Resolution: Appointing Jefferson Development Partners (Monticello Motor Club) as agent of the agency for garage construction

    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 December 14, 2015 at 11:00 a.m. local time.

    The meeting was called to order by 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     ]

    Sean Rieber                             [     x      ]                       [           ]

    Charles Barbuti, Jr.                 [      x     ]                       [          ]

    Howard Siegel                       [      x     ]                       [           ]

    Carol Roig                               [      x     ]                       [           ]

    Paul Guenther                         [     x      ]                       [          ]

    Scott Smith                             [     x      ]                       [          ]

    The following persons were also present:

    Steve White, Chief Executive Officer

    Jennifer C.S. Brylinski, Agency Executive Director

    Julio Garaicoechea, Agency Project Manager

    Walter F. Garigliano, Agency General Counsel

    The following resolution was duly offered by Paul Guenther, and seconded by Charles Barbuti, Jr., to wit:

    Resolution No. 34 – 15

    RESOLUTION OF THE AGENCY APPOINTING JEFFERSON DEVELOPMENT PARTNERS, LLC (“JDP”), FOR ITSELF AS THE OWNER OF THE PROPERTY BEING IMPROVED, AND ON BEHALF OF THE GROUND LESSEE AND OPERATOR MONTICELLO MOTOR CLUB LLC (“MMC” TOGETHER WITH JDP COLLECTIVELY, THE “COMPANY”) AS AGENT OF THE AGENCY FOR THE PURPOSE OF CONSTRUCTING, INSTALLING AND EQUIPPING THE FACILITY (AS HEREINAFTER DEFINED); MAKING CERTAIN FINDINGS AND DETERMINATIONS WITH RESPECT TO THE FACILITY; AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN AGENT AGREEMENT, LEASE TO AGENCY, LEASEBACK TO COMPANY AND ANY AND ALL RELATED AGREEMENTS, CERTIFICATES, DOCUMENTS AND INSTRUMENTS NECESSARY TO GRANT A SALES TAX EXEMPTION TO THE COMPANY FOR THE CONSTRUCTION, INSTALLATION AND EQUIPPING OF THE 2015 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, (hereinafter collectively called the “Act”), the Agency was created with the authority and power to promote, develop, encourage and assist in acquiring, constructing, reconstructing, improving, maintaining, equipping and furnishing industrial, manufacturing, warehousing, commercial, civic, research, and recreational facilities as authorized by the Act, and in connection therewith to issue its revenue bonds, enter into straight lease transactions and provide other forms of financial assistance; and

    WHEREAS, the Company has submitted an application (“Application”), a copy of which is on file with the Agency, requesting the Agency’s assistance with respect to a certain project (“2015 Project”) consisting of the construction of a 240’ x 40’ forty (40) bay member garage building consisting of approximately 9,600 square feet in the general vicinity of the existing hangar building (“2015 Facility Improvements”) located at 67 Cantrell Road, Town of Thompson (“Town”), Monticello and identified on the Town tax map as Section 49, Block 1, Lots 1.1, 1.6,23, 24, 28 and Section 60, Block 1, Lot 1 (“Land”); and

    WHEREAS, the total financial assistance being contemplated by the Agency is less than $100,000; and

                WHEREAS, it is contemplated that the Agency will (i) designate the Company as its agent for the purpose of constructing, installing and equipping the 2015 Project; (ii) negotiate and enter into a Lease to Agency with MMC pursuant to which the Agency takes a leasehold interest in the 2015 Project (“Lease Agreement”), a Leaseback to Company pursuant to which the Agency leases the 2015 Project back to MMC (“Leaseback Agreement”); (iii) hold a leasehold interest in the Land, the improvements and personal property thereon which constitute the 2015 Project (once the Lease Agreement and Leaseback Agreement have been negotiated); and (iv) provide financial assistance to the Company in the form of a sales tax exemption for purchases related to the of the 2015 Project; and

    WHEREAS, pursuant to the New York State Environmental Quality Review Act, Article 8 of the Environmental Conservation Law and the regulations adopted pursuant thereto at 6 N.Y.C.R.R. Part 617, as amended (collectively referred to as “SEQRA”), the Agency must satisfy the applicable requirements set forth in SEQRA, as necessary, prior to making a final determination whether to undertake the 2015 Project and with respect to the 2015 Project the Agency is accepting the findings of the Town of Thompson Planning Board; and

    WHEREAS, pursuant to Article 18-A of the Act, the Agency desires to adopt a resolution describing the 2015 Project and the 2013 Project Financial Assistance that the Agency is contemplating with respect to the 2015 Project; 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 construction, installation and equipping of the 2015 Project; and

    WHEREAS, the Agency has considered the following matters as more fully set forth in its Uniform Tax Exemption Policies:

    (A)       Permanent private sector job creation and retention;

    (B)       Estimated value of the tax exemption;

    (C)       Whether the affected taxing jurisdictions shall be reimbursed by the Company if the 2015 Project does not fulfill the purposes for which the exemption was granted;

    (D)       Impact of 2015 Project on existing and proposed business or economic development projects;

    (E)       The amount of private sector investment generated or likely to be generated by the 2015 Project;

    (F)       Demonstrated public support for the 2015 Project;

    (G)       Likelihood of accomplishing the 2015 Project in a timely fashion;

    (H)       Environmental impact;

    (I)        Extent to which the 2015 Project will require additional services including, but not limited to educational, police, transportation, EMS and fire;

    (J)        Extent to which the 2015 Project will provide additional revenues; and

    (K)       Extent to which the 2015 Project will serve the public purposes of the Act by         preserving permanent, private sector jobs or 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 the County, State by providing the contemplated financial assistance and undertaking the 2015 Project; and

    WHEREAS, the chief executive officer has negotiated the Lease Agreement, Leaseback Agreement and related documents with the Company; and

    WHEREAS, the Lease Agreement, Leaseback Agreement and related documents have been prepared by Agency counsel.

    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;

    (B)       A Cost/Benefit Analysis relating to the proposed financial assistance; and

    (C)       The EAF from the Town of Thompson Planning Board.

    Section 2.        Based upon (i) the representations made by the Company to the Agency, and (ii) a review of the EAF and related documents, the Agency hereby determines that:

    (A)       The construction, installation and equipping of the 2015 Project consists of the construction, installation and equipping of the 2015 Project; and

    (B)       The 2015 Project is an Unlisted Action under the SEQR.  Based upon the review by the Agency of the EAF and representations made by the Company to the Agency in connection with the 2015 Project, the Agency hereby finds that (i) the 2015 Project will result in no major impacts and therefore, is one which may not cause significant damage to the environment; (ii) the 2015 Project will not have a “significant effect on the environment” as such quoted term is defined in Article 8 of the Environmental Conservation Law and Regulations adopted pursuant thereto by the Department of Environmental Conservation of the State; and (iii) no “environmental impact statement” as such quoted term is defined in SEQR need be prepared for this action.  This determination constitutes a negative declaration for purposes of SEQR.  The Agency’s findings are incorporated in the EAF.

    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, and notices of this negative declaration shall be filed in such offices, posted in such places, and published in such publications as shall be necessary to conform with the requirements of SEQR.

    Section 3.        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 a leasehold interest in the Land and to take title to the improvements and personal property constituting the 2015 Project; (ii) appoint the Company as its agent for purposes of constructing, installing and equipping the 2015 Project, and (iii) lease the Land, improvements and personal property constituting the 2015 Project to the Company pursuant to the Leaseback Agreement;

    (C)       The Agency has the authority to take the actions contemplated therein under the Act; and

    (D)       The action to be taken by the Agency will induce the Company to develop the 2015 Project, thereby increasing employment opportunities in the County and otherwise furthering the purposes of the Agency as set forth in the Act.

    Section 4.        Subject to the Company executing an Agent Agreement in form and substance approved by the Chief Executive Officer of the Agency, the Agency hereby authorizes the Company to proceed with the construction, installation and equipping of the 2015 Project and hereby appoints the Company as the true and lawful agent of the Agency to construct, install and equip the 2015 Project 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 construction, installation and equipping of the 2015 Project, whether or not the materials, services or supplies described below are incorporated into or become an integral part of the 2015 Project: (i) all purchases, leases, rentals and other uses of tools, machinery and equipment in connection with the construction, installation and equipping of the 2015 Project; (ii) all purchases, rentals, uses or consumption of supplies, materials and services of every kind and description in connection with the construction, installation and equipping of the 2015 Project; 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 construction, installation and equipping of the 2015 Project, 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, install and equip the 2015 Project shall expire on June 30, 2016 if the Lease Agreement and Leaseback Agreement have not been executed and delivered.

    Section 5.        The Lease Agreement and Leaseback Agreement and related documents which were negotiated by the Chief Executive Officer, are hereby approved as to form and substance on condition that: (i) the payments under the Leaseback Agreement include payments of all costs incurred by the Agency arising out of or related to the 2015 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 2015 Project.

    Section 6.        The Chairman, Vice Chairman or Chief Executive Officer of the Agency is hereby authorized, on behalf of the Agency, to execute and deliver the Lease Agreement and Leaseback 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 7.        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 8.        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 9.        The Chief Executive Officer, Executive Director or Counsel to the Agency, each acting individually, are 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 10.      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                    [  x  ] Yes         [    ] No        [    ] Absent        [    ] Abstain

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

    Sean Rieber                             [  x  ] Yes         [    ] No        [    ] Absent        [    ] Abstain

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

    Howard Siegel                          [  x  ] Yes         [    ] No        [    ] Absent        [    ] Abstain

    Carol Roig                               [  x  ] Yes         [    ] No        [    ] Absent        [    ] Abstain

    Paul Guenther                         [ x   ] Yes         [    ] No        [    ] Absent        [    ] Abstain

    Scott Smith                             [  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:

    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 14th day of December, 2015 at 11:00 a.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                            [     x      ]                       [          ]

    Edward T. Sykes                    [     x      ]                       [          ]

    Suzanne Loughlin                   [           ]                       [    x      ]

    Sean Rieber                             [    x       ]                       [           ]

    Charles Barbuti, Jr.                 [     x      ]                       [          ]

    Howard Siegel                        [     x      ]                       [           ]

    Carol Roig                               [     x      ]                       [           ]

    Paul Guenther                         [    x       ]                       [          ]

    Scott Smith                             [      x     ]                       [          ]

    1. 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

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

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

    Sean Rieber                             [  x  ] Yes         [    ] No        [    ] Absent        [    ] Abstain

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

    Howard Siegel                        [  x  ] Yes         [    ] No        [    ] Absent        [    ] Abstain

    Carol Roig                               [ x   ] Yes         [    ] No        [    ] Absent        [    ] Abstain

    Paul Guenther                         [  x  ] Yes        [    ] No        [    ] Absent        [    ] Abstain

    Scott Smith                             [   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 14th day of December, 2015.                                                                                    ____________________________________

    Secretary

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