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 November 12, 2013 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 [ x ] [ ]
Harold Gold [ ] [ x ]
Edward T. Sykes [ x ] [ ]
Suzanne Loughlin [ x ] [ ]
Charles Barbuti, Jr. [ x ] [ ]
Harris Alport [ x ] [ ]
Steve White [ x ] [ ]
Sandy Shaddock [ x ] [ ]
Sean Rieber [ x ] [ ]
The following persons were also present:
Jennifer C.S. Brylinski, Agency Executive Director
Shawn M Griffin, Esq.
The following resolution was duly offered by Charles Barbuti, Jr., and seconded by Sean Rieber, to wit:
Resolution No. 38 – 13
RESOLUTION (I) CONSENTING TO AN ASSIGNMENT BY CENTRE ONE DEVELOPMENT, LLC (“COD”) TO CENTER ONE HOLDINGS LLC (“COMPANY”) OF THE PROJECT DOCUMENTS (AS HEREIN DEFINED); AND (ii) AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF AN OMNIBUS AMENDMENT TO PROJECT DOCUMENTS BY AND AMONG THE AGENCY, COD AND THE COMPANY AND ANY AND ALL DOCUMENTS, AGREEMENTS, INSTRUMENTS AND CERTIFICATES TO ACCOMPLISH SUCH ASSIGNMENT
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 (“State”); and
WHEREAS, on or about October 1, 2007, COD and the Agency entered into a sale/leaseback transaction pursuant to which the Agency undertook a project consisting of the (i) (a) acquisition, construction, reconstruction, renovation, rehabilitation, installation and equipping of an existing building consisting of approximately 25,000″ square feet (“Existing Building”) and (b) acquisition, construction, installation and equipping of an addition to the Existing Building (“Addition” and together with the Existing Building, the “Building”) situate on one (1) parcel of real estate consisting of 4.30 acres located at 13 Green Avenue in the Village of Woodridge, Town of Fallsburg (“Town”), County of Sullivan (“County”), State and identified on the Town tax map as Section 103, Block 1, Lot 18.1 (“Land”) and related facilities to be owned by the Agency; (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 the “Project”); and (iv) lease the Facility from the Agency to the Company; and
WHEREAS, the Agency and COD entered into a Payment in Lieu of Tax Agreement, dated as of October 1, 2007 pursuant to which COD agreed to make payments in lieu of taxes to the Agency for the benefit of various taxing jurisdictions (“PILOT Agreement”); and
WHEREAS, on June 15, 2011, the Agency and COD entered into an Omnibus Amendment to Project Documents to include the 2,160 square foot freestanding modular office building (“Omnibus Amendment to Project Documents”) together with the Bill of Sale, Lease, PILOT Agreement and any and all related agreements, documents, instruments and certificates relating to the Facility by and between the Agency and COD, the “Project Documents”); and
WHEREAS, COD and the Company have requested that the Agency consent to the assignment of all of its interest under the Project Documents to the Company; and
WHEREAS, the Agency desires to consent to an assignment by COD to the Company of all of its interest under the Project Documents, including COD’s rights to acquire the Project from the Agency.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Agency hereby consents to an assignment by COD to the Company of all of its interest under the Project Documents.
Section 2. The Chairman, Vice-Chairman or Chief Executive Officer of the Agency is hereby authorized, on behalf of the Agency, to execute and deliver any and all documents, agreements, instruments and certificates necessary to accomplish the foregoing, including an Omnibus Amendment to Project Documents 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 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 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 4. 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 [ X ] Yes [ ] No [ ] Absent [ ] Abstain
Harold Gold [ ] Yes [ ] No [ X ] Absent [ ] Abstain
Edward T. Sykes [ X ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ X ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ X ] Yes [ ] No [ ] Absent [ ] Abstain
Harris Alport [ X ] Yes [ ] No [ ] Absent [ ] Abstain
Steve White [ X ] Yes [ ] No [ ] Absent [ ] Abstain
Sandy Shaddock [ X ] Yes [ ] No [ ] Absent [ ] Abstain
Sean Rieber [ X ] Yes [ ] No [ ] Absent [ ] Abstain
The resolutions were thereupon 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 12th day of November, 2013 at 10:00 a.m. at the SullivanCountyGovernmentCenter, 100 North Street, Village of Monticello, Sullivan County, New York, at which the following members were present:
PRESENT ABSENT
Ira Steingart [ X ] [ ]
Harold Gold [ ] [ X ]
Edward T. Sykes [ X ] [ ]
Suzanne Loughlin [ X ] [ ]
Charles Barbuti, Jr. [ X ] [ ]
Harris Alport [ X ] [ ]
Steve White [ X ] [ ]
Sandy Shaddock [ X ] [ ]
Sean Rieber [ X ] [ ]
3. The question of the adoption of the foregoing resolutions were duly put to a vote on roll call which resulted as follows:
Ira Steingart [ X ] Yes [ ] No [ ] Absent [ ] Abstain
Harold Gold [ ] Yes [ ] No [ X ] Absent [ ] Abstain
Edward T. Sykes [ X ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ X ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ X ] Yes [ ] No [ ] Absent [ ] Abstain
Harris Alport [ X ] Yes [ ] No [ ] Absent [ ] Abstain
Steve White [ X ] Yes [ ] No [ ] Absent [ ] Abstain
Sandy Shaddock [ X ] Yes [ ] No [ ] Absent [ ] Abstain
Sean Rieber [ X ] Yes [ ] No [ ] Absent [ ] Abstain
and therefore, the resolutions were 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, 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 12th day of November, 2013. ______________________________ ______________________________
Secretary
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