RESOLUTION
The reconvened 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 March 18, 2014 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 [ √ ] [ ]
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 C.S. Brylinski, Agency Executive Director
Jennifer M. Flad, Agency Vice-President of Government Affairs and
Business Development
Walter F. Garigliano, Agency General Counsel
The following resolution was duly offered by Sean Rieber, and seconded by Charles Barbuti, Jr. to wit:
Resolution No. 17 – 14
RESOLUTION AUTHORIZING THE CHAIRMAN OR CHIEF EXECUTIVE OFFICER TO ENTER INTO AND DELIVER A SECOND AMENDMENT TO PAYMENT IN LIEU OF TAX AGREEMENT RELATING TO THE VILLA ROMA RESORT & CONFERENCE CENTER, INC. (“COMPANY”) PROJECT
WHEREAS, the Agency was created by Chapter 560 of the Laws of 1970 of the State of New York (“State”), as amended, pursuant to Title I of Article 18-A of the General Municipal Law of the State (collectively, the “Act”) as a body corporate and politic and as a public benefit corporation of the State; and
WHEREAS, on or about April 20, 2007, the Agency closed a lease/leaseback transaction with the Company consisting of the (i) construction, reconstruction, renovation, installation and equipping of the former Villa Roma Resort & Conference Center hotel and related facilities destroyed by fire, including, but not limited to the hotel’s lobby, restaurant, lounges, storage areas and offices (“Building”) situate on six (6) parcels of real estate located at 356 Villa Roma Road, Callicoon, New York in the Town of Delaware, County of Sullivan, State of New York and identified on the Town of Delaware tax map as Section 20, Block 1, Lots 7.1, 91., 9.6, 11.4, 12.6 and 14.2 (“Land”) and related facilities an interest in which the agency is to acquire; (ii) acquisition and installation thereon and therein of certain furniture, fixtures, machinery, equipment and tools (“Equipment”); and (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
WHEREAS, the Agency and the Company entered into a Payment in Lieu of Tax Agreement, dated April 1, 2007 (“Agreement”) and a First Amendment to Payment in Lieu of Tax Agreement, dated February 12, 2014 (“First Amendment” together with Agreement collectively, the “PILOT Agreement”); and
WHEREAS, Paragraph 19 of the PILOT Agreement reads:
“Security For Company’s Obligation. The Company shall procure, for the benefit of the Agency, an irrevocable, unconditional letter of credit in form and substance acceptable to the Agency to secure the performance by the Company of its financial obligations under this Agreement. On or before February 1, 2008, the Company shall deliver to the Agency an initial letter of credit in the amount of Three Hundred Twenty Thousand and 00/100 ($320,000.00) Dollars with a term to expire not earlier than February 28, 2009. Thereafter, on or before February 1, 2009 and on each February 1st thereafter that this Agreement is in effect the Company shall deliver to the Agency a renewal or replacement letter of credit in a form and substance acceptable to the Agency in an amount of not less than one-hundred and ten (110%) percent of the PILOT Payment which is due as of such date. The replacement or renewal letter of credit shall not expire prior to February 28th of the following year.”
; and
WHEREAS, the Company, based on its 6 year timely payment record, has requested that the Agency suspend the requirement for security for the Company’s obligations; and
WHEREAS, the Agency is willing to suspend the requirement for security for the Company’s obligations on the conditions hereinafter set forth; and
WHEREAS, to memorialize the agreement of the Agency to suspend the requirement for security for the Company’s obligations, it is necessary for the Company and Agency to enter into a Second Amendment to Payment in Lieu of Tax Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Agency is hereby authorizes the suspension of the requirement for security for the Company’s obligations to the Agency, conditioned upon:
(i) the cost of the preparation of the necessary documents and instruments to authorize the suspension of the requirement for security for the Company’s obligations to the Agency be paid by the Company; and
(ii) the suspension of the Company’s obligations to the Agency shall remain in effect only so long as the Company shall timely pay all of its obligations to the Agency.
Section 2. The Chairman and Chief Executive Officer of the Agency, each acting individually, are each hereby authorized, empowered, and directed, on behalf of the Agency, to execute and deliver the Second Amendment to Payment in Lieu of Tax Agreement, 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 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
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 18th day of March, 2014 at 10:00 a.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 18th day of March, 2014.
____________________________________
Secretary
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