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 [     ] [      ]
Harold Gold [     ] [    ]
Raymond Walter [     ] [     ]
Edward T. Sykes [     ] [      ]
Charles Barbuti, Jr. [     ] [     ]
Harris Alport [     ] [    ]
Suzanne Loughlin [     ] [     ]
Cindy L. Garlinghouse [     ] [       ]
Steve White [     ] [ ]
The following persons were also present:
Allan C. Scott, Chief Executive Officer
Jennifer Brylinski, Agency Executive Director
Elizabeth A. Hunt, Agency Executive Assistant
Walter F. Garigliano, Agency General Counsel
The following resolution was duly offered by __________________, and seconded by
________________________, to wit:

Resolution No. ___ – 12

RESOLUTION AUTHORIZING THE CHIEF EXECUTIVE
OFFICER OF THE AGENCY TO EXECUTE AND DELIVER ANY
AND ALL DOCUMENTS, AGREEMENTS, CERTIFICATES AND
INSTRUMENTS NECESSARY TO FACILITATE RECEIVING RURAL
MICROENTREPRENEUR ASSISTANCE PROGRAM FUNDS FROM
THE UNITED STATES DEPARTMENT OF AGRICULTURE RURAL
DEVELOPMENT STATE OFFICE

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 September 14, 2010, the Agency’s board decided it was in the best interest of the Agency to apply for the Federal Assistance-Rural Microentrepreneur Assistance Program (“RMAP”), in which the purpose of RMAP is to support the development and ongoing success of rural microentrepreneurs and microenterprises (businesses generally with ten (10) employees or fewer and in need of financing in the amount of $50,000 or less); and

WHEREAS, on or about October 20, 2010, the Agency forwarded its RMAP application to the United States Department of Agriculture Rural Development State Office (“USDARD”); and

WHEREAS, on July 1, 2011, the Agency was selected to receive an RMAP loan in the amount of $440,000 and a grant of $60,000; and

WHEREAS, in order to receive the funds, there must be a closing; and

WHEREAS, USDARD requests that the Agency, as grantee authorize its Chief
Executive Officer, on behalf of the Agency to execute and deliver any and all related documents, agreements, certificates and instruments necessary to facilitate the RMAP loan and grant and bind the Agency, as grantee; and

WHEREAS, it is contemplated that the Agency, as grantee will authorize its Chief Executive Officer to execute and deliver any and all related documents, agreements, certificates and instruments necessary to facilitate the loan and grant from USDARD.

NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Chief Executive Officer of the Agency is hereby authorized, on behalf of the Agency, to execute and deliver any and all related documents, agreements, certificates and instruments necessary to facilitate the loan from USDARD, all in form approved by Counsel to the Agency and with such changes, variations, omissions and insertions as the Chief Executive Officer of the Agency shall approve, the execution thereof by the 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
Raymond Walter [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain
Edward T. Sykes [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain
Charles Barbuti, Jr. [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain
Harris Alport [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain
Suzanne Loughlin [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain
Cindy L. Garlinghouse [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain
Steve White [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain
The resolutions were thereupon duly adopted.

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 [     ] [      ]
Harold Gold [     ] [    ]
Raymond Walter [     ] [     ]
Edward T. Sykes [     ] [      ]
Charles Barbuti, Jr. [     ] [     ]
Harris Alport [     ] [    ]
Suzanne Loughlin [     ] [     ]
Cindy L. Garlinghouse [     ] [       ]
Steve White [     ] [ ]
The following persons were also present:
Allan C. Scott, Chief Executive Officer
Jennifer Brylinski, Agency Executive Director
Elizabeth A. Hunt, Agency Executive Assistant
Walter F. Garigliano, Agency General Counsel
The following resolution was duly offered by __________________, and seconded by
________________________, to wit:

Resolution No. ___ – 12

RESOLUTION AUTHORIZING, APPROVING AND CONSENTING TO
THE AGENCY’S CLOSING WITH THE UNITED STATES DEPARTMENT
OF AGRICULTURE RURAL DEVELOPMENT STATE OFFICE ON THE
RURAL MICROENTREPRENEUR ASSISTANCE PROGRAM FUNDS

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 September 14, 2010, the Agency’s board decided it was in the best interest of the Agency to apply for the Federal Assistance-Rural Microentrepreneur Assistance Program (“RMAP”), in which the purpose of RMAP is to support the development and ongoing success of rural microentrepreneurs and microenterprises (businesses generally with ten (10) employees or fewer and in need of financing in the amount of $50,000 or less); and

WHEREAS, on or about October 20, 2010, the Agency forwarded its RMAP application to the United States Department of Agriculture Rural Development State Office (“USDA”); and

WHEREAS, on July 1, 2011, the Agency was selected to receive an RMAP loan in the amount of $440,000 and a technical assistance grant of $60,000; and

WHEREAS, in order to receive the funds, there must be a closing whereby the Agency is referred to as the United States of America, acting through the U.S. Department of Agriculture; and

WHEREAS, the Agency is authorized to pledge its assets relating to the investments derived from the proceeds of the loan to secure the repayment of the RMAP loan pursuant to that certain Security Agreement; and 

WHEREAS, it is contemplated that the Agency will approve a closing with the USDA and pledge certain of its assets pursuant to that certain Security Agreement to secure the repayment of the RMAP loan to receive the foregoing RMAP loan and grant.

NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Agency approves a closing with USDA.
Section 2. The Agency is authorized to pledge its assets relating to the investments derived
from the proceeds of the loan to secure the repayment of the RMAP loan pursuant
to that certain Security Agreement.
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 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 4. 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
Raymond Walter [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain
Edward T. Sykes [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain
Charles Barbuti, Jr. [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain
Harris Alport [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain
Suzanne Loughlin [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain
Cindy L. Garlinghouse [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain
Steve White [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain
The resolutions were thereupon duly adopted.

Resolution:  Authorizing the Agency Chief Executive Officer to sign closing documents relating to the US Dept of Agriculture RMAP funds.

Resolution:  Approval of consolidation of mortgages for Poley Paving.

I.                    CALL TO ORDER

II.                  ROLL CALL

III.                APPROVAL OF MEETING MINUTES

April 10, 2012 – Regular Meeting
April 17, 2012 – Reconvened Meeting

IV.                BILLS AND COMMUNICATIONS

Enclosed

V.                  DIRECTORS’ REPORTS

Jennifer CS Brylinski, Activity Summary
Allan Scott, Activity Summary

VI.                OLD BUSINESS

Resolution:  Authorizing the Agency to close with the US Department of Agriculture for Rural Micro-entrepreneur Assistance Program (RMAP) funds.

Resolution:  Authorizing Agency Chief Executive Officer to sign closing documents relating to the US Department of Agriculture RMAP funds.

Resolution:  Approval of consolidation of mortgages for Poley Paving.

(Resolutions and Minutes can be found online:  www.sullivanida.com )

VII.              NEW BUSINESS

Presentation:  Andrew Arias of Cooper, Niemann and Co., to discuss IDA and Sullivan County Funding Corporation FY 2011 Audit Reports.

Any and All other Business before the Board.

VIII.            ADJOURN MEETING

RECONVENED
MEETING MINUTES

Tuesday, April 17, 2012 

I.         CALL TO ORDER

Chairman Steingart called to order the reconvened meeting of the County of Sullivan Industrial Development Agency at approximately 11:18 A.M., which was held in the Legislative Committee Room at the Sullivan County Government Center, Monticello, New York.  

II.       ROLL CALL

            Members Present-                               Members Absent-

Ira Steingart                                         Suzanne Loughlin      

Harris Alport                               

Charles Barbuti                                               

Cindy Garlinghouse                                

Harold Gold             

Edward Sykes          

Raymond Walter

Steve White  

          Staff Present-                                              Staff Absent-

Jennifer C.S. Brylinski, Exec. Dir.                None

Elizabeth A. Hunt, Exec. Assistant                      

Others Present-

Allan C. Scott, ALSCO Management, Inc. /Consultant /IDA CEO

Walter F. Garigliano, Esq., Agency Legal Counsel    

Tara Lewis, Garigliano Law Offices

Alan Sorensen, Sullivan County Legislator

“Kitty” Vetter, Sullivan County Legislator

 Jennifer Mall, SC Planning Department Agriculture Planner

 Dan Hust, Sullivan County Democrat

 Leonard Sparks, Times Herald Record

 Star Hesse

 Dick Riseling

 Ken Walter

 (please be advised that not all attendees were present for the entire meeting)

III.      APPROVAL OF MINUTES  

None

IV.       BILLS AND COMMUNICATIONS

None

V.        EXECUTIVE DIRECTORS’ REPORTS

            None

VI.       OLD BUSINESS

          None

VII.   NEW BUSINESS

Mr. Garigliano passed out to the Board a resolution consenting to the assignment of the $175,000 USDA Rural Business Enterprise Grant (“RBEG”) from the SC Ag LDC to the IDA.  On a motion by Mr. Barbuti, seconded by Mr. White, the Board voted and the resolution was unanimously passed.             

Mr. Garigliano presented to the Board a resolution consenting to the assignment of the $50,000 USDA Rural Development Rural Business Opportunity Grant (“RBOG”) from the SC Ag LDC to the IDA.  Mr. Garigliano advised the Board that this particular grant requires a $20,000 in matching funds.  He further advised that the match may be made “in kind” and questioned Ms. Mall if her and her predecessor, Paul Hahn, had a compilation of their time spent on this grant.  Ms. Mall is to research the grant requirements further.  On a motion by Mr. Sykes, seconded by Mr. Walter, the Board voted and the resolution was unanimously passed. 

Mr. Garigliano presented to the Board a resolution authorizing and approving the execution and delivery of a mortgage in an amount not to exceed $2,000,000 and related documents in favor of Catskill Hudson Bank relating to the MBM Enterprises, LLC and M&M Automotive, Inc. project.  On a motion by Mr. Alport, seconded by Mr. Walter, the Board voted and the resolution was unanimously passed. 

Mr. Garigliano presented to the Board a resolution extending the sales tax abatement period for the Plastic Technologies of NY, LLC d/b/a Shelburne Plastics and PTNY Real Estate LLC (collectively “Shelburne Plastics”) project from April 30, 2012 through and including October 31, 2012.  There was a brief discussion which included, among other things, the reporting by Shelburne Plastics on their taxable purchases to date and the local workforce, suppliers and vendors.  On a motion by Ms. Garlinghouse, seconded by Mr. Barbuti, the Board voted and the resolution was unanimously passed. 

Mr. Garigliano presented to the Board a resolution authorizing, approving and consenting to a Lease from Frontier Insurance Group, LLC as Landlord to Nana’s House Childcare Center, Inc. (“Nana’s House”) for a portion of the parcel upon which Nana’s House is located for a term of approximately two years commencing November 9, 2011 and ending February 15, 2014.  On a motion by Mr. Barbuti, seconded by Mr. Gold, the Board voted and the resolution was unanimously passed. 

Mr. Garigliano presented to the Board a combination inducement and final approving resolution regarding the RHH Land, LLC.  He advised that the facility is currently closed but it is expected to be operational by this summer.  Friday, April 21, 2012 is the scheduled closing date.  There was a brief discussion regarding the rehabilitation of the rooms and the Legislator Sorensen commented that the opening of the facility will be a large boost to the local economy.  On a motion by Mr. Barbuti, seconded by Mr. White, the Board voted, with Mr. Alport and Mr. Steingart abstaining from the vote, the Board voted and the resolution was passed. 

Ms. Hesse wished to know that when the Red Meat Processing Facility is built, if the building will be constructed using the Temple Grandin building design.  There was a brief discussion regarding the inside and outside plans of the proposed facility. 

Ms. Brylinski advised the Board that the Rural Microentrepreneur Assistance Program (“RMAP”) grant that was pulled at the last minute back in December 2011, has been reinstated by the USDA.  She advised that this is part grant, part loan and the IDA will be responsible for the repayment of any loans that do not get paid back by the recipients.  Additionally the IDA would need to come up with $125,000 in order to have the grant awarded.  The Board approved re-pursuing the funds. 

VIII.   ADJOURNMENT

Chairman Steingart questioned the Board and those present if there were any further questions or comments.  There being none, on a motion by Mr. Sykes, seconded by Mr. Gold the Board voted and the meeting was recessed at approximately 11:45 A.M.  

                                                          Respectfully submitted:
                                                          Elizabeth A. Hunt
                                                          Executive Assistant

             A reconvened 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 April 17, 2012 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                              [           ]                       [           ]

            Harold Gold                             [           ]                       [           ]

            Raymond Walter                      [           ]                       [           ]

            Edward T. Sykes                      [           ]                       [           ]

            Charles Barbuti, Jr.                   [           ]                       [           ]

            Harris Alport                            [           ]                       [           ]

            Suzanne Loughlin                      [           ]                       [           ]

            Cindy L. Garlinghouse  [           ]                       [           ]

            Steve White                              [           ]                       [           ]

             The following persons were also present:

            Allan C. Scott, Chief Executive Officer

            Jennifer Brylinski, Agency Executive Director

            Elizabeth A. Hunt, Agency Executive Assistant

            Walter F. Garigliano, Agency General Counsel

            The following resolution was duly offered by __________________, and seconded by ________________________, to wit:

Resolution No. ___ – 12

RESOLUTION CONSENTING TO THE ASSIGNMENT OF THE $50,000 USDA RURAL DEVELOPMENT RURAL BUSINESS OPPORTUNITY GRANT FROM THE SULLIVAN COUNTY AGRICULTURAL LOCAL DEVELOPMENT CORPORATION (“SCALDC”) TO THE AGENCY

            WHEREAS, the Sullivan County Legislature authorized the formation of SCALDC to own and retain assets for the purpose of agricultural economic development; and

            WHEREAS, by application, dated March 26, 2009, SCALDC applied for a Rural Development Rural Business Opportunity Grant in the amount of $50,000 from the United States of America acting through Rural Development, U.S. Department of Agriculture (“RBOG Grant”); and

WHEREAS, the purpose of the RBOG Grant was for technical assistance in developing the business and operational protocols for the meat slaughter facility that is being constructed in Sullivan County (“Red Meat Facility”); and

WHEREAS, the responsibility for the development of the Red Meat Facility has transitioned from SCALDC to the Agency; and

WHEREAS, SCALDC wishes to transfer the RBOG Grant to the Agency so that responsibility for all aspects of the Red Meat Facility will be with the Agency; and

WHEREAS, the Agency has undertaken the responsibility of equipping the Red Meat Facility and is willing to accept the transfer of the RBOG Grant.

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

Section 1.         The Agency accepts the assignment of the RBOG Grant from SCALDC.

Section 2.         The Chairman, Chief Executive Officer or Vice Chairman of the Agency, each acting individually, is hereby authorized, on behalf of the Agency, to execute and deliver any and all documents necessary to formalize the foregoing, all in the form approved by Counsel to the Agency with such changes, variations, omissions and insertions as the Chairman, Chief Executive Officer or Vice Chairman of the Agency, each acting individually, shall approve, the execution thereof by the Chairman, Chief Executive Officer or Vice Chairman of the Agency to constitute conclusive evidence of such approval.

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 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 4.         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       

            Raymond Walter                      [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain

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

            Charles Barbuti, Jr.                   [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain

            Harris Alport                            [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain

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

            Cindy L. Garlinghouse  [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain

            Steve White                              [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain              

            The resolutions were thereupon duly adopted.  

STATE OFNEW YORK        :

                                                :ss.:

COUNTYOFSULLIVAN     :

            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 17^th day of April, 2012 at 11:00 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                             [           ]                       [           ]

            Raymond Walter                      [           ]                       [           ]

            Edward T. Sykes                      [           ]                       [           ]

            Charles Barbuti, Jr.                   [           ]                       [           ]

            Harris Alport                            [           ]                       [           ]

            Suzanne Loughlin                      [           ]                       [           ]

            Cindy L. Garlinghouse  [           ]                       [           ]

            Steve White                              [           ]                       [           ]

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       

            Raymond Walter                      [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain

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

            Charles Barbuti, Jr.                   [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain

            Harris Alport                            [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain

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

            Cindy L. Garlinghouse  [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain

            Steve White                              [    ] 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 17^th day of April, 2012.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            ______________________________

                                                                                                                                                                                                                                                                Secretary

RESOLUTION

            The reconvened meeting of the 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 April 17, 2012 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                              [           ]                       [           ]

            Harold Gold                             [           ]                       [           ]

            Raymond Walter                      [           ]                       [           ]

            Edward T. Sykes                      [           ]                       [           ]

            Charles Barbuti, Jr.                   [           ]                       [           ]

            Harris Alport                            [           ]                       [           ]

            Suzanne Loughlin                      [           ]                       [           ]

            Cindy L. Garlinghouse  [           ]                       [           ]

            Steve White                              [           ]                       [           ]

            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 OF THE COUNTY OF SULLIVAN INDUSTRIAL DEVELOPMENT AGENCY APPOINTING RHH LAND, LLC (“COMPANY”) AS AGENT OF THE AGENCY FOR THE PURPOSE OF (I) ACQUIRING, CONSTRUCTING, RECONSTRUCTING, RENOVATING, REHABILITATING, INSTALLING, AND EQUIPPING OF A 74 ROOM HOTEL FORMERLY OPERATED AS “THE LODGE” (“BUILDING”) SITUATE ON THREE (3) SEPARATE PARCELS OF REAL ESTATE  CONSISTING OF APPROXIMATELY 54.13+/- ACRES OF LAND LOCATED ALONG ROCK HILL DRIVE IN THE TOWN OF THOMPSON, COUNTY OF SULLIVAN, STATE OF NEW YORK AND IDENTIFIED ON THE TAX MAP AS THOMPSON 35-1-7.1, 35-1-7.4 AND 51-2-12 (“LAND”) AND RELATED FACILITIES AND TO BE OWNED BY THE AGENCY; (II) ACQUIRING AND INSTALLING THEREON AND THEREIN CERTAIN FURNITURE, FIXTURES, MACHINERY AND EQUIPMENT (“EQUIPMENT”); AND (III) CONSTRUCTING AND RECONSTRUCTING IMPROVEMENTS TO THE BUILDING, THE LAND AND THE EQUIPMENT (COLLECTIVELY, THE BUILDING, LAND AND EQUIPMENT REFERRED TO AS THE “FACILITY” OR THE “PROJECT”) AND (IV) AMENDING AND EXTENDING THE EXISTING LEASE ON THE FACILITY FROM THE AGENCY TO THE COMPANY; MAKING CERTAIN FINDINGS AND DETERMINATIONS WITH RESPECT TO THE FACILITY; AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN AGENT AGREEMENT BETWEEN THE AGENCY AND THE COMPANY; AUTHORIZING THE AGENCY TO EXECUTE THE LEASE AGREEMENT, 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 AAct@), the Agency was created with the authority and power to own, lease and sell property as authorized by the Act; and

IN WITNESS WHEREOF, I have hereunto set my hand and seal on the 17^th day of April, 2012.

____________________________________

    Secretary

MEETING MINUTES

Tuesday, April 10, 2012

I.         CALL TO ORDER

Chairman Steingart called to order the regular meeting of the County of Sullivan Industrial Development Agency at approximately 10:10 A.M., which was held in the Legislative Committee Room at the Sullivan County Government Center, Monticello, New York. 

II.       ROLL CALL

            Members Present-                               Members Absent-

Ira Steingart                                         None

Harris Alport                               

Charles Barbuti                                               

Cindy Garlinghouse                                

Harold Gold

Suzanne Loughlin                         

Edward Sykes          

Raymond Walter

Steve White  

          Staff Present-                                              Staff Absent-

Jennifer C.S. Brylinski, Exec. Dir.                None

Elizabeth A. Hunt, Exec. Assistant                      

Others Present-

Allan C. Scott, ALSCO Management, Inc. /Consultant /IDA CEO

Walter F. Garigliano, Esq., Agency Legal Counsel    

Tara Lewis, Garigliano Law Offices

Jennifer Mall, SC Planning Department Agriculture Planner

Sandy Schaddock, Teamsters Union Local 445

Steven Vegliante, Esq.

Dan Hust, Sullivan County Democrat

Jennifer Grossman

Sonia Hedlund

III.      APPROVAL OF MINUTES  

Ms. Loughlin made a motion to jointly approve the minutes of the March 13, 2012 regular meeting and the March 27, 2012 reconvened meeting.  The motion was seconded by Mr. Gold, the Board voted and the motion was unanimously carried. 

IV.       BILLS AND COMMUNICATIONS

Mr. Sykes made a motion to approve the revised schedule of payments, the motion was seconded by Mr. Gold, the Board voted and the motion was unanimously carried. 

V.        EXECUTIVE DIRECTORS’ REPORTS

            Jennifer Brylinski

Ms. Brylinski advised the Board that the PARIS report for both the IDA and the SCFC were submitted on time. 

She advised that necessary changes as well as current updates to the IDA’s website have been completed.

She finally advised that the web site for the SCFC should be up soon. 

Allan C. Scott

Mr. Scott advised that among other things, his activities for the past month included networking with Central New York Railroad and the Town of Tusten regarding a bridge issue, meetings with Todd Ehrling of Hudson Valley AgriBusiness Dev. Corp., meetings with the Town of Thompson and Holiday Mountain, ongoing day to day duties associated with the Red Meat processing facility, meetings with several potential RLF projects and meetings with Ideal Snacks. 

VI.       OLD BUSINESS

          Mr. Garigliano reported that documents for the Catskill Brewery project have been drafted as well as the documents for the Ideal Snacks Corporation expansion.  Additionally the 457 Equities “rescue documents” will also be completed shortly.  All of these items were previously authorized by the Board. 

          Mr. Garigliano reminded the Board that the current meeting will be recessed until next week, April 17, 2012 at 11:00 A.M.  The  public hearing for the RHH Land LLC project will be held at 10:00 A.M and then the project will be discussed at the reconvened meeting.  The project is required to close no later than April 26^th. 

          Mr. Garigliano asked that the resolution that was listed on the Agenda regarding M&M Automotive be tabled until the reconvened meeting.  The Board agreed. 

          Chairman Steingart wished to thank the Board and those involved for their hard work on the proposed East Broadway Redevelopment project, which the application was unfortunately withdrawn. 

          Ms. Brylinski advised that there will be a meeting of the Sullivan County Funding Corporation also on April 17^th prior to the IDA meeting.  She advised that she will be sending out notices and agendas. 

          There was a brief discussion regarding the RMAP grant/loan monies which is now available again through the USDA.  Chairman Steingart asked if the matter could be put on the agenda for discussion at the reconvened meeting.   

          Mr. Garigliano advised the Board that the Sullivan County Ag LDC (“LDC”) currently only has 3 members and is required to have between 10 and 12 members.  The LDC has possession of three grants, all of which concern the Red Meat Processing Facility.  Mr. Garigliano reminded the Board that the remaining members wish to appoint the current IDA members to the LDC.  The thought behind this, Mr. Garigliano explained, would be to transfer the grants to the IDA, transfer the cheese mobile to the County and then dissolve the LDC.  There was a brief discussion regarding the matter and it will be discussed further at the reconvened meeting. 

          There was some brief, general discussions regarding the progress of the Red Meat Processing Facility, the Millennium RLF and some of the IDA’s other loan funds.    

          Ms. Hedlund commented on the cheese mobile and two agricultural people who are seeking possible loans. 

VII.   NEW BUSINESS

            None

VIII.   ADJOURNMENT (RECESS)

Chairman Steingart questioned the Board and those present if there were any further questions or comments.  There being none, on a motion by Mr. Sykes, seconded by Mr. Gold the Board voted and the meeting was recessed at approximately 10:35 A.M.  

                                                          Respectfully submitted:

                                                          Elizabeth A. Hunt       

                                                           Executive Assistant

            A reconvened 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 April 17, 2012 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                            [           ]                       [           ]

            Harold Gold                            [           ]                       [           ]

            Raymond Walter                     [           ]                       [           ]

            Edward T. Sykes                    [           ]                       [           ]

            Charles Barbuti, Jr.                 [           ]                       [           ]

            Harris Alport                           [           ]                       [           ]

            Suzanne Loughlin                   [           ]                       [           ]

            Cindy L. Garlinghouse           [           ]                       [           ]

            Steve White                            [           ]                       [           ]

            The following persons were also present:

            Allan C. Scott, Chief Executive Officer

            Jennifer Brylinski, Agency Executive Director

            Elizabeth A. Hunt, Agency Executive Assistant

            Walter F. Garigliano, Agency General Counsel

            The following resolution was duly offered by __________________, and seconded by ________________________, to wit:

Resolution No. ___ – 12

RESOLUTION CONSENTING TO THE ASSIGNMENT OF THE $175,000 USDA RURAL BUSINESS ENTERPRISE  GRANT FROM THE SULLIVAN COUNTY AGRICULTURAL LOCAL DEVELOPMENT CORPORATION (“SCALDC”) TO THE AGENCY

            WHEREAS, the Sullivan County Legislature authorized the formation of SCALDC to own and retain assets for the purpose of agricultural economic development; and

            WHEREAS, the Sullivan County Division of Planning and Community Development (“SCDPCD”) obtained a Rural Business Enterprise Grant in the amount of $175,000 from the United State of America acting through Rural Development, U.S. Department of Agriculture on July 1, 2005 (“RBEG Grant”); and

WHEREAS, the purpose of the RBEG Grant was to purchase equipment for the meat slaughter facility that is being constructed in Sullivan County (“Red Meat Facility”); and

WHEREAS, the SCDPCD assigned the RBEG Grant to SCALDC as contemplated by Resolution No. 151-06 on May 4, 2006; and

WHEREAS, the responsibility for the development of the Red Meat Facility has transitioned from SCALDC to the Agency; and

WHEREAS, SCALDC wishes to transfer the RBEG Grant to the Agency so that responsibility for equipping the Red Meat Facility will be with the Agency; and

WHEREAS, the Agency has undertaken the responsibility of equipping the Red Meat Facility and is willing to accept the transfer of the RBEG Grant.

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

 Section 1.        The Agency accepts the assignment of the RBEG Grant from SCALDC.

 Section 2.        The Chairman, Chief Executive Officer or Vice Chairman of the Agency, each acting individually, is hereby authorized, on behalf of the Agency, to execute and deliver any and all documents necessary to formalize the foregoing, all in the form approved by Counsel to the Agency with such changes, variations, omissions and insertions as the Chairman, Chief Executive Officer or Vice Chairman of the Agency, each acting individually, shall approve, the execution thereof by the Chairman, Chief Executive Officer or Vice Chairman of the Agency to constitute conclusive evidence of such approval.

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 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 4.        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     

            Raymond Walter                     [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain

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

            Charles Barbuti, Jr.                 [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain

            Harris Alport                           [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain

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

            Cindy L. Garlinghouse           [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain

            Steve White                            [    ] Yes         [    ] No        [    ] Absent        [    ] Abstain

            The resolutions were thereupon duly adopted.

PROCUREMENT REPORT – FY 2011

1. Does the Authority have procurement guidelines?   YES
2. Are the procurement guidelines reviewed annually, amended as needed, and approved by the Board?   YES
3. Does the Authority allow for exceptions to the procurement guidelines?  YES
4. Does the Authority assign credit cards to employees for travel and/or business purchases?   YES
5. Does the Authority require prospective bidders to sign a non-collusion agreement?  NO
6. Does the Authority incorporate a summary of its procurement policies and prohibitions in its solicitations of proposals, bid documents, or specifications for procurement contracts?  YES
7. Did the Authority designate a person to serve as the authorized contact on a specific procurement, in accordance with Section 139-j (2) (a) of the State Finance Law, “The Procurement Lobbying Act”?  YES
8. Did the Authority determine that a vendor had impermissible contact during a procurement or attempted to influence the procurement during the reporting period, in accordance with Section 139-j (10) of the State Finance Law?  NO
9. Does the Authority have a process to review and investigate allegations of impermissible contact during a procurement, and to impose sanctions in instances where violations have occurred, in accordance with Section 139-j (9) of the State Finance Law?  YES

The Authority had no procurement transactions for the reporting period.

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