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 December 14, 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 C.S. Brylinski, Agency Executive Director
Julio Garaicoechea, Agency Project Manager
Walter F. Garigliano, Agency General Counsel
The following resolution was duly offered by Charles Barbuti, Jr., and seconded by Edward T. Sykes to wit:
Resolution No. 36 – 15
RESOLUTION TO AUTHORIZE AND APPROVE THE EXECUTION AND DELIVERY OF A MORTGAGE IN AN AMOUNT NOT TO EXCEED $800,000 DOLLARS AND RELATED DOCUMENTS IN FAVOR OF FIRST NIAGARA BANK, N.A. (“BANK”) RELATING TO THE RHH LAND, LLC (“COMPANY”) PROJECT
WHEREAS, by Title 1 of Article 18-A of the General Municipal Law of the State of New York (“State”), as amended, and Chapter 560 of the Laws of 1970 of the State, as amended and codified as Section 960 of the General Municipal Law (collectively, the AAct@), the Agency was created with the authority and power to own, lease and sell property as authorized by the Act; and
WHEREAS, on or about April 21, 2012, the Company and the Agency closed a Sale/Leaseback Transaction consisting of the (i) acquisition, reconstruction, renovation, rehabilitation, installation and equipping of a 74 room hotel formerly operated as “The Lodge” (“Building”) situate on three (3) separate parcels of real estate consisting of approximately 54.13+/- acres of Land located along Rock Hill Drive in the Town of Thompson, County of Sullivan, State of New York and identified on the tax map as Thompson 35-1-7.1, 35-1-7.4 and 51-2-12 (“Land”) and related facilities and to be owned by the Agency; (ii) acquiring and installing thereon and therein certain furniture, fixtures, machinery and equipment (“Equipment”); and (iii) rehabilitating and reconstructing improvements to the Building, the Land and the Equipment (collectively, the Building, Land and Equipment referred to as the “Facility” or the “Project”) and (iv) amending and extending the existing lease on the Facility from the Agency to the Company; and
WHEREAS, pursuant to its Commitment Letter, dated November 20, 2015, the Bank has offered to make a Commercial Mortgage Loan to the Company in the principal amount of EIGHT HUNDRED THOUSAND AND 00/100 ($800,000.00) Dollars; and
WHEREAS, the Company has requested that the Agency join in the execution of a commercial mortgage (and related documents) in an amount not to exceed EIGHT HUNDRED THOUSAND AND 00/100 ($800,000.00) Dollars in favor of the Bank and abate the mortgage tax thereon in an amount not to exceed EIGHT THOUSAND AND 00/100 ($8,000.00) 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, either acting individually, are each hereby authorized, on behalf of the Agency, to execute and deliver a Mortgage in an amount not to exceed Eight Hundred Thousand and 00/100 ($800,000.00) Dollars and any and all related documents in favor of the Bank thereby abating the mortgage tax thereon in an amount not to exceed Eight Thousand and 00/100 ($8,000.00) 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:
THE MEMBERS VOTED ON THE FOREGOING RESOLUTION AS FOLLOWS:
Ira Steingart [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Sean Rieber [ ] Yes [ ] No [ ] Absent [ x ] 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
Scott Smith [ x ] Yes [ ] No [ ] Absent [ ] Abstain
and therefore, the resolution was declared duly adopted.
STATE OF NEW YORK :
:ss.:
COUNTY OF SULLIVAN :
I, the undersigned Secretary (Assistant) 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 the 14th day of December, 2015 at 11:00 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 ] [ ]
Edward T. Sykes [ x ] [ ]
Suzanne Loughlin [ ] [ x ]
Sean Rieber [ x ] [ ]
Charles Barbuti, Jr. [ 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 [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Sean Rieber [ ] Yes [ ] No [ ] Absent [ x ] 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
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 14th day of December, 2015. ____________________________________
Secretary
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