RESOLUTION
The reconvened meeting of the 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 April 17, 2012 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 [ ] [ ]
Harold Gold [ ] [ ]
Raymond Walter [ ] [ ]
Edward T. Sykes [ ] [ ]
Charles Barbuti, Jr. [ ] [ ]
Harris Alport [ ] [ ]
Suzanne Loughlin [ ] [ ]
Cindy L. Garlinghouse [ ] [ ]
Steve White [ ] [ ]
The following persons were also present:
Allan C. Scott, Chief Executive Officer
Jennifer Brylinski, Agency Executive Director
Elizabeth A. Hunt, Agency Executive Assistant
Walter F. Garigliano, Agency General Counsel
The following resolution was duly offered by __________________, and seconded by ________________________, to wit:
Resolution No. ___ – 12
RESOLUTION AUTHORIZING, APPROVING AND CONSENTING TO A LEASE FROM FRONTIER INSURANCE GROUP, LLC, AS LANDLORD (“FRONTIER”) TO NANA’S HOUSE CHILDCARE CENTER, INC. (“NANA’S HOUSE CC”) FOR A PORTION OF AN APPROXIMATELY 12.967± ACRE PARCEL UPON WHICH NANA’S HOUSE DAYCARE CENTER AND RELATED IMPROVEMENTS ARE LOCATED AT 16 FRONTIER DRIVE, ROCK HILL, NEW YORK FOR A TERM OF APPROXIMATELY TWO (2) YEARS COMMENCING NOVEMBER 9, 2011 AND ENDING FEBRUARY 15, 2014
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 February 26, 1997, Frontier and Frontier Insurance Company (n/k/a Frontier Insurance Company in Rehabilitation (“FIC”) entered into a First Supplemental Sale Agreement whereby the Agency acquired certain property located at 195 Lake Louise Marie Road; and
WHEREAS, on or about September 1, 1999, the Agency, Frontier and FIC entered into a Second Supplemental Sale Agreement (“Second Supplemental Sale Agreement”) amending the First Supplemental Sale Agreement and adding a project to be known as “Nana’s House”; and
WHEREAS, Frontier and the Agency consented to the execution and delivery of a lease, commencing on September 26, 2009 and ending February 15, 2014 by and between Frontier, as landlord and Young Men’s Christian Association of Middletown (“YMCA”), as tenant pursuant to which the YMCA shall lease a portion of an approximately 12.967± acre parcel of land located at 16 Frontier Drive, Rock Hill, New York, on which is situate a child day care establishment known as “Nana’s House” together with play area and appurtenance thereto, along with shared access parking (“Land”); and
WHEREAS, the YMCA is no longer leasing the Land; and
WHEREAS, Frontier requests that the Agency consent to the execution and delivery of a lease between Frontier, as landlord and Nana’s House CC, as tenant pursuant to which Nana’s House CC shall lease the Land (“Lease”); and
WHEREAS, the Agency, after reviewing the Lease contemplates consenting to the such lease on the terms and conditions set forth in the Second Supplemental Sale Agreement on the condition that:
(i) the lease to Nana’s House CC shall not relieve Frontier from primary liability for any of its obligations under the Second Supplemental Sale Agreement;
(ii) Nana’s House CC shall assume the obligations of the Frontier under the Second Supplemental Sale Agreement to the extent of its interest in the premises;
(iii) Frontier shall furnish or cause to be furnished to the Agency a true and complete copy of the Lease pursuant to which the leasehold estate is granted to Nana’s House CC; and
(iv) the premises shall continue to constitute a “project” as such term is defined in the Act.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Agency hereby gives its authorization, approval and consent to the Lease; provided that:
(i) the lease to Nana’s House CC shall not relieve Frontier from primary liability for any of its obligations under the Second Supplemental Sale Agreement;
(ii) Nana’s House CC shall assume the obligations of Frontier under the Second Supplemental Sale Agreement to the extent of its interest in the premises;
(iii) Frontier shall furnish or cause to be furnished to the Agency a true and complete copy of the Lease pursuant to which the leasehold estate is granted to Nana’s House CC; and
(iv) the Premises shall continue to constitute a “project” as such term is defined in the Act.
Section 2. The Chairman, Chief Executive Officer or Vice Chairman of the Agency, each acting individually, is hereby authorized, on behalf of the Agency, to execute and deliver any and all documents necessary to formalize the foregoing, all in the form approved by Counsel to the Agency with such changes, variations, omissions and insertions as the Chairman, Chief Executive Officer or Vice Chairman of the Agency, each acting individually, shall approve, the execution thereof by the Chairman, Chief Executive Officer or Vice Chairman 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 [ ] Yes [ ] No [ ] Absent [ ] Abstain
Harold Gold [ ] Yes [ ] No [ ] Absent [ ] Abstain
Raymond Walter [ ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ ] Yes [ ] No [ ] Absent [ ] Abstain
Harris Alport [ ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ ] Absent [ ] Abstain
Cindy L. Garlinghouse [ ] Yes [ ] No [ ] Absent [ ] Abstain
Steve White [ ] Yes [ ] No [ ] Absent [ ] Abstain
The resolutions were thereupon duly adopted.