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 May 15, 2013 at 1:00 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 [ ] [ ]
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 Brylinski, Agency Executive Director
Walter F. Garigliano, Agency General Counsel
The following resolution was duly offered by ________________________, and seconded by _________________________, to wit:
Resolution No. ____ – 13
RESOLUTION AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF A COLLATERAL SECURITY MORTGAGE IN AN AMOUNT NOT TO EXCEED ONE HUNDRED TWENTY-FIVE THOUSAND AND 00/100 ($125,000.00) DOLLARS AND RELATED DOCUMENTS IN FAVOR OF RIVERSIDE BANK RELATING TO THE HOLIDAY MOUNTAIN FUN PARK, INC. (“COMPANY”) PROJECT
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 has 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 (i) (a) the acquisition, construction, installation and equipping of a new ski chalet consisting of approximately 13,096± square feet and maintenance building consisting of approximately 6,000± square feet (“Ski Chalet”); (b) the reconstruction, rehabilitation, renovation, replacement, installation and equipping of all components of the Pre-2005 Facility as damaged and/or destroyed by the 2005 Flood, including, but not limited to the Water Park (both wet and dry components) and ski business; and (c) the acquisition, construction, installation and equipping of the Pre-2005 Facility as delayed by the 2005 Flood situate on the Land; (ii) the acquisition and installation therein and thereon of certain furniture, fixtures, machinery, equipment and tools (together with the Initial Project Equipment, if any, the “Equipment”); (iii) the construction of improvements to the Pre-2005 Facility as damaged and/or destroyed by the 2005 Flood, the Land and the Equipment (collectively, the “Facility” or “Project”); and
WHEREAS, the Company borrowed One Million Six Hundred Thousand and 00/100 ($1,600,000.00) Dollars from Riverside Bank (“Riverside”) to finance the acquisition, construction, reconstruction, rehabilitation, renovation, replacement, installation and equipping of the Facility on the terms and conditions of that certain Commitment Letter, dated November 2, 2005 (“2005 Mortgage”); and
WHEREAS, on or about December 20, 2005, the Agency (i) designated the Company as its agent for the purpose of acquiring, constructing, reconstructing, rehabilitating, renovating, replacing, installing and equipping the Project; (ii) negotiated and entered into an Omnibus Amendment to Project Documents thereby amending the Project Documents to amend the project description to include a description of the project as contemplated by the foregoing; (iii) provided financial assistance to the Company in the form of a sales tax exemption for purchases related to the acquisition, construction, reconstruction, rehabilitation, renovation, replacement, installation and equipping of the Project; and (iv) executed and delivered the 2005 Mortgage and related financing documents providing financial assistance to the Company in the form of a mortgage property tax abatement in an amount not to exceed Sixteen Thousand and 00/100 ($16,000.00) Dollars; and
WHEREAS, by letter, dated August 11, 2011, the Company and the Agency joined in execution of a Commercial Mortgage in favor of Riverside and any and all related documents, agreements, certificates and instruments in an amount not to exceed One Million Six Hundred Thousand and 00/100 ($1,600,000.00) Dollars to modify the 2005 Mortgage or refinance the 2005 Mortgage; and
WHEREAS, on or about April 18, 2013, the Company requested that the Agency join in a Collateral Security Mortgage in favor of Riverside Bank and any and all related documents, agreements, certificates and instruments in an amount not to exceed One Hundred Twenty Five Thousand and 00/100 ($125,000.00) Dollars and abate mortgage tax in an amount not to exceed One Thousand Two Hundred Fifty and 00/100 ($1,250.00) Dollars for purposes of a second mortgage; and
WHEREAS, it is contemplated that the Agency will join in a Collateral Security Mortgage and any and all related documents, agreements, certificates and instruments for purposes of a second mortgage.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Chairman, Vice Chairman or Chief Executive Officer of the Agency, each acting individually, are each hereby authorized, on behalf of the Agency, to execute and deliver the Collateral Security Mortgage and any and all related documents, agreements, certificates and instruments in an amount not to exceed One Hundred Twenty-Five Thousand and 00/100 ($125,000.00) Dollars and abate mortgage tax in an amount not to exceed One Thousand Two Hundred Fifty and 00/100 ($1,250.00) Dollars in the form approved by Counsel to the Agency and 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 2. The officers, employees and agents of the Agency are hereby authorized and directed 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 executed for and on behalf of the Agency.
Section 3. This resolution shall take effect immediately.
THE MEMBERS VOTED ON THE FOREGOING RESOLUTION 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.
STATE OF NEW YORK :
:ss.:
COUNTY OF SULLIVAN :
I, the undersigned (Assistant) Secretary 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 15th day of May, 2013 at 1:00 p.m. at the SullivanCountyGovernmentCenter, 100 North Street, Monticello, New York, 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 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
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 15th day of May, 2013.
____________________________________
Secretary
##