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 ]
Sean Rieber [ x ] [ ]
Charles Barbuti, Jr. [ 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 Sean Rieber, and seconded by Paul Guenther, to wit:
Resolution No. 31 – 15
RESOLUTION (I) AUTHORIZING THE CONSTRUCTION AND EQUIPPING OF AN APPROXIMATELY 30’ X 80’ SQUARE FOOT GARAGE BUILDING AT THE MOUNTAIN CANDY & CIGAR CO., INC. (“COMPANY”) PROJECT (“2015 PROJECT”); (II) MAKING CERTAIN FINDINGS AND DETERMINATIONS WITH RESPECT TO THE 2015 PROJECT; (III) APPOINTING THE COMPANY AS AGENT OF THE AGENCY FOR THE PURPOSE OF CONSTRUCTING AND EQUIPPING THE 2015 PROJECT; (IV) AUTHORIZING THE CHAIRMAN OR CHIEF EXECUTIVE OFFICER OF THE AGENCY, EACH ACTING INDIVIDUALLY, TO EXECUTE AND DELIVER AN OMNIBUS AMENDMENT OF THE 1998 TRANSACTION DOCUMENTS (AS HEREINAFTER DEFINED)
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 “Act”), 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 December 26, 1995, the Agency and the Company entered into a Sale/Leaseback transaction relating to the (A)(1) acquisition of an approximately 3.60 acre parcel of land (“1995 Land”) located at 40 Lake Street in South Fallsburg, Sullivan County, New York, together with an existing approximately 25,000 square foot facility located on the 1995 Land (“Existing Facility”), (2) construction on the 1995 Land of an approximately 40,000 square foot addition to the Existing Facility (“Addition”) (the Existing Facility and the Addition hereinafter collectively referred to as the “Facility”); and (3) acquisition and installation therein and thereon of certain machinery and equipment (“Equipment”), all of the foregoing to constitute a facility to be used by the Company for the wholesale distribution of tobacco, confectionery and related products (the Land, the Facility and the Equipment being collectively referred to as the “Project Facility”); (B) granting of “financial assistance”; and (C) leasing of the Project Facility to the Company; and
WHEREAS, on or about May 7, 1998 the Company and the Agency entered into a First Amendment to Lease Agreement and Amended and Restated PILOT Agreement to include (2) parcels of real estate (“1998 Land” together with the 1995 Land collectively, the “Land”) (“1998 Transaction Documents”); and
WHEREAS, on or about December 3, 2015, the Company filed an application requesting the Agency to (i) provide financial assistance for the construction and equipping of a 30’ x 80’ garage on the Land; (ii) appoint the Company as Agent of the Agency for the construction and equipping of the 2015 Project; (iii) amend the 1998 Transaction Documents to include the 2015 Project (“Omnibus Amendment”); (iv) authorize its Chairman or Chief Executive Officer to sign the Omnibus Amendment; and (v) provide a sales tax exemption for the purchases related to the 2015 Project; and
WHEREAS, the total financial assistance being contemplated by the Agency is less than $100,000; and
WHEREAS, pursuant to Article 8 of the Environmental Conservation Law and the regulations adopted pursuant thereto by the Department of Environmental Conservation of the State of New York (“SEQR”), the Agency constitutes a “State Agency”; and
WHEREAS, the Agency in reliance on a determination made by the Town of Fallsburg Planning Board in connection with site plan review relating to the proposed garage addition has determined that the Facility is a Type II action under SEQR and pursuant to the Agency’s Resolution dated September 14, 1998 no further action is required; and
WHEREAS, the Agency wishes (i) authorize the construction and equipping of the 2015 Project; (ii) enter into the Omnibus Amendment; (iii) authorize its Chairman or Chief Executive Officer to execute the Omnibus Amendment and related documents between the Agency and the Company; (iv) provide a sales tax exemption relating to the construction and equipping of the 2015 Project; (v) designate the Company as its agent for the purpose of constructing and equipping the 2015 Project; and (vi) provide financial assistance to the Company in the form of a sales tax exemption for purchases related to the construction and equipping of the 2015 Project.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Chairman or Chief Executive Officer of the Agency, each acting individually are hereby authorized, on behalf of the Agency, to execute and deliver the Omnibus Amendment together with any other documents necessary to authorize the construction and equipping of the 2015 Project.
Section 2. Based upon (i) the representations made by the Company to the Agency, and (ii) a review of the EAF and related documents, the Agency hereby determines that:
(A) The Company plans to construct and equip the 2015 Project; and
(B) The Facility is a Type II action under SEQR 6 NYCCR 617.5 (c)(2) and pursuant to the Agency’s Resolution dated September 14, 1998 no further action is needed.
A copy of this resolution shall together with the attachments thereto be placed on file in the office of the Agency where the same shall be available for public inspection during business hours, and notices of this negative declaration shall be filed in such offices, posted in such places, and published in such publications as shall be necessary to conform with the requirements of SEQR.
Section 3. The Agency has determined that the proposed financial assistance does not exceed the sum of $100,000.00 and therefore the proposed action is not subject to a public hearing.
Section 4. Subject to the Company executing a 2015 Omnibus Amendment in form and substance approved by the Chief Executive Officer, the Agency hereby authorizes the Company to proceed with the construction and equipping of the 2015 Project and hereby appoints the Company as the true and lawful agent of the Agency to construct and equip the 2015 Project on behalf of the Agency; with the authority to delegate its status as agent of the Agency to the Company’s agents, subagents, contractors, subcontractors, suppliers, vendors and other such parties as the Company may choose. The appointment described above includes the following activities as they relate to the construction and equipping of the 2015 Project, whether or not the materials, services or supplies described below are incorporated into or become an integral part of the 2015 Project; (i) all purchases, leases, rentals and other uses of tools, machinery and equipment in connection with the construction and equipping of the 2015 Project; (ii) all purchases, rentals, uses or consumption of supplies, materials and services of every kind and description in connection with the construction and equipping of the 2015 Project; and (iii) all purchases, leases, rentals and uses of equipment, machinery, and other tangible personal property (including installation costs with respect thereto), installed or placed in, upon or under the 2015 Project, including all repairs and replacements of such property. This agency appointment includes the power to make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions, as the stated agents for the Agency, and in general to do all things which may be requisite or proper for completing the 2015 Project, all with the same powers and with the same validity as the Agency could do if acting on its own behalf. The aforesaid appointment of the Company as agent of the Agency to construct and equip the 2015 Project shall expire on June 30, 2016 if the 2015 Omnibus Amendment has not been executed and delivered.
Section 5. The Chairman, Vice Chairman or Chief Executive Officer of the Agency is hereby authorized, on behalf of the Agency, to execute and deliver the Omnibus Amendment 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 6. The officers, employees and agents of the Agency are hereby authorized and directed 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 this resolution 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 7. It is hereby found and determined that all formal actions of the Agency concerning and relating to the adoption of this resolution were adopted in an open meeting of the Agency; and that all deliberations of the Agency and of any of its committees that resulted in such formal action were in meetings open to the public, in compliance with all legal requirements.
Section 8. The Chief Executive Officer, Executive Director or Counsel to the Agency is hereby authorized and directed (i) to distribute copies of this resolution to the Company; and (ii) to do such further things or perform such acts as may be necessary or convenient to implement the provisions of this resolution.
Section 9. This resolution shall take effect immediately.
The question of adoption of the foregoing Resolution was duly put to a vote on roll call, which resulted as follows:
Ira Steingart [ ] Yes [ ] No [ ] Absent [ x ] 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
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 Secretary (or 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, Sullivan County, 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 ] [ ]
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 [ ] Yes [ ] No [ ] Absent [ x ] 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
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.
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Secretary
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