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 July 9, 2013 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 [ √ ] [ ]
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
Walter F. Garigliano, Agency General Counsel
The following resolution was duly offered by Sean Rieber, and seconded by Edward T. Sykes, to wit:
Resolution No. 24 – 13
RESOLUTION (I) AUTHORIZING PAYMENT OF THE COMPANY’S 2013 PILOT PAYMENT IN INSTALLMENTS; AND (II) AUTHORIZING THE AGENCY’S CHAIRMAN OR CHIEF EXECUTIVE OFFICER TO EXECUTE AND DELIVER A PILOT MORTGAGE WITH RESPECT TO THE BRYNN DYL, LLC (“bd”) AND POLEY PAVING CORPORATION (“POLEY” TOGETHER WITH BD COLLECTIVELY, THE “COMPANY”) PROJECT
WHEREAS, by Title 1 of Article 18‑A of the General Municipal Law of the State of New York, as amended and Chapter 560 of the Laws of 1970 of the State of New York (collectively the “Act”), the Agency was created with the authority and power to issue its special revenue bonds for the purpose of, among other things, acquiring, constructing, reconstructing, manufacturing, warehousing, research, commercial or industrial facilities and equipping certain “projects” as authorized by the Act; and
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WHEREAS, the Agency and Company closed sale/leaseback transaction consisting of the (i) acquisition, construction, installation and equipping an 80 x 80 shop with an attached 40 x 60 office space and a 100 x 50 separate cold storage building (collectively, “Building”) situate on three (3) parcels of real estate consisting of approximately 29± acres to be located along Twin Bridge Road, in the Town of Liberty, County of Sullivan, State of New York and identified on the Town of Liberty tax map as Section 36, Block 1, Lot 131.1, Section 36, Block 1, Lot 155 and Section 37, Block 1, Lot 6.7 (“Land”) and related facilities an interest in which the Agency is to acquire; (ii) acquisition and installation thereon and therein certain furniture, fixtures, machinery, equipment and tools (“Equipment”); and (iii) construction 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
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WHEREAS, on February 26, 2013, the Company requested and the Agency approved a sixty (60) day extension of time for payment of the Company’s 2013 payment in lieu of tax payment (“PILOT Payment”); and
WHEREAS, the Company failed to make its 2013 PILOT Payment within the sixty (60) days extension period; and
WHEREAS, payment Default Letters were mailed to the Company on May 20, 2013 and June 20, 2013 as contemplated by Section 13(a) of the PILOT Agreement between the Company and the Agency; and
WHEREAS, by Letter, dated June 23, 2013, the Company requested the Agency accept installment payments to cover the 2013 PILOT Payment plus mandatory penalties; and
WHEREAS, the Agency is willing to accept the 2013 PILOT Payment in installments on the terms and conditions hereafter set forth.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Agency hereby authorizes payment of the Company’s 2013 PILOT Payment obligation as follows:
Due Date Amount
July 15, 2013 $5,000.00
August 15, 2013 $4,183.68
September 15, 2013 $4,183.68
October 15, 2013 $4,183.68
November 15, 2013 $4,183.68
December 15, 2013 $4,183.68
Section 2. The acceptance of the 2013 PILOT Payment in installments is conditioned upon:
(a) Execution and recording of a PILOT Mortgage in an amount not to exceed Thirty Thousand and 0/100 ($30,000.00) to secure payment of the 2013 PILOT Payment and expenses which have or may be incurred incidental to collection of the 2013 PILOT Payment if not made as contemplated by Section 1 hereof.
(b) Payment by the Company to the Agency of all costs and expenses occasioned by the failure of the Company to timely pay its 2013 PILOT Payment.
Section 3. The Chairman and Chief Executive Officer of the Agency are each hereby authorized, empowered, and directed, on behalf of the Agency, to execute, deliver and record the PILOT Mortgage and related documents; all in form approved by Counsel to the Agency with such changes, variations, omissions and insertions as the Chairman and Chief Executive Officer of the Agency so executing the same shall approve.
Section 4. 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 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 the foregoing resolutions 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 5. These Resolutions shall take effect immediately.
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 OF NEW YORK :
:ss.:
COUNTY OF SULLIVAN :
I, the undersigned Secretary of the County of Sullivan 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 9th day of July, 2013 at 10:00 a.m. at the SullivanCountyGovernmentCenter, 100 North Street, Village of Monticello, 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 9th day of July, 2013. ______________________________
Secretary
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