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 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
Walter F. Garigliano, Agency Counsel
The following resolution was duly offered by Sean Rieber, and seconded by Edward Sykes, to wit:
Resolution No. 34 – 13
RESOLUTION AUTHORIZING THE AGENCY TO EXECUTE AND DELIVER ANY AND ALL DOCUMENTS, INSTRUMENTS, AGREEMENTS AND CERTIFICATES NECESSARY TO FACILITATE CERTAIN ASPECTS OF THE EPT CONCORD II, LLC (“COMPANY”) PROJECT (AS HEREIN DESCRIBED), INCLUDING THAT CERTAIN MASTER DEVELOPMENT AND AGENT AGREEMENT, LEASE AGREEMENT, LEASEBACK TO COMPANY, PAYMENT-IN-LIEU-OF-TAX AGREEMENT AND ANY AND ALL RELATED DOCUMENTS
WHEREAS, the Agency was created by Chapter 560 of the Laws of 1970 of the State of New York (“State”), as amended, pursuant to Title I of Article 18-A of the General Municipal Law of the State (collectively, the “Act”) as a body corporate and politic and as a public benefit corporation of the State; and
WHEREAS, the Agency desires to undertake a project consisting of the (i) the acquisition of a leasehold interest or other interest in approximately seventy-one (71) parcels of land containing in the aggregate approximately 1,735 acres within the Town of Thompson, Sullivan County, State (“Land”), (ii) construction by the Company of roads, infrastructure and utilities including but not limited to soil erosion and sediment control, clearing and grubbing, earthwork, new roads and enhancements to existing roads, constructed wetlands, landscaping, sanitary sewer, water, storm sewer, electric power, telephone service, cable tv, internet connectivity and demolition of existing structures (“Initial Phase”); and
WHEREAS, by resolution, dated March 19, 2013, the Agency authorized the Company to act as its agent to acquire, construct and equip the Facility and directed that such documents, instruments, agreements and certificates necessary to take title to the Facility and provide the financial assistance requested by the Company in its application to the Agency be negotiated; and
WHEREAS, a Master Development and Agent Agreement, Lease Agreement, Leaseback to Company, Payment-in-Lieu-of-Tax Agreement (“PILOT Agreement”) and related documents have been negotiated; and
WHEREAS, the Agency and Company wish to enter into certain agreements pursuant to which the Agency will acquire an interest in the Land and authorize the Company to proceed as Agent of the Agency with the Initial Phase.
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 are each hereby authorized, on behalf of the Agency, to execute and deliver the Master Development and Agent Agreement, Lease Agreement, Leaseback to Company, PILOT Agreement 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 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 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 3. 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 [ x ] 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 October 15, 2013 at 10:00 a.m. at the Sullivan County Government Center, 100 North Street, Monticello, 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 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 [ 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 15th day of October, 2013.
______________________________
Secretary
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