:
“Remedies on Default in Payment; Termination. Upon the happening of any event of default as defined in ¶12(a) hereof, the Agency may immediately terminate this Agreement without notice to the Company and without prejudice or limitation as to all other rights or remedies herein and/or under law or in equity. Such termination may be accomplished by conveying title to the land by quitclaim deed as well as title to the Facility and Equipment, all as determined by the Agency, from the Agency to the Company and the recording of said deed in the Sullivan County Clerk’s Office shall be deemed to be delivery thereof. The Company hereby appoints the Chairman, Vice Chairman and Chief Executive Officer of the Agency, each acting individually, as its attorney-in-fact for the limited purpose of signing any forms which must necessarily accompany the deed in order for the deed to be recorded. The Company acknowledges that the foregoing appointment is coupled with an interest and is irrevocable.”
; and
WHEREAS, to protect the taxing jurisdictions, the Agency desires to terminate the Project and in furtherance of such termination authorizes its Chairman and Chief Executive Officer to execute a deed and related documents from the Agency to the Company conveying the Land and improvements comprising of the Project and record such deed.
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 a deed and related documents from the Agency to the Company conveying the Land and improvements comprising the Project and record such deed; all in form approved by Counsel to the Agency and 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
Edward T. Sykes [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ √ ] 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 28th day of February, 2014 at 12:00 p.m. at the Sullivan County Government Center, 100 North Street, Village of Monticello, New York 12701, at which the following members were present:
PRESENT ABSENT
Ira Steingart [ √ ] [ ]
Edward T. Sykes [ √ ] [ ]
Suzanne Loughlin [ √ ] [ ]
Charles Barbuti, Jr. [ √ ] [ ]
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
Edward T. Sykes [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ √ ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ √ ] 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 28th day of February, 2014. ____________________________________
Secretary
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