9-14-21 Notice of Supplemental Public Hearing 44 Ramsey

09/02/21

Cover Letter
Application
CBA

NOTICE IS HEREBY GIVEN that a supplemental public hearing pursuant to Article 18-A of the New York State General Municipal Law will be held by the Town of Brookhaven Industrial Development Agency (the “Agency”) on the 14th day of September, 2021, at 10:00 a.m. local time, at the Town of Brookhaven Industrial Development Agency, 2nd Floor, One Independence Hill, Farmingville, New York 11738, in connection with the following matters:

The Agency has previously provided its assistance to Warco, L.L.C., a New York limited liability company (the “Original Company”) and Frank Lowe Rubber & Gasket Co., Inc., a New York business corporation (the “Sublessee”), by issuing its Industrial Development Revenue Bonds, Series 2006 (Warco, L.L.C./Frank Lowe Rubber & Gasket Co., Inc. Facility) in the aggregate principal amount of $6,270,000 (the “Bonds”), to finance an industrial development facility consisting of the acquisition of an approximately 6.35 acre parcel of land located at 44 Ramsey Road, Shirley, Town of Brookhaven, Suffolk County, New York (more specifically known as Parcel “E” and as Suffolk County Tax Parcel Number 200-584-1-4.38), and the construction and equipping of an approximately 61,918 square foot building located thereon and the acquisition of certain machinery and equipment including, but not limited to, a Preco die cutter, an additional laminator, a slitter, a baloney slitter, racking, shelving and material handling equipment and office equipment and furnishing including, but not limited to, computers, furniture and supplies (the “Facility”), which Facility is leased by the Issuer to the Company and subleased by the Company to the Sublessee, and used by the Sublessee for the manufacturing and warehousing of gaskets, packing and sealing devices and other fabricated rubber products (collectively, the “Project”).

The Original Company previously requested the Agency’s consent to the (i) assignment by the Original Company of all of its rights, title, interest, duties, liabilities and obligations under the Lease Agreement, the Environmental Compliance and Indemnification Agreement, the PILOT Agreement and the Recapture Agreement, and certain other agreements in connection with the Facility to 44 Ramsey, LLC, a New York limited liability company or another entity formed or to be formed by 44 Ramsey, LLC, or the principals thereof (collectively, “44 Ramsey”), and the assumption by the 44 Ramsey of all of such rights, title, interest, duties, liabilities and obligations of the Original Company, and (ii) the release of the Original Company from any further liability with respect to the Facility, subject to certain requirements of the Agency, all pursuant to the terms of an Assignment, Assumption and Amendment Agreement, to be dated a date to be determined by the Chairman, Chief Executive Officer and counsel to the Agency (the “Assignment and Assumption Agreement”), by and among the Agency, the Original Company and the 44 Ramsey, a certain Assignment and Assumption of Lease Agreement, to be dated a date to be determined by the Chairman, Executive Director and counsel to the Agency (the “Assignment of Lease Agreement”), by and between the Original Company and the 44 Ramsey, and consented to by the Agency, and a certain Amended and Restated Lease and Project Agreement, dated a date to be determined by the Chairman, Chief Executive Officer, Deputy Executive Director and counsel to the Agency (the “Amended and Restated Lease Agreement), by and between the Agency, as lessor, and the Company, as lessee.  All terms used herein and not defined are defined in Schedule A of the Lease Agreement, dated as of December 1, 2006 (the “Lease Agreement”).

A public hearing was previously held by the Agency on July 13, 2021 with respect to the assignment and assumption described in the preceding paragraph.

The Assignee has now informed the Agency that, as part of a joint venture, 44 Ramsey Road Owner LLC, a Delaware limited liability company duly authorized to do business in the State of New York, or another entity formed or to be formed by 44 Ramsey Road Owner LLC or the principals thereof (collectively, the “Assignee”), will now acquire the Original Company’s interest in the Facility instead of 44 Ramsey, and shall in place of 44 Ramsey assume all rights, title, interest, duties, liabilities and obligations of the Original Company in connection with the Project pursuant to the Assignment and Assumption Agreement, the Assignment of Lease Agreement, and the Amended and Restated Lease Agreement.  Upon execution of the Assignment and Assumption Agreement, the Assignment of Lease Agreement, and the Amended and Restated Lease Agreement, the Assignee will own the Facility and the Facility will continue to be operated and managed by the Sublessee.  

In connection with the assignment by the Original Company and the assumption by the Assignee of the Facility, the Original Company will cause the Bonds to be redeemed in full.  

The Agency contemplates that it will provide financial assistance to the Assignee in the form of exemptions from mortgage recording taxes in connection with the financing or any subsequent refinancing of the Facility and continued abatement of real property taxes pursuant to terms of the Lease Agreement and as assigned by the Original Company to the Assignee in accordance with the Assignment and Assumption Agreement, the Assignment of Lease, and the Amended and Restated Lease Agreement, all consistent with the uniform tax exemption policies (“UTEP”) of the Agency.

A representative of the Agency will at the above-stated time and place hear and accept written comments from all persons with views in favor of or opposed to either the proposed financial assistance to the Company or the location or nature of the Facility.  At the hearing, all persons will have the opportunity to review the application for financial assistance filed by the Company with the Agency and an analysis of the costs and benefits of the proposed Facility. Prior to the hearing, all persons will have the opportunity to review on the Agency’s website (https://brookhavenida.org/), the application for financial assistance filed by the Assignee with the Agency and an analysis of the costs and benefits of the proposed Facility.

Due to COVID-19 protocols, all persons attending the supplemental public hearing will be required to wear face masks and maintain proper social distancing.

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