RESOLUTION
A Special meeting of County of Sullivan Industrial Development Agency (“Agency”) was convened in session at the Sullivan County Government Center, Monticello, New York on September 30, 2014, at 10:00 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 ] [ ]
Steve White [ x ] [ ]
Sandy Shaddock [ ] [ x ]
Sean Rieber [ ] [ x ]
Howard Siegel [ x ] [ ]
Carol Roig [ x ] [ ]
The following persons were also present:
Allan C. Scott, Chief Executive Officer
Jennifer C.S. 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 Charles Barbuti, to wit:
Resolution No. 30 – 14
RESOLUTION OF THE AGENCY (A) CONSENTING TO THE ASSIGNMENT OF THE A.K.L. REALTY, LLC (“AKL”) ISA (AS HEREINAFTER DEFINED) AND THE AGENCY DOCUMENTS (AS HEREINAFTER DEFINED); (B) APPOINTING INTERNATIONAL CONTRACTORS CORP. (“ICC”) AND JAM TWO, LLC (“JAM TWO” TOGETHER WITH ICC COLLECTIVELY, THE “COMPANY”) AS AGENT OF THE AGENCY FOR THE PURPOSE OF (I) ACQUIRING, CONSTRUCTING, RECONSTRUCTING, RENOVATING, REHABILITATING, INSTALLING AND EQUIPPING AN APPROXIMATELY 12,000 SQUARE FOOT BUILDING INTENDED TO BE USED AS A ROOFING CONTRACTOR SHOP AND METAL ROOF PANEL FABRICATION PLANT (“BUILDING”) SITUATE ON ONE (1) PARCEL OF REAL ESTATE CONSISTING OF APPROXIMATELY 5.00” ACRES LOCATED AT 46 INDUSTRIAL PARK ROAD, WHITE LAKE, NEW YORK IN THE TOWN OF BETHEL, COUNTY OF SULLIVAN, STATE OF NEW YORK AND IDENTIFIED ON THE TOWN OF BETHEL TAX MAP AS SECTION 18, BLOCK 1, LOT 16.3 (“LAND”); (II) ACQUIRING AND INSTALLING THEREON AND THEREIN CERTAIN MACHINERY, EQUIPMENT AND TOOLS (“EQUIPMENT”) (COLLECTIVELY, THE BUILDING, THE LAND AND THE EQUIPMENT ARE REFERRED TO AS THE “FACILITY” OR THE “PROJECT”); AND (III) LEASING THE FACILITY FROM THE AGENCY TO THE COMPANY; (C) MAKING CERTAIN FINDINGS AND DETERMINATIONS WITH RESPECT TO THE FACILITY; AND (D) AUTHORIZING THE EXECUTION AND DELIVERY OF AN AGENT AGREEMENT BETWEEN THE AGENCY AND THE COMPANY; AUTHORIZING THE AGENCY TO EXECUTE A LEASE AGREEMENT, A PAYMENT IN LIEU OF TAX AGREEMENT (“PILOT AGREEMENT”) AND RELATED DOCUMENTS WITH RESPECT TO THE ACQUISITION, CONSTRUCTION, RECONSTRUCTION, RENOVATION, REHABILITATION, INSTALLATION AND EQUIPPING OF THE FACILITY
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 October 1, 2003, AKL and the Agency entered into an Installment Contract for Sale (“ISA”); and
WHEREAS, on or about October 1, 2003, AKL entered into various other agreements with the Agency to obtain financial assistance, including without limitation, an Agent Agreement, a Lease Agreement and Payment in Lieu of Tax Agreement (“Agency Documents”) relating to 46 Industrial Park Road, White Lake, New York; and
WHEREAS, AKL desires to transfer, assign and convey to JAM TWO any right, title and interest in and to the ISA and the Agency Documents, and JAM TWO, subject to the terms and conditions of the ISA and the Agency Documents, desires to accept and purchase all of AKL’s right, title and interest in and to the ISA and the Agency Documents; and
WHEREAS, the Company has presented an application (“Application”) to the Agency, a copy of which is on file at the office of the Agency, requesting that the Agency consent to the assignment of the ISA and Agency Documents from AKL to JAM TWO and consider undertaking a project consisting of (i) the acquisition, construction, reconstruction, renovation, rehabilitation, installation and equipping of an approximately 12,000 square foot building intended to be used as a roofing contractor shop and metal roof panel fabrication plant (“Building”) situate on one (1) parcel of real estate consisting of approximately 5.00 ± acres located at 46 Industrial Park Road, White Lake, New York in the Town of Bethel, County of Sullivan, State of New York and identified on the Town of Bethel tax map as Section 18, Block 1, Lot 16.3 (“Land”) and related facilities owned by the Agency; (ii) the acquisition and installation thereon and therein of certain machinery, equipment and tools (“Equipment”) (collectively, the Building, the Land and the Equipment are referred to as the “Facility” or the “Project”); and (iii) leasing the Facility from the Agency to the Company; and
WHEREAS, the total financial assistance being contemplated by the Agency is less than $100,000; and
WHEREAS, based on the information set forth in the Application, the personal inspection of the current business location by members of the Agency and the Letters in Support of the Project, the Agency hereby finds the relocation of the Company from one location to another within the State of New York is necessary to preserve the competitive position of the Company in its industry; and
WHEREAS, it is contemplated that the Agency will (i) designate the Company as its agent for the purpose of acquiring, constructing, reconstructing, renovating, rehabilitating, installing and equipping the Project; (ii) enter into a Lease Agreement and PILOT Agreement with the Company; (iii) hold title to the Land, the improvements and personal property thereon which constitute the Project; and (iv) provide financial assistance to the Company in the form of (a) sales tax exemption for purchases related to the acquisition, construction, reconstruction, renovation, rehabilitation, installation and equipping of the Project and (b) a real property tax abatement; and
WHEREAS, the Agency has determined that the Application which involves the adaptive reuse of our existing building 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 has given due consideration to the Application of the Company and to representations by the Company that the proposed financial assistance is an inducement to the Company to undertake the Project; and
WHEREAS, the Agency has considered the following matters as more fully set forth in its Uniform Tax Exemption Policies:
- Permanent private sector job creation and retention;
- Estimated value of the tax exemption;
- Impact of Project on existing and proposed business or economic development projects;
- The amount of private sector investment generated or likely to be generated by the Project;
- Demonstrated public support for the Project;
- Likelihood of accomplishing the Project in a timely fashion;
- Extent to which the Project will require additional services including, but not limited to educational, police, transportation, EMS and fire;
- Extent to which the Project will provide additional revenues; and
- Extent to which the Project will serve the public purposes of the Act by preserving permanent, private sector jobs and increasing the overall number of permanent, private sector jobs in the State;
and
WHEREAS, the Agency desires to encourage the Company to advance the job opportunities, health, general prosperity and economic welfare of the people of Sullivan County, New York by providing the contemplated financial assistance and undertaking the Project; and
WHEREAS, the Chairman has negotiated a Lease Agreement, PILOT Agreement and related documents with the Company; and
WHEREAS, the Lease Agreement, PILOT Agreement and related documents have been prepared by Agency counsel; and
WHEREAS, it is contemplated that the Agency will (i) consent to the assignment of the ISA and Agency Documents from AKL to JAM TWO; (ii) sell the Facility to the Company as contemplated by the ISA; and (iii) provide the financial assistance requested by the Company in its application to the Agency.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Company has presented to the Agency, among other things:
(A) An Application in form acceptable to the Agency; and
(B) A Cost/Benefit Analysis relating to the proposed financial assistance.
Section 2. Based upon (i) the representations made by the Company to the Agency, the Agency hereby determines that:
(A) The Project consists of the adaptive reuse of an existing building; 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; accordingly, 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.
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. Based upon representations made by the Company to the Agency, the Agency hereby makes, finds and determines as follows:
(A) By virtue of the Act, the Agency has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act;
(B) It is desirable and in the public interest for the Agency to (i) take title the Land and to take title to the improvements and personal property constituting the Project; (ii) appoint the Company as its agent for purposes of acquiring, constructing, reconstructing, renovating, rehabilitating, installing and equipping the Project, and (iii) lease or installment sell the Land, improvements and personal property constituting the Project to the Company pursuant to the Lease Agreement and subject to the PILOT Agreement;
(C) The Agency has the authority to take the actions contemplated therein under the Act;
(D) The action to be taken by the Agency will induce the Company to develop the Project, thereby increasing employment opportunities in Sullivan County and otherwise furthering the purposes of the Agency as set forth in the Act;
(E) Based on the information set forth in the Application, the personal inspection of the current business location by members of the Agency and the Letters in Support of the Project, the Agency hereby finds the relocation of the Company from one location to another within the State of New York is necessary to preserve the competitive position of the Company in its industry.
Section 5. The Agency hereby consents to the assignment of the ISA and Agency Documents from AKL to JAM TWO.
Section 6. Subject to the Company executing an Agent Agreement in form and substance approved by the Chairman, the Agency hereby authorizes the Company to proceed with the acquisition, construction, reconstruction, renovation, rehabilitation, installation and equipping of the Project and hereby appoints the Company as the true and lawful agent of the Agency to acquire, construct, reconstruct, renovate, rehabilitate, install and equip the Facility 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 acquisition, construction, reconstruction, renovation, rehabilitation, installation and equipping of the Facility, whether or not the materials, services or supplies described below are incorporated into or become an integral part of the Facility; (i) all purchases, leases, rentals and other uses of tools, machinery and equipment in connection with the acquisition, construction, reconstruction, renovation, rehabilitation, installation and equipping of the Facility; (ii) all purchases, rentals, uses or consumption of supplies, materials and services of every kind and description in connection with the acquisition, construction, reconstruction, renovation, rehabilitation, installation and equipping of the Facility; 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 Facility, 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 Facility, 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 Facility shall expire on October 31, 2014 if the Lease Agreement and PILOT Agreement have not been executed and delivered.
Section 7. The Lease Agreement, PILOT Agreement and related documents which were negotiated by the Chairman, are hereby approved as to form and substance on condition that: (i) the payments under the Lease Agreement include payments of all costs incurred by the Agency arising out of or related to the Project and indemnification of the Agency by the Company for actions taken by the Company and/or claims arising out of or related to the Project; and (ii) the terms of the PILOT Agreements are consistent with the Agency’s Uniform Tax Exemption Policy or the procedures for deviation have been compiled with.
Section 8. The Chairman, Vice Chairman or Chief Executive Officer of the Agency is hereby authorized, on behalf of the Agency, to execute and deliver the Agent Agreement, the Lease Agreement, PILOT Agreement 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 9. 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 10. 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 11. The Chairman, Vice Chairman or 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 12. This resolution shall take effect immediately.
THE MEMBERS VOTED ON THE FOREGOING RESOLUTION 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. [ ] Yes [ ] No [ ] Absent [ ] Abstain
Steve White [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Sandy Shaddock [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Sean Rieber [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Howard Siegel [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Carol Roig [ x ] Yes [ ] No [ ] Absent [ ] Abstain
and therefore, the resolution was declared duly adopted.
STATE OF NEW YORK :
:ss.:
COUNTY OF SULLIVAN :
I, the undersigned Secretary (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 30th day of September, 2014 at 10:00 a.m. at the Sullivan County Government Center, 100 North Street, 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 ] [ ]
Steve White [ x ] [ ]
Sandy Shaddock [ ] [ x ]
Sean Rieber [ ] [ x ]
Howard Siegel [ x ] [ ]
Carol Roig [ x ] [ ]
- The question of the adoption of the foregoing resolution was duly put to a vote on roll call which resulted 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
Steve White [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Sandy Shaddock [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Sean Rieber [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Howard Siegel [x ] Yes [ ] No [ ] Absent [ ] Abstain
Carol Roig [ x ] Yes [ ] No [ ] Absent [ ] Abstain
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 30th day of September, 2014.
____________________________________
Secretary
##