Resolution: Authorizing the Agency to Take Title to and Leaseback to M&M Automotive Five Parcels of Real Estate

    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 January 11, 2016, 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                            [    √     ]                       [          ]

    Edward T. Sykes                    [    √     ]                       [          ]

    Suzanne Loughlin                   [    √     ]                       [          ]

    Sean Rieber                             [    √     ]                       [           ]

    Charles Barbuti, Jr.                 [          ]                       [    √     ]

    Scott Smith                             [    √     ]                       [          ]

    Howard Siegel                       [    √     ]                       [           ]

    Carol Roig                               [    √     ]                       [           ]

    Paul Guenther                         [          ]                       [    √     ]

    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 Howard Siegel, and seconded by Sean Rieber, to wit:

    Resolution No. 01 – 16

    RESOLUTION (I) AUTHORIZING THE AGENCY TO TAKE TITLE TO AND LEASEBACK TO THE COMPANY FIVE (5) PARCELS OF REAL ESTATE LOCATED IN THE TOWN OF LIBERTY, SULLIVAN COUNTY, NEW YORK (“2015 LAND”) TO BE ADDED TO THE MBM ENTERPRISES, LLC (“MBM”) AND M&M AUTOMOTIVE, INC. (“M&M” COLLECTIVELY THE “COMPANY”) PROJECT; AND (II) AUTHORIZING THE CHAIRMAN OR CHIEF EXECUTIVE OFFICER OF THE AGENCY, EACH ACTING INDIVIDUALLY, TO EXECUTE AND DELIVER AN OMNIBUS AMENDMENT OF PROJECT DOCUMENTS AND MORTGAGE ALL PARCELS COMPRISING THE PROJECT TO JEFF BANK

    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 May 23, 2005 the Agency and the Company entered into a sale/leaseback transaction wherein the Agency took title to the Company’s real property in the Village and Town of Liberty, County of Sullivan (“County”), State of New York (“State”) to facilitate the acquisition, construction, reconstruction, renovation, installation and equipping of a building to consist of approximately 17,000  square feet (“Building”) situate on two (2) parcels of real estate consisting of approximately 2.45 acres located at 129 Mill Street in the Village and Town of Liberty, County, State and identified on the Town of Liberty tax map as Section 113, Block 3, Lots 7 and 12.2 (“Land”) and related facilities owned by the Agency; (ii) acquire and install thereon and therein certain furniture, 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” or the “Project”); and (iv) lease of the Facility from the Agency to the Company; and

    WHEREAS, by Resolution #35-15 the Agency authorized and approved the execution of the following in favor of Jeff Bank:

    (a)        Commercial Mortgage Loan in the original principal amount of $1,900,000 payable over a period of 240 months; and

    (b)        Commercial Mortgage Loan in the original principal amount of $500,000 payable over a period of 60 months

    ; and

    WHEREAS, as security for the loans, Jeff Bank is requiring seven (7) parcels, including the five (5) additional parcels to be conveyed to the Agency as authorized by this Resolution, to be mortgaged to Jeff Bank; and

    WHEREAS, the Company requests the Agency to take title to 2015 Land identified on the Town of Liberty tax map as Section 113, Block 3, Lot 12.1, Section 115, Bock 1, Lots 13, 14 and 23.2  and Section 115, Bock 2, Lot 4 currently owned by MBM and lease them back to the Company; and

    WHEREAS, the Agency wishes to (i) enter into the Omnibus Amendment of Project Documents to include the 2015 Land in the description of the Project; (ii) authorize its Chairman or Chief Executive Officer to execute the Omnibus Amendment and related documents between the Agency and the Company; (iv) after conveyance to the Agency of the 2015 Land, to mortgage the Land and the 2015 Land to Jeff Bank. 

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

    Section 1.        The Chairman and/or Chief Executive Officer of the Agency, either acting individually, are each hereby authorized, on behalf of the Agency, to execute and deliver the Omnibus Amendment to Project Documents and to mortgage the Land and 2015 Land to Jeff Bank any and all related documents; all in form approved by Counsel to the Agency and with such changes, variations, omissions and insertions as the Chairman or Chief Executive Officer, of the Agency shall approve, the execution thereof by the Chairman or 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

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

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

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

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

    Scott Smith                             [ √ ] Yes         [    ] No        [    ] Absent        [    ] Abstain

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

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

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

    The resolutions were thereupon duly adopted.

    STATE OF NEW YORK       :

    :ss.:

    COUNTY OF SULLIVAN   :

    I, the undersigned (Assistant) 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 (AAgency@) 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 January, 2016 at 11:00 a.m. at the Sullivan County Government Center, 100 North Street, Village of Monticello, New York at which the following members were present: 

    PRESENT                   ABSENT

    Ira Steingart                            [    √     ]                       [          ]

    Edward T. Sykes                    [    √     ]                       [          ]

    Suzanne Loughlin                   [    √     ]                       [          ]

    Sean Rieber                             [    √     ]                       [           ]

    Charles Barbuti, Jr.                 [          ]                       [    √     ]

    Scott Smith                             [    √     ]                       [          ]

    Howard Siegel                        [    √     ]                       [           ]

    Carol Roig                               [    √     ]                       [           ]

    Paul Guenther                         [          ]                       [    √     ]

    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                            [ √ ] Yes         [    ] No        [    ] Absent        [    ] Abstain

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

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

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

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

    Scott Smith                             [ √ ] Yes         [    ] No        [    ] Absent        [    ] Abstain

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

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

    Paul Guenther                         [    ] 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 January, 2016.

    ______________________________

    Secretary

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