RESOLUTION
A regular meeting of the County of Sullivan Industrial Development Agency (“Agency”) was convened in public session at the Sullivan County Government Center, 100 North Street, Monticello, New York on June 8, 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 ] [ ]
The following persons were also present:
Steve White, Chief Executive Officer
Jennifer C.S. 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 Charles Barbuti, and seconded by Edward T. Sykes, to wit:
Resolution No. 17 – 15
RESOLUTION AUTHORIZING THE AGENCY TO EXECUTE AND DELIVER ANY AND ALL DOCUMENTS, INSTRUMENTS, AGREEMENTS AND CERTIFICATES NECESSARY TO FACILITATE THE CATSKILL DISTILLING COMPANY, LTD. (“COMPANY”) PROJECT (AS HEREIN DESCRIBED), INCLUDING THAT CERTAIN AMENDED AND RESTATED LEASE AGREEMENT, AMENDED AND RESTATED 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, 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 August 12, 2009, the Company and the Agency closed a sale/leaseback transaction consisting of the: (i) acquisition, construction, installation and equipping of a building to consist of approximately 4,650″ square feet with an approximately 900″ square foot mezzanine to house a micro-distillery (“Distillery”) and acquisition, reconstruction, rehabilitation, installation and equipping of an existing building to house an office and operations center for the Distillery (“2009 Office Building and together with the Distillery, collectively, the “2009 Buildings”) situate on two (2) parcels of real estate consisting of approximately 8.90″ acres to be located along State Route 17B in the Town of Bethel (“Town”), County of Sullivan (“County”), State and identified on the Town tax map as Section 26, Block 1, Lot 6 and Section 22, Block 1, Lot 62 (“Land”) and related facilities in which the Agency acquired an interest; (ii) acquisition and installation thereon and therein of certain furniture, fixtures, machinery, equipment and tools (“2009 Equipment”); (iii) construction of improvements to the 2009 Buildings, the Land and the 2009 Equipment (collectively, the 2009 Buildings, the Land and the 2009 Equipment are referred to as the “2009 Project”); and (iv) lease of the 2009 Project from the Agency to the Company; and
WHEREAS, the Company and the Agency entered into the following documents:
- Amended and Restated Agent Agreement, dated August 11, 2009;
- Bill of Sale to the Agency, dated August 12, 2009;
- Lease Agreement and memorandum thereto, dated August 12, 2009; and
- Payment in Lieu of Taxation Agreement, dated August 12, 2009;
Items #1 through #4 are collectively referred to as the (“2009 Project Documents”); and
WHEREAS, on April 27, 2015, the Company presented an application (“Application”) to the Agency, a copy of which is on file at the office of the Agency, requesting that the Agency consider undertaking the Project consisting of: (i) the renovation, installation and equipping of the 2009 Office Building for use as a restaurant/saloon and office building (“Restaurant/Saloon”); (ii) the renovation, installation and equipping of an existing barn approximately 900± square feet in size for use to age whiskey (“Barrel House #1”); (iii) construction, installation and equipping of a storage facility approximately 1,680± square feet in size for use to age whiskey (“Barrel House #2”); (iv) the construction, installation and equipping of a 2 story storage facility approximately 9,000± square feet in size to be used for storage and to age whiskey (“Storage/Barrel House #3”); (v) the construction, renovation, installation and equipping of an existing building to be used as a garage (“Garage”); (vi) the construction, renovation, installation and equipping of an existing building to be used as an office and art gallery (“Office/Gallery” and together with the Restaurant/Saloon, the Barrel House #1, the Barrel House #2, the Storage/Barrel House #3 and Garage are collectively referred to as the “Buildings”) all situate on the Land; (vii) the acquisition and installation thereon and therein of certain furniture, fixtures, machinery, equipment and tools (“Equipment”); (viii) the construction of improvements to the Buildings, the Land and the Equipment (collectively, the Buildings, the Land and the Equipment are referred to as the “Project”); and (ix) leasing of the Project from the Agency to the Company; and
WHEREAS, by resolution, dated May 26, 2015 the Agency authorized (i) the Company to act as its agent to acquire, construct, renovate, install and equip the Project and directed that such documents, instruments, agreements and certificates necessary to provide the financial assistance requested by the Company in its application to the Agency be negotiated; and (ii) amend and restate the 2009 Project Documents; and
WHEREAS, an Amended and Restated Lease Agreement, Amended and Restated Payment-in-Lieu-of-Tax Agreement (“PILOT Agreement”) and related documents have been negotiated.
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 Amended and Restated Lease Agreement, Amended and Restated 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
Edward T. Sykes [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Sean Rieber [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Charles Barbuti, Jr. [ 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
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:
- 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.
- Such resolution was passed at a meeting of the Agency duly convened in public session on June 8, 2015 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 ] [ ]
Edward T. Sykes [ x ] [ ]
Suzanne Loughlin [ x ] [ ]
Charles Barbuti, Jr. [ x ] [ ]
Sean Rieber [ ] [ x ]
Howard Siegel [ x ] [ ]
Carol Roig [ x ] [ ]
Paul Guenther [ 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 [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Sean Rieber [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Charles Barbuti, Jr. [ 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
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 8th day of June, 2015. ______________________________
Secretary
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