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 February 8, 2016, 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 ]
Sean Rieber [ x ] [ ]
Charles Barbuti, Jr. [ x ] [ ]
Scott Smith [ ] [ x ]
Howard Siegel [ x ] [ ]
Carol Roig [ x ] [ ]
Paul Guenther [ ] [ x ]
The following persons were also present:
Steve White, Chief Executive Officer
Jennifer Flad, Agency Vice President of Governmental Affairs and Business Development
Julio Garaicoechea, Agency Project Manager
Walter F. Garigliano, Agency General Counsel
The following resolution was duly offered by Charles Barbuti, and seconded by Howard Siegel, to wit:
Resolution No. 07 – 16
RESOLUTION OF THE AGENCY CONSENTING TO THE ASSIGNMENT BY PLASTIC TECHNOLOGIES OF NEW YORK, LLC (“PT NEW YORK”) AND PTNY REAL ESTATE LLC (“PT REAL ESTATE” AND TOGETHER WITH PT NEW YORK COLLECTIVELY, “PTNY”) OF ALL RIGHT, TITLE AND INTEREST IN AND TO THE LEASE FOR PROJECT LOCATED AT 196 BRIDGEVILLE ROAD, TOWN OF THOMPSON, COUNTY OF SULLIVAN, STATE OF NEW YORK TO BRIDGEVILLE OFFICE CENTRE, LLC (“BRIDGEVILLE CENTRE”)
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 November 10, 2010, PTNY and the Agency entered into an Agent Agreement pursuant to which the Agency appointed PTNY to (i) acquire, construct, reconstruct, renovate, install and equip 19,800″ square foot building (which includes 4,400± square feet of office space and 15,400± square feet of manufacturing and warehouse space) (“Building”) and (ii) construction of a 10,000± square foot addition to the Building (“Addition” and together with Building collectively, the “Project”) on premises located at 196 Bridgeville Road, County of Sullivan, State consisting of 8.93″ acres and identified on the Town of Thompson tax map as Section 31, Block 1, Lot 83 (“Land” or “Property”); and
WHEREAS, PTNY is the tenant under that certain Lease Agreement (“Lease”), dated November 10, 2010, between PTNY and the Agency which Lease covers the Land together with the improvements thereon and all easements and appurtenances thereto belonging; and
WHEREAS, on November 23, 2010, a memorandum of said Lease was caused to be recorded in the Sullivan County Clerk’s Office, as Instrument No. 2010-59770; and
WHEREAS, PTNY was a debtor in a Chapter 7 case in the United States Bankruptcy Court, District of Vermont (Case. No. 12-10729, et seq)(the “Court”), and the Trustee abandoned and surrendered the Property pursuant to an Abandonment of Property by Trustee, dated July 14, 2014 and filed on July 17, 2014 (Docket No. 319) pursuant to Order Modifying Automatic Stay and For Abandonment entered June 16, 2014 (Docket No. 312); and
WHEREAS, the Agency and Bridgeville Centre have worked collaboratively to facilitate the establishment of a food hub (“Food Hub”) at the Property; and
WHEREAS, it appears that the Food Hub project, as proposed, will not be established; and
WHEREAS, Bridgeville Center has requested that the Agency consent to the assignment of PTNY’s interest in the Lease as memorialized by in that certain Assignment of Tenant’s Interest in Lease, a copy of which is attached hereto; and
WHEREAS, Bridgeville Centre has requested that the Lease and all related transaction documents be amended and restated so that a direct contractual relationship is established between the Agency and Bridgeville Center.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Agency hereby consents to the assignment of the Lease as contemplated by Assignment of Tenant’s Interest in Lease.
Section 2. The 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 an Amended and Restated Lease (and related project documents) by and between the Agency and Bridgeville Centre, effective as of September 17, 2014 on condition that:
(a) Bridgeville Centre assume all of the obligations of the Company (as defined in the Lease) occurring on or after September 17, 2014; and
(b) Bridgeville Centre agrees to pay all legal fees and recordation costs associated with the negotiation and preparation of amended and restated project documents.
Section 3. The 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 any and all related documents necessary to amend and restate the project documents.
Section 4. 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 5. 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 [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Sean Rieber [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Scott Smith [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Howard Siegel [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Carol Roig [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Paul Guenther [ ] Yes [ ] No [ x ] 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 (AAgency@) 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 8th day of February, 2016 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 ]
Sean Rieber [ x ] [ ]
Charles Barbuti, Jr. [ x ] [ ]
Scott Smith [ ] [ 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 [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Sean Rieber [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Scott Smith [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Howard Siegel [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Carol Roig [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Paul Guenther [ ] Yes [ ] No [ x ] 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 February, 2016.
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Secretary
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