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 November 9, 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 CS 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 Howard Siegel, and seconded by Paul Guenther, to wit:
Resolution No. 28 – 15
RESOLUTION RECINDING RESOLUTION NO. 27-15 AND AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF ONE OR MORE MORTGAGES IN AN AGGREGATE AMOUNT NOT TO EXCEED FIVE MILLION SIX HUNDRED FIFTY THOUSAND AND 00/100 ($5,650,000.00) DOLLARS AND RELATED DOCUMENTS IN FAVOR OF BANK OF AMERICA RELATING TO THE MOGENAVLAND LLC (“COMPANY”) PROJECT
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 (“State”); and
WHEREAS, on or about August 31, 2010, the Company and the Agency closed a straight lease transaction consisting of the (i) acquisition, construction, reconstruction, rehabilitation, renovation, installation and equipping of a summer camp including, but not limited to bunkhouses, kitchen, dining hall, gymnasium, offices and other recreational buildings, fields, pools, tennis courts (collectively, the Tusten Camp Buildings and Grounds) situate on two (2) parcels of real estate consisting of approximately 385.3 acres located along Camp Utopia Road in the Hamlet of Narrowsburg, Town of Tusten, County of Sullivan (“County”), State and identified on the Town of Tusten tax map as Section 7.C, Block 1, Lots 1 and 2 (collectively, the Tusten Land) and related facilities an interest in which the Agency is to acquire; (ii) acquisition and installation thereon and therein of certain furniture, fixtures, machinery, equipment and tools (Tusten Equipment); and (iii) construction of improvements to the Tusten Camp Buildings and Grounds, the Tusten Land and the Tusten Equipment (collectively, the Tusten Camp Buildings and Grounds, the Tusten Land and the Tusten Equipment are referred to as the Tusten Facility or the Tusten Project); and
WHEREAS, on or about August 31, 2010, the Company and the Agency closed a straight lease transaction consisting of the (i) acquisition, construction, reconstruction, rehabilitation, renovation, installation and equipping of a summer camp including, but not limited to bunkhouses, kitchen, dinning hall, gymnasium, offices and other recreational buildings, fields, pools, tennis courts (collectively, the Bethel Camp Buildings and Grounds) situate on four (4) parcels of real estate consisting of approximately 95.85 acres located along Laymon and Ranger Roads in the Town of Bethel, County, State and identified on the Town of Bethel tax map as Section 11, Block 1, Lot 20.3 and Section 16, Block 1, Lots 19, 20 and 35 (collectively, the Bethel Land) and related facilities an interest in which the Agency is to acquire; (ii) acquisition and installation thereon and therein of certain furniture, fixtures, machinery, equipment and tools (Bethel Equipment); and (iii) construction of improvements to the Bethel Camp Buildings and Grounds, the Bethel Land and the Bethel Equipment (collectively, the Bethel Camp Buildings and Grounds, the Tusten Camp Buildings and Grounds, the Bethel Land, the Tusten Land, the Bethel Equipment, the Tusten Equipment, the Tusten Facility and the Tusten Project are referred to as the Facility or the Project); and
WHEREAS, on or about September 17, 2015, the Company requested that the Agency join in execution of one or more mortgages in an aggregate amount not to exceed Eight Million Six Hundred Fifty Thousand and 00/100 ($8,650,000.00) Dollars together with any and all related documents in favor of Bank of America (“BOA”); and
WHEREAS, the Eight Million Six Hundred Fifty Thousand and 00/100 ($8,650,000.00) Dollars contemplated at the time of the original request to the Agency was part of an overall financing in the amount of Thirty-Six Million Three Hundred Twenty-Five Thousand Eight Hundred Fifty-Six and 00/100 ($36,325,856.00) Dollars; and
WHEREAS, subsequent to the September 17, 2015 request, the Company and BOA restructured the overall financing so that the Facility will secure only Five Million Six Hundred Fifty Thousand and 00/100 ($5,650,000.00) Dollars of the overall financing; and
WHEREAS, there are open mortgages of record which, if assigned, would allow a modification and extension of existing mortgage debt to secure the portion of the overall financing to be secured by the Facility without payment of additional mortgage recording tax; and
WHEREAS, the Company and BOA prefer that the portion of the overall financing to be secured by the Facility be memorialized by a new mortgage in the principal amount of Five Million Six Hundred Fifty Thousand and 00/100 ($5,650,000.00) Dollars; and
WHEREAS, the Company has invested over Three Million and 00/100 ($3,000,000.00) Dollars in capital improvements at the Facility since the time of acquisition on August 31, 2010, which is in addition to the ongoing expenses relating to operation of the Facility; and
WHEREAS, it is contemplated that the Agency will join in one or more mortgages in an aggregate amount not to exceed Five Million Six Hundred Fifty Thousand and 00/100 ($5,650,000.00) Dollars together with any and all related documents in favor of BOA.
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, each acting individually are each hereby authorized, on behalf of the Agency, to execute and deliver one or more mortgages in and aggregate amount not to exceed Five Million Six Hundred Fifty Thousand and 00/100 ($5,650,000.00) Dollars and all related documents in favor of BOA, which mortgages may be recorded exempt from payment of mortgage recording tax.
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 [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Suzanne Loughlin [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Sean Rieber [ ] Yes [ ] No [ x ] 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 (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 (“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 9th day of November, 2015 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 ] [ ]
Charles Barbuti, Jr. [ x ] [ ]
Sean Rieber [ ] [ 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 [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Suzanne Loughlin [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Sean Rieber [ ] Yes [ ] No [ x ] 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 9th day of November, 2015.
Secretary
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