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 November 13, 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 [ ] [ ]
Edward T. Sykes [ ] [ ]
Suzanne Loughlin [ ] [ ]
Charles Barbuti, Jr. [ ] [ ]
Harris Alport [ ] [ ]
Steve White [ ] [ ]
Sandy Shaddock [ ] [ ]
Sean Rieber [ ] [ ]
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 PROJECT TERMINATION AGREEMENT AND ANY AND ALL RELATED DOCUMENTS RECONVEYING REAL PROPERTY AND PERSONAL PROPERTY RELATING TO THE KS REALTY ASSOCIATES, L.L.C. (“COMPANY”) 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 December 1, 1991, the Agency and Cablevision Industries Corporation (“CVI”) entered into an Installment Sale transaction to facilitate the (a) (i) construction of a building (“Facility”) on a parcel of land (“Land”) located at the intersection of Exit 101 State Route 17 and County Road 175 in the Town of Liberty, Sullivan County, State of New York; and (ii) the acquisition and installation therein and thereon of machinery and equipment (“Equipment” together with the Facility and the Land, the “Project Facility”), all of the foregoing to constitute what was then the new corporate headquarters for CVI; (b) the financing of a portion of the costs of the foregoing by the issuance of the Bond (as hereinafter defined); and (c) the sale of the Project Facility to CVI (“1991 Transaction”); and
WHEREAS, the 1991 Transaction involved the issuance by the Agency of its Taxable Industrial Development Revenue Bond (Cablevision Industries Corporation Project), Series 1991A on the original amount of $16,000,000 (“Bond”); and
WHEREAS, during the 1991 Transaction, the Agency and CVI entered into the following documents:
- Bill of Sale;
- Bond Purchase and Building Loan Agreement;
- Bond;
- Mortgage by CVI and the Agency to CVI as the holder of the Bond, which Mortgage encumbered the Project Facility (the “Mortgage”);
- Installment Sale Agreement (“ISA”);
- Memorandum of Installment Sale Agreement;
- Pledge and Assignment of Installment Sale Agreement;
- Assignment of Rents;
- Guaranty; and
- Payment in Lieu of Tax Agreement (“Original PILOT Agreement”)
; and
WHEREAS, in connection with the transfer of the Project Facility on January 3, 1996 from CVI to Granite Properties Management Corp. (“Granite”) (i) all of CVI’s right, title, and interest in and to the ISA, the Mortgage, the Bond, and Assignment of Rents were assigned to Granite, and the Original PILOT Agreement was amended on October 25, 1996 by CVI, the Agency, and Granite; and
WHEREAS, on or about December 16, 1997, Company purchased all of Granite’s right, title and interest in and to the Project Facility (“1997 Transaction”); and
WHEREAS, during the 1997 Transaction, the Agency and the Company entered into or consented to as the case might be, the following documents:
- Acquisition Agreement;
- Agreement of Lease from Granite to the Company;
- Amendment to Installment Sale Agreement;
- Assignment and Assumption of InstallmentSaleAgreement and Related Documents;
- Assignment and Assumption of Financing Documents;
- Mortgage Modification and Extension Agreement;
- Assignment of the Bond from Granite to the Company;
- Assignment of the Mortgage; and
- Amended and Restated Payment in Lieu of Tax Agreement (“PILOT Agreement”).
The documents listed in (1) through (19) listed above are collectively referred to as the “Project Documents”; and under the 1997 Transaction, the Company assumed Granite’s obligations under the Project Documents and entered into the Lease with Granite; and
WHEREAS, the ISA by its terms expires on February 28, 2013; and
WHEREAS, by letter, dated ______________, the Company has requested the Agency to terminate the ISA and Project Documents as of December 1, 2012 (“Termination Date”) and requested that the Agency re-convey to the Company all real and personal property comprising the Project to the Company, effective as of the Termination Date; and
WHEREAS, the Company and the Agency desire to enter into a Project Termination Agreement so as to terminate the ISA and Project Documents as of the Termination Date and to insure that either PILOT Payments or ad valorem real estate taxes (“Taxes”) are paid by the Company for all time periods and to further insure that there are no periods when both PILOT Payments and Taxes are charged to the Company or neither PILOT Payments nor Taxes are charged to the Company.
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) a Project Termination Agreement effective as of the Termination Date together with such instruments of transfers as may be necessary to transfer all real and personal property comprising the Project from the Agency to the Company, 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 execution and delivery of the agreement transfer instruments contemplated by Section 1 above is conditioned upon:
a) evidence of retirement of the Bond;
b) Satisfaction of Mortgage and termination of the Pledge and Assignment;
c) payment by the Company to the Agency of any remaining amounts due the Agency under the ISA or Project Documents; and
d) payment by the Company to the Agency or its professional representatives all fees and costs associated with the termination of the Project.
Section 3. 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 4. 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
Edward T. Sykes [ ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ ] Yes [ ] No [ ] Absent [ ] Abstain
Harris Alport [ ] 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 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 13th day of November, 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 [ ] [ ]
Edward T. Sykes [ ] [ ]
Suzanne Loughlin [ ] [ ]
Charles Barbuti, Jr. [ ] [ ]
Harris Alport [ ] [ ]
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
Harold Gold [ ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ ] Yes [ ] No [ ] Absent [ ] Abstain
Harris Alport [ ] 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 13th day of November, 2012.
____________________________________ Secretary
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