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 19, 2015, at 11:00 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 ] [ ]
Edward T. Sykes [ ] [ x ]
Suzanne Loughlin [ ] [ x ]
Charles Barbuti, Jr. [ x ] [ ]
Sean Rieber [ x ] [ ]
Howard Siegel [ x ] [ ]
Carol Roig [ x ] [ ]
Paul Guenther [ ] [ x ]
Scott Smith [ x ] [ ]
The following persons were also present:
Steve White, Chief Executive Officer
Jennifer CS Brylinski, Agency Executive Director
Jennifer M. Flad, Agency Vice-President of Government Affairs and Business Development
Walter F. Garigliano, Agency General Counsel
The following resolution was duly offered by Sean Rieber, and seconded by Ira Steingart, to wit:
Resolution No. 26 – 15
RESOLUTION AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF A COMMERCIAL MORTGAGE IN AN AMOUNT NOT TO EXCEED TWO MILLION EIGHT HUNDRED THOUSAND AND 00/100 ($2,800,000.00) DOLLARS AND RELATED DOCUMENTS IN FAVOR OF JEFF BANK 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 joined in a Credit Line Mortgage and Security Agreement 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 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; and
WHEREAS, on or about July 18, 2012, the Agency and the Company joined in a Mortgage in the amount of Three Hundred Thousand and 00/100 ($300,000.00) Dollars in favor of Ally Bank; and
WHEREAS, pursuant to its Commitment Letter, dated September 17, 2015, Jeff Bank has approved a Commercial Mortgage Loan in the principal amount of Two Million Eight Hundred Thousand and 00/100 ($2,800,000.00) Dollars; and
WHEREAS, the Company has requested that the Agency join in the execution of a commercial mortgage in an amount not to exceed Two Million Eight Hundred Thousand and 00/100 ($2,800,000.00) Dollars in favor of Jeff Bank and abate the mortgage tax thereon in an amount not to exceed Twenty-Eight Thousand and 00/100 ($28,000.00) Dollars.
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 Commercial Mortgage in an amount not to exceed Two Million Eight Hundred Thousand and 00/100 ($2,800,000.00) Dollars and any and all related documents in favor of Jeff Bank thereby abating the mortgage tax thereon in an amount not to exceed Twenty-Eight Thousand and 00/100 ($28,000.00) 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 [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Charles Barbuti, Jr. [ ] Yes [ ] No [ ] Absent [ x ] Abstain
Sean Rieber [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Howard Siegel [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Carol Roig [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Paul Guenther [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Scott Smith [ 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 County of Sullivan Industrial Development Agency DO HEREBY CERTIFY THAT:
- I have compared the foregoing copy of a resolution of the County of Sullivan Industrial Development Agency (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.
- Such resolution was passed at a meeting of the Agency duly convened in public session on the 19th day of October, 2015 at 11:00 a.m. at the Sullivan County Government Center, 100 North Street, Village of Monticello, New York at which the following members were present:
PRESENT ABSENT
Ira Steingart [ x ] [ ]
Edward T. Sykes [ ] [ x ]
Suzanne Loughlin [ ] [ x ]
Charles Barbuti, Jr. [ x ] [ ]
Sean Rieber [ x ] [ ]
Howard Siegel [ x ] [ ]
Carol Roig [ x ] [ ]
Paul Guenther [ ] [ x ]
Scott Smith [ x ] [ ]
- 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
Edward T. Sykes [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Charles Barbuti, Jr. [ ] Yes [ ] No [ ] Absent [ x ] Abstain
Sean Rieber [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Howard Siegel [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Carol Roig [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Paul Guenther [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Scott Smith [ 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 19th day of October, 2015.
______________________________
Secretary
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