RESOLUTION
A meeting of County of Sullivan Industrial Development Agency (“Agency”) was convened in session at the Sullivan County Government Center, 100 North Street, Village of Monticello, Sullivan County (“County”), New York on March 9, 2015, at 11:00 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 [ x ] [ ]
Edward T. Sykes [ x ] [ ]
Suzanne Loughlin [ ] [ x ]
Charles Barbuti, Jr. [ x ] [ ]
Sandy Shaddock [ x ] [ ]
Sean Rieber [ x ] [ ]
Howard Siegel [ x ] [ ]
Carol Roig [ x ] [ ]
Paul Guenther [ x ] [ ]
The following persons were also present:
Steve White, 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 Edward T. Sykes, and seconded by Sandy Shaddock, to wit:
Resolution No. 4 – 15
RESOLUTION OF THE AGENCY CONSENTING TO THE TRANSFER BY SULLIVAN PROPERTY ACQUISITIONS I, LLC (“COMPANY”) TO POLO PROPERTY ACQUISITIONS I, LLC (“POLO”) OF AN UNDIVIDED SIXTY (60%) PERCENT TENANT IN COMMON INTEREST OF THE THREE (3) PARCELS OF REAL ESTATE, CONSISTING OF 22.51 ACRES OF LAND COMMONLY KNOWN AS THE FORMER “APOLLO PLAZA”
WHEREAS, by Title 1 of Article 18-A of the General Municipal Law of the State of New York (“State”), as amended, and Chapter 560 of the Laws of 1970 of the State, as amended and codified as Section 960 of the General Municipal Law (collectively, the “Act”), the Agency was created with the authority and power to own, lease and sell property as authorized by the Act; and
WHEREAS, the Company presented an application (“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 the (i) acquisition, reconstruction, renovation, rehabilitation, installation and equipping of a shopping mall commonly known as the former Apollo Plaza property to consist of approximately 200,000± square feet of retail/office space (“Building”) situate on approximately three (3) parcels of real estate consisting of approximately 25″ acres of land (“Land”) located at County Road 173 and Plaza Drive in the Village of Monticello, Town of Thompson (“Town”), County of Sullivan (“County”), State, being more particularly identified on the Town tax map as 130.-1-9.1, 130.-1-9.2 and 130.-1-14 (portion); (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 “Project”); (iv) acceptance of a leasehold interest in the Facility from the Company; and (v) leasing of the Facility from the Agency to the Company; and
WHEREAS, on or about January 23, 2015, the Agency and the Company closed a straight lease transaction and entered into the following documents, including but not limited to:
- Agent Agreement;
- Lease to Agency and memorandum thereto (collectively, “Lease Agreement”);
- Leaseback to Company Agreement and memorandum thereto (collectively, “Leaseback Agreement”); and
- Payment in Lieu of Tax Agreement (“PILOT Agreement”)
The documents listed in (1) through (4) above are collectively referred to as the “Project Documents”;
; and
WHEREAS, by letter, dated February 25, 2015, the Company requested that the Agency consent to the proposed transfer of an undivided sixty (60%) percent tenant in common interest from the Company to Polo of the three (3) parcels of real estate, consisting of 22.51 acres of Land currently known as the former “Apollo Plaza” (“Transfer Request”): and
WHEREAS, the Agency desires to consent to the Transfer Request.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Company has presented to the Agency the Transfer Request in form acceptable to the Agency.
Section 2. The Agency hereby consents to the Transfer Request, subject to the following conditions:
- the Project Documents shall be amended in form acceptable to the Agency’s Chief Executive Officer and General Counsel (collectively, “Amended Project Documents”); and
- the Company shall pay all fees and costs associated with the preparation and recording, as applicable, of the Amended Project Documents.
Section 3. The Chairman, Vice Chairman or Chief Executive Officer of the Agency is hereby authorized, on behalf of the Agency, to execute and deliver the Amended Project Documents and related documents in the form presented at this meeting all with such changes, variations, omissions and insertions as the Chairman, Vice Chairman or Chief Executive Officer of the Agency shall approve, the execution thereof by the Chairman, Vice Chairman or Chief Executive Officer of the Agency to constitute conclusive evidence of such approval.
Section 4. 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 deliberations 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 5. The Chief Executive Officer, Executive Director or Counsel to the Agency, each acting individually, are 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 6. This resolution shall take effect immediately.
THE MEMBERS VOTED ON THE FOREGOING RESOLUTION AS FOLLOWS:
Ira Steingart [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Charles Barbuti, Jr. [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Sandy Shaddock [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Sean Rieber [ ] Yes [ ] No [ ] Absent [ x ] Abstain
Howard Siegel [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Carol Roig [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Paul Guenther [ x ] Yes [ ] No [ ] Absent [ ] Abstain
and therefore, the resolution was declared duly adopted.
STATE OF NEW YORK :
:ss.:
COUNTY OF SULLIVAN :
I, the undersigned Secretary (Assistant) 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 March, 2015 at 11:00 a.m. at the Sullivan County Government Center, 100 North Street, Village of Monticello, County, State, at which the following members were present:
PRESENT ABSENT
Ira Steingart [ x ] [ ]
Edward T. Sykes [ x ] [ ]
Suzanne Loughlin [ ] [ x ]
Charles Barbuti, Jr. [ x ] [ ]
Sandy Shaddock [ x ] [ ]
Sean Rieber [ x ] [ ]
Howard Siegel [ x ] [ ]
Carol Roig [ x ] [ ]
Paul Guenther [ x ] [ ]
- The question of the adoption of the foregoing resolution was duly put to a vote on roll call which resulted as follows:
Ira Steingart [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Charles Barbuti, Jr. [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Sandy Shaddock [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Sean Rieber [ ] Yes [ ] No [ ] Absent [ x ] Abstain
Howard Siegel [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Carol Roig [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Paul Guenther [ x ] 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 March, 2015.
____________________________________
Secretary
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