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, New York on April 17, 2012 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 [ ] [ ]
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 AND APPROVING THE EXECUTION AND DELIVERY OF A MORTGAGE IN AN AMOUNT NOT TO EXCEED TWO MILLION AND 00/100 ($2,000,000.00) DOLLARS AND RELATED DOCUMENTS IN FAVOR OF CATSKILL HUDSON BANK (“BANK”) RELATING TO THE MBM ENTERPRISES, LLC AND M&M AUTOMOTIVE, INC. PROJECT
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, MBM Enterprises, LLC (“MBM”) and M&M Automotive, Inc. (“M&M” and together with MBM, 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 tax map as Liberty 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, the Agency joined in a mortgage in an amount not to exceed One Million and 00/100 ($1,000,000.00) Dollars together with the security agreement, assignment of leases and rents and any and all related documents in favor of the First National Bank of Jeffersonville (“FNBJ”) which abated Ten Thousand and 00/100 ($10,000.00) Dollars in mortgage tax, which mortgage will be secured by a lien on the Facility; and
WHEREAS, on or about November 10, 2010, the Company and Agency joined in a second mortgage in an amount not to exceed One Million Seven Hundred Fifty Thousand and 00/100 ($1,750,000.00) Dollars together with the security agreement, assignment of leases and rents and any and all related documents in favor of Catskill Hudson Bank (“CHB”), which abated Seventeen Thousand Five Hundred and 00/100 ($17,500.00) Dollars in mortgage tax, which mortgage will be secured by a lien on the Facility; and
WHEREAS, by letter, dated March 27, 2012, the Company wants to increase its line of credit to Two Million and 00/100 ($2,000,000.00) Dollars (Two Hundred Fifty Thousand and 00/100 ($250,000.00) Dollars is new money) and requests that the Agency join in a revised mortgage, security agreement, assignment of leases and rents and any and all related documents in favor of CHB, and abate mortgage tax in an amount not to exceed Two Thousand Five Hundred and 00/100 ($2,500.00) Dollars, which mortgage shall be secured by a lien on the Facility; and
WHEREAS, it is contemplated that the Agency will join in an increased line of credit in an amount not to exceed Two Million and 00/100 ($2,000,000.00) Dollars together with the mortgage, security agreement, assignment of leases and rents and any and all related documents in favor of CHB and abating mortgage tax in an amount not to exceed Two Thousand Five Hundred and 00/100 ($2,500.00) Dollars.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:
Section 1. The Chairman, Vice Chairman and/or Chief Executive Officer of the Agency, each acting individually, are each hereby authorized, on behalf of the Agency, to execute and deliver a mortgage, security agreement, assignment of leases and rents and any and all related documents in favor of CHB thereby abating mortgage tax in an amount not to exceed Two Thousand Five Hundred and 00/100 ($2,500.00) Dollars; all in form approved by Counsel to the Agency and 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 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.
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 (“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 17th day of April, 2012 at 10:00 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 [ ] [ ]
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 17th day of April, 2012.
______________________________
Secretary