RESOLUTION
The 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 12701 on June 11, 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 [ x ] [ ]
Harold Gold [ x ] [ ]
Edward T. Sykes [ x ] [ ]
Suzanne Loughlin [ x ] [ ]
Charles Barbuti, Jr. [ x ] [ ]
Harris Alport [ x ] [ ]
Steve White [ ] [ x ]
Sandy Shaddock [ x ] [ ]
Sean Rieber [ x ] [ ]
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 ___________________, and seconded by _______________________ to wit:
Resolution No. ___ – 13
RESOLUTION AUTHORIZING THE CHAIRMAN, VICE-CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF THE AGENCY, EACH ACTING INDIVIDUALLY, TO EXECUTE AND DELIVER THAT CERTAIN SECOND AMENDED INSTALLMENT SALE AGREEMENT AND THAT CERTAIN SECOND AMENDED AGREEMENT FOR PAYMENTS IN LIEU OF TAXES BY AND BETWEEN THE AGENCY AND WEST DELAWARE HYDRO ASSOCIATES L.P. (“COMPANY”) AND ANY AND ALL RELATED DOCUMENTS, AGREEMENTS, INSTRUMENTS AND CERTIFICATES
WHEREAS, the Agency was created by Chapter 560 of the Laws of 1970 of the State of New York (“State”), as amended, pursuant to Title I of Article 18-A of the General Municipal Law of the State (collectively, the “Act”) as a body corporate and politic and as a public benefit corporation of the State; and
WHEREAS, on or about October 1, 1987, the Agency and the Company entered into an Installment Sale Agreement, dated as of October 1, 1987 (“ISA”) pursuant to which the Agency appointed the Company as its agent to (i) acquire, construct, install and equip a hydroelectric generating facility (“Building”) on two (2) parcels of real estate consisting of approximately 2.465± acres located in the Town of Neversink (“Town”), County of Sullivan (“County”), State (“Land”); (ii) acquire and install thereon and therein certain fixtures, machinery, equipment and tools (“Equipment”); (iii) construct improvements to the Building, the Land and the Equipment (collectively, the Building, the Land and the Equipment are referred to as the “Facility”); and (iv) finance a portion of the costs of the foregoing (“1987 Transaction”); and
WHEREAS, the Agency took an interest in the Land in the form of an easement pursuant to that certain Indenture, made as of October 1, 1987 from the Company to the Agency and sold the Facility in installments to the Company pursuant to the ISA subject to that certain Agreement for Payments in Lieu of Taxes, dated as of February 1, 1986 by and between the Agency and the Company (“PILOT Agreement”); and
WHEREAS, on or about December 31, 2007, the Issuer entered into that certain First Amended Installment Sale Agreement (“First Amended ISA”) and that certain First Amendment to Agreement for Payments in Lieu of Taxes (“First Amended PILOT”) to extend the termination dates thereof for five (5) years; and
WHEREAS, on or about February 4, 2013, the Company and the Town jointly requested that the Agency further extend the project termination date; and
WHEREAS, on or about April 29, 2013, Jennifer Brylinski, Executive Director of the Agency caused a Notice of Deviation from the Agency’s Uniform Tax Exemption Policy by mail to the County, Town and Tri-Valley Central School; and
WHEREAS, the Agency contemplates authorizing the execution and delivery of a certain Second Amended Installment Sale Agreement (“Second Amended ISA”) and a certain Second Amended Agreement for Payments in Lieu of Taxes (“Second Amended PILOT”).
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Chairman, Vice Chairman and Chief Executive Officer of the Agency, each acting individually, is hereby authorized, on behalf of the Agency, to execute and deliver the Second Amended ISA and the Second Amended PILOT in the form approved by Counsel to the Agency and with such changes, variations, omissions and insertions as the Chairman, Vice Chairman and Chief Executive Officer of the Agency shall approve, the execution thereof by the Chairman, Vice Chairman and 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 resolution was duly put to a vote on roll call, which resulted as follows:
Ira Steingart [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Harold Gold [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Harris Alport [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Steve White [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Sandy Shaddock [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Sean Rieber [ x ] 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 11th day of June, 2013 at 10:00 a.m. at the Sullivan County Government Center, 100 North Street, Village of Monticello, New York12701, at which the following members were present:
PRESENT ABSENT
Ira Steingart [ x ] [ ]
Harold Gold [ x ] [ ]
Edward T. Sykes [ x ] [ ]
Suzanne Loughlin [ x ] [ ]
Charles Barbuti, Jr. [ x ] [ ]
Harris Alport [ x ] [ ]
Steve White [ ] [ x ]
Sandy Shaddock [ x ] [ ]
Sean Rieber [ x ] [ ]
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 [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Harold Gold [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Edward T. Sykes [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Suzanne Loughlin [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Charles Barbuti, Jr. [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Harris Alport [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Steve White [ ] Yes [ ] No [ x ] Absent [ ] Abstain
Sandy Shaddock [ x ] Yes [ ] No [ ] Absent [ ] Abstain
Sean Rieber [ x ] 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 11th day of June, 2013. ____________________________________
Secretary
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