INDUCEMENT RESOLUTION
(Veria Lifestyle, Inc. Project)
A 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 on October 15, 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 Brylinski, Agency Executive Director
Shawn M. Griffin, Agency Counsel
The following resolution was duly offered by Ed Sykes, and seconded by Harold Gold, to wit:
Resolution No. 36 – 13
RESOLUTION OF THE COUNTY OF SULLIVAN INDUSTRIAL DEVELOPMENT AGENCY (i) ACCEPTING THE APPLICATION OF VERIA LIFESTYLE, INC. WITH RESPECT TO A CERTAIN PROJECT (AS MORE FULLY DESCRIBED BELOW), (ii) AUTHORIZING A PUBLIC HEARING WITH RESPECT TO THE PROJECT, (iii) MAKING A DETERMINATION UNDER ARTICLE 8 OF THE NEW YORK STATE ENVIRONMENTAL CONSERVATION LAW IN CONNECTION WITH THE PROJECT, (iv) DESCRIBING THE FORMS OF FINANCIAL ASSISTANCE BEING CONTEMPLATED WITH RESPECT TO THE PROJECT, AND (v) AUTHORIZING THE EXECUTION OF A MASTER DEVELOPER DESIGNATION AND AGENT AGREEMENT AND SALES TAX EXEMPTION LETTER; PROVIDED HOWEVER, THAT THE FINANCIAL ASSISTANCE PROVIDED BY THE AGENCY TO THE COMPANY SHALL NOT EXCEED $100,000 IN THE AGGREGATE UNTIL A PUBLIC HEARING IS HELD IN ACCORDANCE WITH THE ACT (AS DEFINED BELOW) AND A SUBSEQUENT RESOLUTION IS ADOPTED
WHEREAS, by Title 1 of Article 18-A of the General Municipal Law of the State of New York, as amended, and Chapter 560 of the Laws of 1970 of the State of New York, (hereinafter collectively called the “Act”), COUNTY OF SULLIVAN INDUSTRIAL DEVELOPMENT AGENCY (hereinafter called the “Agency”) was created with the authority and power to promote, develop, encourage and assist in acquiring, constructing, reconstructing, improving, maintaining, equipping and furnishing industrial, manufacturing, warehousing, commercial, civic, research, and recreational facilities as authorized by the Act, and in connection therewith to issue its revenue bonds, enter into straight lease transactions and provide other forms of financial assistance; and
|
|
WHEREAS, VERIA LIFESTYLE, INC., for itself or on behalf of one or more entities now existing or to be formed by it or on its behalf (collectively, the “Company”) has submitted an application (the “Application”), a copy of which is on file with the Agency, requesting the Agency’s assistance with respect to a certain project (the “Project”) consisting of: (i) the acquisition by the Agency of a leasehold interest in approximately 22 parcels of land containing in the aggregate approximately 1,310 acres located in the Town of Thompson, Sullivan County, New York, and being comprised of the commonly known Kutshers Country Club, Camp Anawana, Camp Sherwood, Old Liberty Road Sewer Treatment Plant, Fair Hills Bungalow Colony and Kutschers Country Club Golf Course, all as more particularly identified in the Company’s Application (collectively, the “Land”) and the existing building, buildings, structure or structures located thereon (collectively, the “Existing Improvements”), (ii) the demolition of certain of the Existing Improvements (the “Building Improvements”), (iii) the construction, reconstruction, renovation and/or repair of water and sewer infrastructure located on the Land (the Infrastructure Improvements”), and (iv) the acquisition and installation by the Company in and around the Existing Improvements, the Building Improvements and the Infrastructure Improvements of certain items of equipment and other tangible personal property (the “Equipment” and, collectively with the Land, the Existing Improvements, the Building Improvements and the Infrastructure Improvements, the “Facility”); and
WHEREAS, pursuant to Article 18-A of the General Municipal Law the Agency desires to adopt a resolution describing the Project and the financial assistance that the Agency is contemplating with respect to the Project; and
WHEREAS, it is contemplated that the Agency will (i) designate the Company as agent of the Agency for the purpose of undertaking the Project pursuant to a master developer designation and agent agreement (the “Agent Agreement”), (ii) negotiate and enter into a lease agreement (the “Lease Agreement”), leaseback agreement (the “Leaseback Agreement”), payment-in-lieu-of-tax agreement (the “PILOT Agreement”) and related documents, with the Company, (iii) take title to or a leasehold interest in the land, improvements, equipment and personal property constituting the Project (once the Lease Agreement, Leaseback Agreement and PILOT Agreement have been negotiated), and (iv) provide financial assistance to the Company in the form of (a) a sales and use tax exemption for purchases and rentals related to the acquisition, construction, reconstruction, renovation and equipping of the Project, (b) a real property tax abatement through the PILOT Agreement, and (c) a mortgage recording tax exemption for financing related to the Project (collectively, the “Financial Assistance”); and
WHEREAS, the Financial Assistance provided to the Company by the Agency shall not exceed $100,000 until such time as the Agency has held a public hearing in compliance with the Act and adopted a subsequent resolution; and
WHEREAS, pursuant to the New York State Environmental Quality Review Act, Article 8 of the Environmental Conservation Law and the regulations adopted pursuant thereto at 6 N.Y.C.R.R. Part 617, as amended (collectively referred to as “SEQRA”), the Agency must satisfy the applicable requirements set forth in SEQRA, as necessary, prior to making a final determination whether to undertake the Project; and
WHEREAS, the Company, has represented to the Agency that the Project is likely to attract a significant number of visitors from outside the economic development region (as established by Section 230 of the New York State Economic Development Law), and therefore the Project constitutes a “tourism destination” as defined in Section 862(2) of the Act; and
WHEREAS, pursuant to Article 18-A of the Act, the Agency desires to adopt a resolution describing the Project and the Financial Assistance that the Agency is contemplating with respect to the Project.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE COUNTY OF SULLIVAN INDUSTRIAL DEVELOPMENT AGENCY AS FOLLOWS:
Section 1. The Company has presented an Application in a form acceptable to the Agency. Based upon the representations made by the Company to the Agency in the Company’s application and any other correspondence submitted by the Company to the Agency, the Agency hereby finds and determines that:
(A) By virtue of the Act, the Agency has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act; and
(B) It is desirable and in the public interest for the Agency to appoint the Company as its agent for purposes of acquiring, constructing and/or renovating and equipping the Project; and
(C) The Agency has the authority to take the actions contemplated herein under the Act; and
(D) The action to be taken by the Agency will induce the Company to develop the Project, thereby increasing and/or retaining employment opportunities in Sullivan County, New York and otherwise furthering the purposes of the Agency as set forth in the Act; and
(E) The Project will not result in the removal of a civic, commercial, industrial, or manufacturing plant of the Company or any other proposed occupant of the Project from one area of the State of New York (the “State”) to another area of the State or result in the abandonment of one or more plants or facilities of the Company or any other proposed occupant of the Project located within the State; and the Agency hereby finds that, based on the Company’s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries; and
(F) the demolition and repair of infrastructure, and demolition to the extent it constitutes an emergency action constitute a Type II action under SEQRA; further action involving the Agency taking title for the contemplated lease and leaseback shall be subject to the Agency establishing itself as lead and taking further action; and
(G) G) The Project constitutes a “tourism destination” as defined in Section 862(2) of the Act.
Section 2. Based upon representations and warranties made by the Company in the Application, the Agency hereby authorizes and approves the Company, as its agent, to make purchases of goods and services relating to the Project, that would otherwise be subject to New York State and local sales and use tax in an amount up to $1,100,000, which result in New York State and local sales and use tax exemption benefits (“sales and use tax exemption benefits”) not to exceed $88,000. The Agency agrees to consider any requests by the Company for increase to the amount of sales and use tax exemption benefits authorized by the Agency upon being provided with appropriate documentation detailing the additional purchases of property or services. Pursuant to Section 875(3) of the New York General Municipal Law, the Agency may recover or recapture from the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, any sales and use tax exemption benefits taken or purported to be taken by the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, if it is determined that: (i) the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, is not entitled to the sales and use tax exemption benefits; (ii) the sales and use tax exemption benefits are in excess of the amounts authorized to be taken by the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project; (iii) the sales and use tax exemption benefits are for property or services not authorized by the Agency as part of the Project; or (iv) the sales and use tax exemption benefits are taken in cases where the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, fails to comply with a material term or condition to use property or services in the manner approved by the Agency in connection with the Project. As a condition precedent of receiving sales and use tax exemption benefits, the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, shall (i) cooperate with the Agency in its efforts to recover or recapture any sales and use tax exemption benefits, and (ii) promptly pay over any such amounts to the Agency that the Agency demands.
Section 3. Subject to the Company executing the Agent Agreement and the delivery to the Agency of a binder, certificate or other evidence of liability insurance policy for the Project satisfactory to the Agency, the Agency hereby authorizes the Company to proceed with the acquisition, construction, reconstruction, renovation and equipping of the Project and hereby appoints the Company as the true and lawful agent of the Agency: (i) to acquire, construct and equip the Project; (ii) to make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions, as the stated agent for the Agency with the authority to delegate such agency, in whole or in part, to agents, subagents, contractors, and subcontractors of such agents and subagents and to such other parties as the Company chooses; and (iii) in general, to do all things which may be requisite or proper for completing the Project, all with the same powers and the same validity that the Agency could do if acting in its own behalf; provided, however, the Agent Agreement shall expire on December 31, 2014 (unless extended for good cause by the Executive Director of the Agency) if the Lease Agreement, Leaseback Agreement and PILOT Agreement contemplated have not been executed and delivered.
Section 4. Subject to the terms of this Resolution, the Chairman, Vice Chairman, and/or the Executive Director are hereby authorized, on behalf of the Agency, to (1) execute an Agent Agreement and Sales Tax Exemption Letter (provided, however, that the Financial Assistance provided by the Agency to the Company thereunder shall not exceed $100,000 until a public hearing is held in compliance with the Act and a subsequent resolution is adopted by the Agency), and (2) negotiate (A) the Lease Agreement whereby the Company leases the Project to the Agency, (B) the related Leaseback Agreement conveying the Project back to the Company, and (C) the PILOT Agreement; provided, that, (i) the rental payments under the Leaseback Agreement include payments of all costs incurred by the Agency arising out of or related to the Project and indemnification of the Agency by the Company for actions taken by the Company and/or claims arising out of or related to the Project; and (ii) the terms of the PILOT Agreement are consistent with the Agency’s Uniform Tax Exemption Policy or the procedures for deviation have been complied with.
Section 5. The Agency is hereby authorized to schedule and conduct a public hearing in compliance with the Act.
Section 6. The Financial Assistance provided by the Agency to the Company under the Agent Agreement and related Sales Tax Exemption Letter shall not exceed $100,000 until such time as a public hearing is held in compliance with the Act and a subsequent resolution is adopted by the Agency.
Section 7. 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 and documents, 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, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Agency with all of the terms, covenants and provisions of the documents executed for and on behalf of the Agency.
Section 8. These Resolutions shall take effect immediately.
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
Harold Gold [ 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
Harris Alport [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Steve White [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Sandy Shaddock [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Sean Rieber [ ] Yes [ ] No [ ] Absent [ x ] Abstain
The resolutions were thereupon duly adopted.
SECRETARY’S CERTIFICATION
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 15th day of October, 2013 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 [ 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 resolution was duly put to a vote on roll call which resulted as follows:
Ira Steingart [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Harold Gold [ 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
Harris Alport [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Steve White [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Sandy Shaddock [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Sean Rieber [ ] Yes [ ] No [ ] Absent [ x ] 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 ____ day of October, 2013. ____________________________________
Secretary
##