AUTHORIZING RESOLUTION
(Mohawk, Adirondack & Northern Railroad Corporation Project)
A regular meeting of the St. Lawrence County Industrial Development Agency was convened in public
session on December 4, 2014 in Massena, New York.
The meeting was called to order by the Vice-Chairman and, upon roll being called, the following were:
MEMBER
Blevins, Lynn
Hall, Mark C.
LaBaff, Ernest
McMahon, Andrew
Peck, Donald
Staples, Brian W.
Weekes, Jr., R. Joseph
PRESENT
X
X
X
X
ABSENT
X
X
X
The following persons were ALSO PRESENT: IDA Staff: Patrick Kelly, Thomas Plastino, Natalie
Sweatland; IDA Counsel Andrew Silver, Esq.
The following resolution was duly offered and seconded:
(i)ACKNOWLEDGING RECEIPT OF CONSENT CERTIFICATES WITH RESPECT TO THE
MOHAWK, ADIRONDACK & NORTHERN RAILROAD CORPORATION PROJECT (AS
MORE FULLY DESCRIBED BELOW); (ii) ACKNOWLEDGING THE HOLDING OF A PUBLIC
HEARING PURSUANT TO THE ACT; (ii) ACCEPTING AND ADOPTING FINDINGS WITH
RESPECT TO THE PROJECT PURSUANT TO SEQRA; and (iii) AUTHORIZING EXECUTION
AND DELIVERY BY SLCIDA OF A PILOT AGREEMENT AND RELATED DOCUMENTS
WITH RESPECT TO THE PROJECT
Resolution No.: IDA-14-12-25
WHEREAS, the St. Lawrence County Industrial Development Agency (the "SLCIDA") is authorized
and empowered by Title 1 of Article 18-A of the General Municipal Law of the State of New York (the "State")
as amended, and Chapter 358 of the Laws of 1971 of the State, as amended (collectively, the "Act") to promote,
develop, encourage and assist in the acquiring, constructing, reconstructing, improving, maintaining, equipping
and furnishing of industrial, manufacturing, warehousing, commercial, research, and recreation facilities,
including industrial pollution control facilities, railroad facilities and certain horse racing facilities, for the
purpose of promoting, attracting, encouraging and developing recreation and economically sound commerce
and industry to advance the job opportunities, health, general prosperity and economic welfare of the people
of the State, to improve their recreation opportunities, prosperity and standard of living, and to prevent
unemployment and economic deterioration; and
WHEREAS, Mohawk, Adirondack & Northern Railroad Corporation (the “Company”) had
requested the SLCIDA’s assistance with a certain project (the “Project”) consisting of (A) the improvement
and rehabilitation of an existing commercial railroad located on a strip of land (the “Land”) from Newton Falls,
New York to the St. Lawrence County border with Lewis County in the direction of Carthage, New York (the
“Land” and the existing commercial railroad are collectively the “Facility”) and (B) operating the Facility; and
WHEREAS, the SLCIDA having previously obtained title to the Facility, had been in conflict with
the COMPANY over the ownership of the Facility, and ultimately adopted IDA Resolution No. 12-04-21 on
April 25, 2012, which authorized execution of a Settlement Agreement to resolve the litigation over the Facility;
and
WHEREAS, also by IDA Resolution No. 12-04-21, duly adopted by the SLCIDA on April 25, 2012,
the SLCIDA authorized the Financial Assistance described above and within the meaning of Section 854(14)
of the General Municipal Law, to the Company with respect to the Project subject to SLCIDA’s (i) scheduling,
noticing and conducting a public hearing relating to the Project; (ii) adopting of SEQRA findings; and (iii)
compliance with SLCIDA’s UTEP deviation procedures; and
WHEREAS, having been delivered of consent resolutions and certificates, attached hereto as Exhibit
A, and pursuant to and in accordance with Section 859-a of the Act, the SLCIDA (i) scheduled, noticed and
conducted a public hearing relating to the Project whereat interested parties were provided a reasonable
opportunity, both orally and in writing, to present their views. A copy of the minutes of the Public Hearing,
along with the notice of Public Hearing published and forwarded to the affected taxing jurisdictions at least ten
(10) days prior to said Public Hearing are attached hereto as Exhibit B; and
WHEREAS, pursuant to Article 8 of the Environmental Conservation Law, Chapter 43-B of the
Consolidated Laws of New York, as amended (the “SEQR Act”) and the regulations adopted pursuant thereto
by the Department of Environmental Conservation of the State of New York, being 6 NYCRR Part 617, as
amended (the “Regulations”), the SLCIDA desires to determine whether the acquisition, construction and
equipping of the Project Facility may have a “significant effect on the environment” (as said quoted term is
defined in the SEQR Act and the Regulations) and therefore require the preparation of an environmental impact
statement, and
WHEREAS, to aid the SLCIDA, the SLCIDA has prepared an environmental assessment form (“the
EAF”), a copy of which was presented to and reviewed by the SLCIDA at this meeting and a copy of which
are on file at the office of the SLCIDA, and Findings Statement (the “Findings”) both of which are attached
hereto as Exhibit C.
NOW, THEREFORE, BE IT RESOLVED by the members of the St. Lawrence County Industrial
Development Agency as follows:
Section 1.
Having acknowledged receipt of the consent resolutions and certificates related to the
deviation of SLCIDA’s UTEP, and having acknowledged the public hearings held with respect to the Project;
and having accepted and adopted Findings with respect to the Project pursuant to SEQRA, the SLCIDA
determines that it has complied with the procedures set forth for deviation from SLCIDA’s Uniform Tax
Exemption Policy; and
Section 2.
The Chairman, Vice Chairman and/or the Chief Executive Officer of the SLCIDA
are hereby authorized, on behalf of the SLCIDA to execute and deliver the PILOT Agreement and related
documents necessary or incidental thereto; and
Section 3.
The Chairman, Vice Chairman and/or Chief Executive Officer of the SLCIDA are
hereby authorized, on behalf of the SLCIDA, to execute and deliver any mortgage, assignment of leases and
rents, security agreement, UCC-1 Financing Statements and all documents reasonably contemplated by this
resolution or required by an lender or financial institution designated by the Company (the "Lender") in a
sufficient amount to undertake the Project (hereinafter, with the Lease Agreement, the PILOT Agreement, and
Settlement Agreement collectively called the "Closing Documents"); and, where appropriate, the Secretary or
Assistant Secretary of the SLCIDA is hereby authorized to affix the seal of the SLCIDA to the Closing
Documents and to attest the same, all with such changes, variations, omissions and insertions as the Chairman,
Vice Chairman and/or Chief Executive Officer of the SLCIDA shall approve, the execution thereof by the
Chairman, Vice Chairman and/or Chief Executive Officer of the SLCIDA to constitute conclusive evidence
of such approval; provided in all events recourse against the SLCIDA is limited to the SLCIDA’s interest in
the Project.
Section 4.
The officers, employees and agents of the SLCIDA are hereby authorized and
directed for and in the name and on behalf of the SLCIDA 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
SLCIDA with all of the terms, covenants and provisions of the documents executed for and on behalf of the
SLCIDA.
Section 5.
These Resolutions shall take effect immediately.
Section 6.
The question of the adoption of the foregoing resolution was duly put to vote on
roll call, which resulted as follows:
Move:
Second:
VOTE
Blevins
Hall
LaBaff
McMahon
Peck
Staples
Weekes
LaBaff
Weekes
AYE
X
Section 7.
NAY
ABSTAIN
ABSENT
X
I HEREBY CERTIFY that I have compared this copy of this
Resolution with the original record in this office, and that the
same is a correct transcript thereof and of the whole of said
original record.
X
X
X
/s/
X
X
Natalie A. Sweatland
December 04, 2014
The resolution was thereupon declared duly adopted.
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