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, New York on July 13, 2012 at 10:00 a.m. local time.
The meeting was called to order by ___________________, 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:
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 AND APPROVING THE EXECUTION AND DELIVERY OF A MORTGAGE IN AN AMOUNT NOT TO EXCEED THREE HUNDRED THOUSAND AND 00/100 ($300,000.00) DOLLARS AND RELATED DOCUMENTS IN FAVOR OF ALLY BANK (ALLY CAPITAL IN HAWAII, MISSISSIPPI, MONTANA AND NEW JERSEY) (“ALLY”) RELATING TO THE MBM ENTERPRISES, LLC AND M&M AUTOMOTIVE, INC. 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 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 May 23, 2005 the Agency, MBM Enterprises, LLC (“MBM”) and M&M Automotive, Inc. (“M&M” and together with MBM, the “Company”) entered into a sale/leaseback transaction wherein the Agency took title to the Company’s real property in the Village and Town of Liberty, County of Sullivan (“County”), State of New York (“State”) to facilitate the acquisition, construction, reconstruction, renovation, installation and equipping of a building to consist of approximately 17,000 square feet (“Building”) situate on two (2) parcels of real estate consisting of approximately 2.45 acres located at 129 Mill Street in the Village and Town of Liberty, County, State and identified on the Town of Liberty tax map as Section 113, Block 3, Lots 7 and 12.2 (“Land”) and related facilities owned by the Agency; (ii) acquire and install thereon and therein certain furniture, fixtures, machinery, equipment and tools (“Equipment”); (iii) construct 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 (iv) lease of the Facility from the Agency to the Company; and
WHEREAS, on or about July 14, 2009, the Agency and the Company executed a mortgage in the amount of One Million and 00/100 ($1,000,000.00) Dollars together with the security agreement, assignment of leases and rents and any and all related documents in favor of the First National Bank of Jeffersonville; and
WHEREAS, on or about November 10, 2010, the Agency and the Company joined in a second mortgage in the amount of One Million Seven Hundred Fifty Thousand and 00/100 ($1,750,000.00) Dollars together with the security agreement, assignment of leases and rents and any and all related documents in favor of Catskill Hudson Bank, which Mortgage secured a floor plan line of credit pursuant to which the Company financed its new and used vehicle inventory; and
WHEREAS, the Company wants to increase its floor plan line of credit to Four Million Four Hundred Thousand and 00/100 ($4,400,000.00) Dollars and has requested that the Agency join in a mortgage in favor of Ally Bank (Ally Capital in Hawaii, Mississippi, Montana and New Jersey) (“Ally”) not to exceed Three Hundred Thousand and 00/100 ($300,000.00) Dollars and any and all related documents in favor of Alley, and abate mortgage tax in an amount not to exceed Three Thousand and 00/100 ($3,000.00) Dollars, which mortgage shall partially secure the line of credit.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Chairman, Vice Chairman and/or Chief Executive Officer of the Agency, each acting individually, are each hereby authorized, on behalf of the Agency, to execute and deliver a Mortgage in an amount not to exceed Three Hundred Thousand and 00/100 ($300,000.00) Dollars and any and all related documents in favor of Ally thereby abating mortgage tax in an amount not to exceed Three Thousand and 00/100 ($3,000.00) Dollars; all in 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 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 resolutions 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 resolutions were 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 (Assistant) Secretary of theCountyofSullivan Industrial Development Agency DO HEREBY CERTIFY THAT:
1. I have compared the foregoing copy of a resolution of the County of Sullivan Industrial Development Agency (AAgency@) 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 July, 2012 at 10:00 a.m. at theSullivanCountyGovernmentCenter,100 North Street,Village of 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 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.
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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 July, 2012.
______________________________
Secretary