RESOLUTION
A special 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 September 25, 2012 at 10:00 a.m. local time.
The meeting was called to order by _____________________________, and, upon roll being called, the following members of the Agency were:
PRESENT ABSENT
Ira Steingart [ ] [ ]
Harold Gold [ ] [ ]
Edward T. Sykes [ ] [ ]
Suzanne Loughlin [ ] [ ]
Charles Barbuti, Jr. [ ] [ ]
Harris Alport [ ] [ ]
Steve White [ ] [ ]
Sandy Shaddock [ ] [ ]
Sean Rieber [ ] [ ]
The following persons were also present:
Allan C. Scott, Chief Executive Officer
Jennifer C.S. Brylinski, Agency Executive Director
Elizabeth A. Hunt, Agency Executive Assistant
Walter F. Garigliano, Esq., Agency Counsel
The following resolution was duly offered by _______________________, and seconded by _______________________, to wit:
Resolution No. ______ – 12
RESOLUTION AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF A MORTGAGE IN AN AMOUNT NOT TO EXCEED THREE HUNDRED NINETY-THREE THOUSAND SEVEN HUNDRED FIFTY AND 00/100 ($393,750.00) DOLLARS AND RELATED DOCUMENTS IN FAVOR OF THE FIRST NATIONAL BANK OF JEFFERSONVILE (“BANK”) RELATING TO THEOWINS, LLC (“COMPANY”)
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 April 30, 2012, the Agency, the Company, Catskill Brewery, LLC and Global Natural Foods, Inc. entered into a sale/leaseback transaction wherein the Agency took title to the Company’s real property in the Town of Rockland (“Town”), County of Sullivan (“County”), State of New York (“State”) to (i) facilitate the acquisition, construction, installation and equipping of a building to consist of approximately 5,250± square feet (which includes approximately 3,500± square feet of brewery space and approximately 1,750± square feet of office space) (“Building”) situate on a parcel of real estate consisting of .61 acres to be located at 672 Old Route 17 in the Town, County and State and identified on the tax map as Rockland Section 39, Block 2, Lot 10 (“Land”) and related facilities to be owned by the Agency; (ii) acquisition and installation thereon and therein of certain furniture, fixtures, machinery, equipment and tools (“Equipment”); (iii) construction of improvements to the Building, the Land and the Equipment (collectively, the Building, the Land and the Equipment are referred to as the “Facility” or the “Project”); and (iv) lease of the Facility to the Company; and
WHEREAS, the Company requested that the Agency join in a mortgage in an amount not to exceed Three Hundred Ninety-Three Thousand Seven Hundred Fifty and 00/100 ($393,750.00) Dollars together with the security agreement, assignment of leases and rents and any and all related documents in favor of the Bank thereby abating Three Thousand Nine Hundred Thirty-Seven and 50/100 ($3,937.50) Dollars in mortgage tax, which mortgage shall be secured by a lien on the Facility; and
WHEREAS, it is contemplated that the Agency will join in a mortgage in an amount not to exceed Three Hundred Ninety-Three Thousand Seven Hundred Fifty and 00/100 ($393,750.00) Dollars together with the security agreement, assignment of leases and rents and any and all related documents in favor of the Bank and abating mortgage tax in an amount not to exceed Three Thousand Nine Hundred Thirty-Seven and 50/100 ($3,937.50) 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, each acting individually, are each hereby authorized, on behalf of the Agency, to execute and deliver a mortgage, security agreement, assignment of leases and rents and any and all related documents in favor of the Bank thereby abating mortgage tax on a mortgage not to exceed Three Hundred Ninety-Three Thousand Seven Hundred Fifty and 00/100 ($393,750.00) 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:
Ira Steingart [ ] Yes [ ] No [ ] Absent [ ] Abstain
Harold Gold [ ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ ] Yes [ ] No [ ] Absent [ ] Abstain
Harris Alport [ ] Yes [ ] No [ ] Absent [ ] Abstain
Steve White [ ] Yes [ ] No [ ] Absent [ ] Abstain
Sandy Shaddock [ ] Yes [ ] No [ ] Absent [ ] Abstain
Sean Rieber [ ] Yes [ ] No [ ] Absent [ ] Abstain
The resolutions were thereupon duly adopted.
STATE OFNEW YORK :
:ss.:
COUNTY OF SULLIVAN :
I, the undersigned (Assistant) Secretary of theCountyofSullivan Industrial Development Agency DO HEREBY CERTIFY THAT:
1. 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.
2. Such resolution was passed at a meeting of the Agency duly convened in public session on the 25th day of September, 2012 at 10:00 a.m. at theSullivanCountyGovernmentCenter,100 North Street,Village ofMonticello, Sullivan County, New York, at which the following members were present:
PRESENT ABSENT
Ira Steingart [ ] [ ]
Harold Gold [ ] [ ]
Edward T. Sykes [ ] [ ]
Suzanne Loughlin [ ] [ ]
Charles Barbuti, Jr. [ ] [ ]
Harris Alport [ ] [ ]
Steve White [ ] [ ]
Sandy Shaddock [ ] [ ]
Sean Rieber [ ] [ ]
3. 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 [ ] Abstain
Harold Gold [ ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ ] Yes [ ] No [ ] Absent [ ] Abstain
Harris Alport [ ] Yes [ ] No [ ] Absent [ ] Abstain
Steve White [ ] Yes [ ] No [ ] Absent [ ] Abstain
Sandy Shaddock [ ] Yes [ ] No [ ] Absent [ ] Abstain
Sean Rieber [ ] 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 25th day of September, 2012. ______________________________
Secretary
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