February 28, 2014 – Resolution – Approving the Execution and Delivery of Termination Documents for the Paradise II Resorts Project

    RESOLUTION

                The 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 12701 on February 28, 2014 at 12:00 p.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                            [   √      ]                       [           ]

    Edward T. Sykes                    [   √      ]                       [           ]

    Suzanne Loughlin                   [   √      ]                       [           ]

    Charles Barbuti, Jr.                 [   √      ]                       [           ]

    Steve White                            [   √      ]                       [           ]

    Sandy Shaddock                     [           ]                       [   √      ]

    Sean Rieber                             [   √      ]                       [           ]

     

    The following persons were also present:

    Allan C. Scott, Chief Executive Officer

    Jennifer CS Brylinski, Executive Director

    Walter F. Garigliano, Esq., Agency Counsel

    The following resolution was duly offered by Sean Rieber, and seconded by Steve White to wit:

    Resolution No. 07 – 14

    RESOLUTION AUTHORIZING, APPROVING AND CONSENTING TO THE EXECUTION AND DELIVERY BY THE AGENCY’S CHAIRMAN OR CHIEF EXECUTIVE OFFICER OF A PROJECT TERMINATION AGREEMENT AND ANY AND ALL RELATED DOCUMENTS RECONVEYING REAL PROPERTY AND PERSONAL PROPERTY RELATING TO THE PARADISE II RESORTS, INC. (“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; and

    WHEREAS, on or about October 12, 1999, the Agency and the Company entered into a sale/leaseback transaction wherein the Agency took title to the Company’s real property in the Town of Mamakating, County of Sullivan, State of New York to facilitate the acquisition, reconstruction, renovation, rehabilitation and equipping of a former resort and related facilities (“Project”); and

    WHEREAS, the Agency and the Company entered into the following documents:

    1. Bill of Sale to Agency;
    2. Lease Agreement and memorandum thereto (collectively, the “Lease Agreement”); and
    3. Payment in Lieu of Tax Agreement (“PILOT Agreement”);

    ; and

    The documents listed in (1) through (3) listed above are collectively referred to as the “Project Documents”;

    WHEREAS, the Agency took title to the Land in the form of a Bargain and Sale Deed, dated October 12, 1999, which was recorded on October 14, 1999 in the office of the Sullivan County Clerk in Liber 2142 of Land Records at Page 377; and

    WHEREAS, as per Section 2.5 of the Lease by and between the Agency and the Company, the Lease terminates in 2014 (“Termination Date”); and

    WHEREAS, the Company and the Agency desire to enter into a Project Termination Agreement to insure that either PILOT Payments or ad valorem real estate taxes (“Taxes”) are paid by the Company for all time periods and to further insure that there are no periods when both PILOT Payments and Taxes are charged to the Company or neither PILOT Payments nor Taxes are charged to the Company.

    NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:

    Section 1.        The Chairman and Chief Executive Officer of the Agency are each hereby (individually or together) authorized, empowered, and directed, on behalf of the Agency, to execute, deliver and record (as may be the case) (a) a Quit Claim Deed transferring the Land from the Agency to the Company; and (b) a Project Termination Agreement effective as of the Termination Date, all in form approved by Counsel to the Agency with such changes, variations, omissions and insertions as the Chairman and/or Chief Executive Officer of the Agency so executing the same shall approve.

    Section 2.        The execution and delivery of the agreement transfer instruments contemplated by Section 1 above is conditioned upon:

    a)                  payment by the Company to the Agency of any remaining amounts due  the Agency under the Project Documents; and
    b)                  payment by the Company to the Agency or its professional representatives all fees and costs associated with formalizing termination of the project.

    Section 3.        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 resolution 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 4.       These resolutions 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        [    ] Abstain

    Edward T. Sykes                    [    ] Yes         [    ] No        [    ] Absent        [ √ ] Abstain

    Suzanne Loughlin                   [ √ ] Yes         [    ] No        [    ] Absent        [    ] Abstain

    Charles Barbuti, Jr.                 [ √ ] 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 OF NEW YORK       :

    :SS

    COUNTY OF SULLIVAN   :

    I, the undersigned Secretary (Assistant) of the Agency DO HEREBY CERTIFY THAT:

     

    1.         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.

    2.         Such resolution was passed at a meeting of the Agency duly convened in public session on the 28th day of February, 2014 at 12:00 p.m. at the Sullivan County Government Center, 100 North Street, Village of Monticello, New York 12701, at which the following members were present:

    PRESENT                   ABSENT

    Ira Steingart                            [   √      ]                       [           ]

    Edward T. Sykes                    [   √      ]                       [           ]

    Suzanne Loughlin                   [   √      ]                       [           ]

    Charles Barbuti, Jr.                 [   √      ]                       [           ]

    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

    Edward T. Sykes                    [    ] Yes         [    ] No        [    ] Absent        [ √ ] Abstain

    Suzanne Loughlin                   [ √ ] Yes         [    ] No        [    ] Absent        [    ] Abstain

    Charles Barbuti, Jr.                 [ √ ] 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 28th day of February, 2014.                                                                                                                                                                                                                                                ____________________________________

    Secretary
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