HomeMy Public PortalAboutr 11-040Poolution of #lie P ornuA of Caurtere#, �
11 -40
11 Date of Adoptio February 17, 2011
RESOLUTION OF THE BOROUGH OF CARTERET IN CONNECTION WITH
THE PROPOSED TRANSFER OF THE COMPLETED LANDFILL
REDEVELOPMENT PROJECT AND THE EXECUTION AND DELIVERY OF
CERTAIN DOCUMENTS RELATED THERETO
WHEREAS, the Borough, pursuant to and in accordance with the
Redevelopment and Housing Law, constituting Chapter 79 of the Pamphlet Laws of 1992
of the State, and the acts amendatory thereof and supplemental thereto, previously
entered into several agreements (the `Borough Agreements ") with Titan -PDC Carteret
Urban Renewal, LLC ( "Titan"), for the redevelopment of that certain real property
designated as Block 11. 1, Lot 15.1 on the tax map of the Borough (the "Property"); and
WHEREAS, Titan has completed the redevelopment of the Property as
contemplated by the above agreements; and
WHEREAS, Titan has entered into a purchase and sale agreement with KTR NJ
Urban Renewal LLC ( "KTR ") pursuant to which KTR shall purchase the redeveloped
Property from Titan; and
WHEREAS, the Carteret Redevelopment Agency previously entered into several
agreements in connection with the financing of the remediation of the Property, including
without limitation, (i) that certain Loan Agreement, by and between the Agency and the
State of New Jersey, acting by and through the Department of Environment Protection,
dated as of November 1, 2006; (ii) that certain Loan Agreement, by and between the
Agency and the New Jersey Environmental Infrastructure Trust, dated as of November 1,
2006; (iii) that certain Redeveloper Fund' Loan Agreement, by and between the Agency
and Titan, dated as of November 1, 2006; (iv) that certain Redeveloper Trust Loan
Agreement, by and between the Agency and Titan, dated as of November 1, 2006; (v)
that certain Agreement of Guaranty, by and between the Agency and Panattoni
Investments, LLC, dated as of November 1, 2006; and (vi) that certain,Indenture of Trust,
by and between the Agency anti Manufacturers and Traders Trust Company, previously
known as North Fork Bank, dated as of November 1, 2006 (the agreements referred to in
(i) through (vi) hereof shall be collectively referred to as the "Original Agency
Agreements "); and
WHEREAS, in connection with the sale of the Property and given that Titan shall
no longer be the fee title outer of the Property, the Agency has agreed to enter into
certain agreements that amend and/or modify the Agency Agreements, including without
limitation, the (i) Amended Borrower Trust Loan Agreement, by and between the Agency
and KTR, (ii) Amended Borrower Fund Loan Agreement, by and between the Agency
and KTR; (iii) Amendment No. I to Loan Agreement, by and between the Agency and
the New Jersey Enviromnental Infrastructure Trust; (iv) Amendment No. I to Loan
Agreement, by and between the Agency and the State of New Jersey, acting by and
through the New Jersey Department of Environment Protection; (v) Termination of
Guaranty, by and between the Agency and Panattoni Investments, LLC; (vi) Assignment
and Assumption Agreement, by and between the Agency, Titan and KTR; and (vii) First
Supplemental Indenture of Trust, by and between the Agency and Manufacturers and
Traders Trust Company (the agreements referred to in 0) through (vii) hereof shall be
collectively referred to as the "Updated Agency Agreements "); and
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WHEREAS, the Agency, at a meeting duly held on February 3, 2011, approved
of the execution and delivery of the Updated Agency Agreements; and
WHEREAS, in connection with tire sale of the Property, the Borough, Titan and
KTR desire to enter into (i) that certain Assignment and Assumption Agreement (the
"Assignment Agreement ", a form of which is attached hereto as Exhibit A) and (ii) that
certain First Amendment to Amended and Restated Declaration of Covenants and
Restrictions (tire "First Amendment to Declaration ", a fomr of which is attached hereto as
Exhibit B ).
NOW, THEREFORE, BE IT RESOLVED as follows:
Section 1. The Mayor, Chief Financial Officer or the Director of Law (each
an "Authorized Officer "), are hereby each severally authorized and directed, upon the
satisfaction of any and all legal precedents related thereto, to (i) execute and deliver the
Ass ignment Agreement and the First Amendment to Declaration, with such changes as
such Authorized Officer, after consultation with such counsel and any advisors to the
Borough (collectively, the "Borough Consultants "), deems necessary, desirable or
convenient in such Authorized Officer's sole discretion and (ii) acknowledge or consent
to any of the Updated Agency Agreements, as such Authorized Officer, after consultation
with Borough Consultants, deems necessary, desirable or convenient in such Authorized
Officer's sole discretion.
Section 2. The Borough Clerk is hereby authorized and directed, upon the
execution, acknowledgement or consent of any of the agreements referred to in Section I
hereof, to attest to the Authorized Officer's execution, acknowledgement or consent of
subh agreements and is hereby further authorized and directed, to the extent applicable, to
thereupon affix tire seal of the Borough.
Section 3. Upon the execution, acknowledgment or consent and attestation of
and if required, the placing of the seal of the Borough on any agreement as contemplated
by Sections I and 2 hereof, the Authorized Officer is hereby authorized and directed to (i)
deliver such frilly executed, attested or consented and sealed agreement to the other
parties thereto and (ii) perform such other actions as the Authorized Officer deems
necessary, desirable or convenient in relation to the execution, acknowledgement or
consent and delivery thereof.
Section d. The Authorized Officers are each hereby further authorized to
perform any act, execute, acknowledge or consent and deliver any other document,
instrument or certificate, which the Authorized Officer, after consultation with the
Borough Consultants, deems necessary, desirable or convenient in connection with the
transaction referred to herein, and the Borough Clerk is hereby further authorized and
directed to attest to such execution, acknowledgement or consent and to affix the seal of
fire Borough to any such document, instrument or certificate.
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Section 5. Upon the Borough's „;ecution and delivery of the Assignment and
Assumption Agreement, the Borough shall be deemed to have consented to the sale of the
Property from Titan to i<_TR for the purposes set forth therein.
Seciion 6. This resolution shall take effect at the time and in the manner
prescribed by law.
Section 7. Upon the adoption hereof, the Borough Clerk shall `forward
certified copies of this resolution to 'Matthew C. K_arrenber?, Esq., DeCotiis, FitzPatrick
& Cole, LLP, Special Redevelopment Counsel to the Borou
Adopted this 17th day of February
2011 and certified as a true copy
of the original on February - 18, 2011
MTnEEN M. BARPiEY, M IC
Municipal Clerk .
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Section 5. Upon the Borough's „;ecution and delivery of the Assignment and
Assumption Agreement, the Borough shall be deemed to have consented to the sale of the
Property from Titan to i<_TR for the purposes set forth therein.
Seciion 6. This resolution shall take effect at the time and in the manner
prescribed by law.
Section 7. Upon the adoption hereof, the Borough Clerk shall `forward
certified copies of this resolution to 'Matthew C. K_arrenber?, Esq., DeCotiis, FitzPatrick
& Cole, LLP, Special Redevelopment Counsel to the Borou
Adopted this 17th day of February
2011 and certified as a true copy
of the original on February - 18, 2011
MTnEEN M. BARPiEY, M IC
Municipal Clerk .
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Section 5. Upon the Borough's „;ecution and delivery of the Assignment and
Assumption Agreement, the Borough shall be deemed to have consented to the sale of the
Property from Titan to i<_TR for the purposes set forth therein.
Seciion 6. This resolution shall take effect at the time and in the manner
prescribed by law.
Section 7. Upon the adoption hereof, the Borough Clerk shall `forward
certified copies of this resolution to 'Matthew C. K_arrenber?, Esq., DeCotiis, FitzPatrick
& Cole, LLP, Special Redevelopment Counsel to the Borou
Adopted this 17th day of February
2011 and certified as a true copy
of the original on February - 18, 2011
MTnEEN M. BARPiEY, M IC
Municipal Clerk .
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EXHIBIT A
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT B
FORM OF FIRST AMENDMENT TO AMENDED AND RESTATED
DECLARATION OF COVENANTS AND RESTRICTIONS
Prepared by:
FIRST AMENDMENT TO
AMENDED AND RESTATED
DECLARATION OF
COVENANTS AND RESTRICTIONS
THIS FIRST AMENDMENT TO AMENDED AND RESTATED
DECLARATION OF COVENANTS AND RESTRICTIONS (the "First Amendment to
Declaration ") made as of this _ day of April, 2011, by:
THE DECLARANT:
KTR NJ URBAN RENEWAL, LLC, a limited liability company of the
State of Delaware, having an address at Five Tower Bridge, 300 Barr
Harbor Drive, Suite 150, Conshohocken, PA 19428 (hereinafter
referred to as "Declarant" or "Redeveloper Urban Renewal Entity "),
FOR THE BENEFIT OF:
THE BOROUGH OF CARTERET, a municipal corporation of the State
of New Jersey, having offices at Borough Hall, 61 Cooke Avenue, Carteret,
New Jersey 07008 (hereinafter referred to as the `Borough "), for and in its
own right and also for the purposes of protecting the interests of the
connnunity and other parties, public and private, in whose favor and for
whose benefit the covenants and restrictions set forth herein shall ram,
WITNESSETH:
WHEREAS, Titan -PDC Carteret Urban Renewal, LLC, (the "Original Declarant" or
"Original Redeveloper Urban Renewal Entity "), previously entered into that certain
"Declaration of Covenants and Restrictions ", for the benefit of the Borough, dated as of August
18, 2006, as filed and recorded with the Middlesex County Clerk, as reflected in Book 05711,
Pages 0817 -0842, as amended and restated, in its entirety, as set forth in that certain "Amended
and Restated Declaration of Restrictions and Covenants ", dated as of June 17, 2009, as filed and
recorded with the Middlesex County Clerk, as reflected in Book 06068, Pages 0495 -0524 (the
"Amended and Restated Declaration "); and
WHEREAS, on the date hereof, the Declarant purchased the Encumbered Lands, as
such term is defined in the Amended and Restated Declaration, from the Original Declarant;
and
Wanage_1244762_2
WHEREAS, on the date hereof, the Borough, the Declarant and the Original Declarant
entered into that certain "Assignment and Assumption Agreement', whereby the Original
Declarant assigned all of its right, title and interest in and to all existing agreements by and
between the Borough and the Original Declarant, as set forth therein, and the Declarant assumed
all of the obligations of the Original Declarant thereunder, including without limitation, the
Amended and Restated Declaration; and
WHEREAS, the Borough and the Declarant have each agreed to amend the Amended
and Restated Declaration as set forth herein.
NOW, THEREFORE, in consideration of the foregoing, the Declarant, for itself, its legal
and personal representatives, successors and assigns, and for the benefit and with the agreement of
the Borough hereby amends the Amended and Restated Declaration as follows:
Section 1. Section 3.01(a) of the Amended and Restated Declaration is hereby
amended to read in its entirety as follows:
"(a) Not devote the Encumbered Lands to any uses associated with dry cleaning
facilities or an open air facility for bulk storage of hazardous materials, including
petroleum products, with an aggregate storage capacity greater than 100,000
gallons;"
Section 2. To the extent there are any inconsistencies between the Amended and
Restated Declaration, as amended by this First Amendment of Declaration, and the Certificate
of Completion issued by the Borough on June 17, 2009, as filed and recorded with the
Middlesex County Clerk, as reflected in Book 06068, Pages 0479 -0493, including without
limitation, any inconsistencies with respect to the PL &L Policy referred to in Section 3 01(f) of
the Amended and Restated Declaration and Section 5(c) of the Certificate of Completion, the
provisions of the Amended and Restated Declaration, as further amended by this First
Amendment to Declaration, shall govern and control.
Section 3. The Declarant hereby expressly acknowledges, consents and agrees that
the recording of this First Amendment to Declaration shall in no way alter, modify, revise or
otherwise impair the priority of the Amended and Restated Declaration, which, in accordance
with Section 8.05 thereof, shall be deemed to have priority as of the date of the original
recording of the Original Declaration.
Section 4. Other than as may be set forth in Sections I through i 3 hereof, nothing
contained herein shall alter, modify or amend any other provision of the Amended and Restated
Declaration and the Amended and Restated Declaration, including each and every other such
provision therein, shall remain in full force and effect.
iMmiage_1244762_2 2
IN WITNESS WHEREOF, the officers of the Declarant and the Borough have hereunto
set their hands and seals the day and year first above written to indicate the parties' consent to the
terms and provisions set forth in the within First Amendment to Declaration.
KTR NJ URBAN RENEWAL, LLC, a Delaware limited
liability company
ATTEST By: KTR Property Trust I,
Sole Member
By: By:
Name: John P. DiCola
Title: Senior Vice President
ATTEST: THE BOROUGH OF CARTERET
By:
Name: Kathleen M. Barney Name: Daniel J. Reiman
Title: Borough Clerk Title: Mayor
iManage_1244762_2 3
STATE OF NEW JERSEY
SS:
COUNTY OF MIDDLESEX
The foregoing instrument was acknowledged before me this day of
2011, by KTR NJ URBAN RENEWAL, LLC, a Delaware limited liability
company (the "Company "), by John P. DiCola, Senior Vice President of KTR Property Trust I,
its sole member, on behalf of the Company.
Notary Public
Commission Expiration:
iMmiage_1244762_2
STATE OF NEW JERSEY
SS:
COUNTY OF MIDDLESEX
The foregoing instrument was acknowledged before me this °i day of April,
2011, by the BOROUGH OF CARTERET (the "Borough "), a municipal corporation of the
State of New Jersey, by Daniel J. Reiman, its Mayor, on behalf of the Borough.
Matthew C. Karrenberg, Esq.
Attorney at Law
State of New Jersey
Ninage_1244762_2
FIRST AMENDMENT TO
AMENDED AND RESTATED
DECLARATION OF COVENANTS
AND RESTRICTIONS
Dated April _, 2011
Declarant KTR NJ Urban Renewal
LLC,
Beneficiaries The Borough of
Carteret, Middlesex County, New
Jersey
RECORD AND RETURN TO
DeCotiis, FitzPatrick & Cole, LLP
500 Frank W. Burr Boulevard
Suite 31
Teaneck, New Jersey 07666
Attn: Matthew C. Karrenberg,
Esq.
Attorneys for the Borough of
Carteret, Middlesex County, New
Jersey
Wanage_1244762_2 6
ASSIGNMENT AND ASSUMPTION OF BOROUGH AGREEMENTS
THIS ASSIGNMENT AND ASSUMPTION OF BOROUGH AGREEMENTS (this
"Assignment and Assumption Agreement ") made as of this day of 2011
by and between TITAN -PDC CARTERET URBAN RENEWAL, LLC ( "Assignor "), KTR NJ
URBAN RENEWAL LLC, formerly known as KTR NJ LLC ( "Assignee ") and THE
BOROUGH OF CARTERET (the "Borough ").
WITNESSETI -I:
WHEREAS, Assignor and Assignee have entered into a Purchase and Sale Agreement
dated as of the November 30, 2010 (the "PSA ") pursuant to which Assignee is purchasing the
real property designated as Block 1 LI, Lot 15.1 on the tax map of the Borough of Carteret,
Middlesex County, New Jersey (the "Real Property ") and the other property more particularly
described in the PSA; and
WHEREAS, in connection with the redevelopment of the Real Property, Assignor, as the
redeveloper, entered into various redevelopment related and other agreements with the Borough
more particularly set forth on Schedule A attached hereto (the "Borough Agreements "); and
WHEREAS, the Carteret Redevelopment Agency (the "Agency ") financed certain
remediation work on the Real Property through the New Jersey Environmental hifiastructure
Trust Program, issued bonds and loans from the State of New Jersey (the "State "), acting through
the New Jersey Department of Environmental Protection ( "NJDEP ") and loaned the proceeds
thereof to Assignor; and
WHEREAS, in connection with such financing, Assignor entered into various
agreements with the Agency (the "Agency Agreements ") and Panattoni Investments, LLC
( "Guarantor "), an affiliate of Assignor, guaranteed the liabilities of Assignor owing to the
Agency pursuant to a Guaranty dated November 1, 2006 (the "Agreement of Guaranty"); and
WHEREAS, the Borough provided a guaranty of all payments on the bonds and is a
third party beneficiary of the Agreement of Guaranty; and
WHEREAS, simultaneously herewith Assignor, Assignee and the Agency are entering
into an assignment and assumption agreement with respect to the Agency Agreements (the
"Agency Assignment and Assumption "); and
WHEREAS, in connection with the sale of the Real Property, Assignor and Assignee
have agreed to enter into this Assignment and Assumption Agreement whereby Assignor shall
assign all of Assignor's right, title and interest in and to the Borough Agreements to Assignee
and Assignee shall accept such assignment, and assume the obligations of Assignor under the
Borough Agreements as provided for in this Assignment and Assumption Agreement; and
WHEREAS, Assignee and Assignor have requested the Borough's consent to the
assignment and assumption of the Borough Agreements; and
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WHEREAS, on , the Agency adopted Resolution — which sets forth the
consent of the Agency in accordance with the Agency Agreements to, among other things, the
sale of the Real Property from Assignor to Assignee and the assignment and assumption of the
Agency Agreements in accordance with the Agency Assignment and Assumption Agreement,
and authorizing the Agency to enter into the Agency Assignment and Assumption and any other
agreements in connection therewith; and
WHEREAS, on , the Borough adopted Resolution _ which sets forth the
consent of the Borough in accordance with the Borough Agreements to, among other things, the
sale of the Real Property from Assignor to Assignee and the assignment and assumption of the
Borough Agreements in accordance with the terms of this Assignment and Assumption and
authorizing the Borough to enter into the this Assignment and Assumption and any other
agreements in connection therewith; and
WHEREAS, on , the New Jersey Environmental Infrastructure Trust
( "EIT ") adopted Resolution approving, among other things, the sale of the Real Property
from Assignor to Assignee, the assignment and assumption of the Agency Agreements in
accordance with the terms of the Agency Assignment and Assumption and the termination of the
Agreement of Guaranty, and authorizing the EIT to enter in all agreements in connection
therewith; and
WHEREAS, on the Commissioner of the NJDEP on behalf of the State
approved certain amendments to the agreement between the Agency and the State; and
WHEREAS, in connection with the termination of the Agreement of Guaranty, Assignee
and the Agency have agreed that all references to the Agreement of Guaranty and Guarantor in
the Borough Agreements shall be void as of the date hereof and of no further force and effect.
NOW THEREFORE, in consideration of the foregoing recitals, which by reference are
incorporated herein, and for ten dollars and other good and valuable consideration, the parties
agree as follows:
1. Assignor hereby assigns, sets over and transfers unto Assignee, all of the rights,
title, interests, duties, covenants, agreements and obligations of Assignor in, to and under the
Borough Agreements.
2. Assignee hereby accepts the within assigmnent and assumes and agrees to
perform, comply with, and to be bound by all of the duties, covenants, agreements, obligations
and terms of the Borough Agreements on the part of Assignor thereunder, and to assume all
liabilities for the performance and observance of all duties, covenants, agreements, obligations
and terms set forth in the Borough Agreements on the part of Assignor thereunder, whether
arising or accruing prior to, on or after the date hereof, and all in the same manner and with the
same force and effect as if Assignee had originally executed the Borough Agreements, except for
Assignor's obligations with respect to financial reporting due with respect to all periods prior to
the period ending December 31, 2010, pursuant to Article VII of the Financial Agreement (as
defined in Schedule A) (the "Prior Reporting ") which the Borough acknowledges have been
received as set forth in paragraph 7 below. Assignor shall be obligated to file the report under
Uart28q I24av (1_Jr_
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the Financial Agreement with respect to the period from January 1, 2010 to December 31, 2010
in substantially the same form as previously submitted to the Borough (the "2010 Report").
3. All insurance required to be maintained by Assignor under the Borough
Agreements shall be maintained by Assignee, commencing as of the date hereof.
4. The Borough consents to the sale of the Real Property from Assignor to Assignee
and the assignment and assumption of the Borough Agreements pursuant to the terms of this
Assignment and Assumption Agreement, The Borough agrees that it shall first reasonably
pursue remedies against Assignee prior to pursuing Assignor with respect to the past, present and
future keeping, performance and observance of obligations, covenants, agreements, terms and
conditions set forth in the Borough Agreements, provided however, that nothing contained in this
provision is intended to (i) remove, relinquish, surrender, release or discharge the Assignor from
any of its duties, obligations, representations, covenants, responsibilities or liabilities as set forth
in, or otherwise derived from, the Borough Agreements or applicable law, (ii) alter, amend or
modify any of the Borough Agreements, or (iii) constitute a waiver, release, relinquishment or
surrender of any of the rights, remedies, privileges or benefits of the Borough as set froth in, or
otherwise derived from, the Borough Agreements or applicable law. Under no circumstances
whatsoever shall the Borough be obligated to forebear or otherwise delay in the pursuit of any
rights or remedies it may have against Assignor if, in the sole determination of the Borough, such
forbearance or delay may result in the waiver of, or have all adverse affect on, any rights
or remedies that the Borough may have pursuant to the Borough Agreements or applicable law.
5. The Borough represents and warrants that it has the legal power, right and
authority to enter into this Assignment and Assumption Agreement, to consummate the
transactions contemplated hereby and to perform its obligations hereunder
6. The Borough represents and covenants that (i) all payments of land taxes, pledged
and unpledged animal service charges under the Financial Agreement, special improvement
district taxes, payments under the Guaranty Fee Agreement and all other payments expressly
required to be made by the Assignor to the Borough under the Borough Agreements are current
as of the date hereof provided, however, that, other than as set forth in Paragraph 10 hereof, the
Borough makes no representations with regard to any payments the Borough may be entitled to
arising out of claims for damages, remedies or indemnities and (ii) Assignee has no obligations
with respect to the Prior Reporting.
7. Assignor shall file the 2010 Report pursuant to the Financial Agreement and the
Borough acknowledges that such filing shall be the obligation of Assignor and not assumed by
Assignee. Pursuant to Section 7(c) of the PSA, Assignor shall cooperate with Assignee in the
preparation of financial reporting for the year ending December 31, 2011 so that such reports
may be timely filed.
8. All references to the Agreement of Guaranty and Guarantor in the Borough
Agreements shall be void as of the date hereof and of no further force and effect.
9. The address for all notices to Assignor under the Borough Agreements shall be as
follows:
I iM.n,s t246941�__ _.. 3___..
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KTR Capital Partners
5 Tower Bridge
300 Barr Harbor Drive, Suite I50
Conshohocken, Pennsylvania 19428
With a copy to: Farer Fersko, a Professional Association
600 South Avenue
P.O. Boa 580
Westfield, New Jersey 07091
Attention: Jack Fersko, Esq.
10. The Borough represents and covenants that as of the date hereof, it has not
previously asserted any claim against Assignor or any Guarantor and, on information and belief,
it does not have any actual knowledge that it has any unasserted claims or causes of action
against the Assignor and /or Guarantor provided however, the Borough makes no representations
whatsoever with regards to any claims or causes of action related to, arising out of, or otherwise
associated with the environmental condition of the Real Property.
11. Assignor represents and warrants that to its actual knowledge, and with
commercially reasonable inquiry within Assignor, it has not received any written notice of
default from any municipality, county, state or other governmental authority or from
Consolidated Rail Corporation, with respect to any agreement with Assignor which has not been
addressed.
12. Assignor and Assignee represent and warrant that to their actual knowledge and
with commercially reasonable inquiry within each of their respective entities, no other consent,
authorization or approval is required or necessary fiom any governmental authority or
Consolidated Rail Corporation in order to effectuate the transfer of the Property, other than the
consent, authorizations and approvals which will be received as of the date hereof.
13. Assignee represents and warrants that as of the date hereof, it has acquired fee
title to the Real Property, free and clear of the liens and assignment in favor of Bank of America,
and that based upon a policy of title insurance issued by First American Title Insurance
Company, there are no liens encumbering the Real Property other than those pursuant to the
Financial Agreement, real estate taxes and Special Improvement District charges not yet due and
owing.
14. Assignee represents and warrants that it is assuming as of the date hereof, all
agreements with private parties concerning the Real Property pursuant to separate agreements of
assignment with the Assignor, including, but not limited to the "Grade Crossing Agreement,
Consolidated Rail Corporation' dated September 30, 2005.
15. Assignee represents and warrants that it is assuming as of the date hereof, all
governmental permits and approvals and the obligations thereunder concerning the Real Property
pursuant to separate agreements of assignment with Assignor, including, but not limited to, those
Permits issued by the NJDEP and that Assignee has applied for or obtained all required permit
assignments or replacement permits in connection with the assumption of such permits.
Vlii I'4(911_�_. _4__.
�Dele[ed: 1246941 1 DOC
16. This Assignment and Assumption Agreement shall be binding and inure to the
benefit of the parties hereto and their respective successors and assigns.
17. This Assignment and Assumption Agreement may be signed in counterparts, each
of which shall be deemed an original and which together shall constitute one and the same
instrument.
18. The parties agree to execute such other instruments and to do such ftuther acts as
may be reasonably necessary to carry out the provisions of this Assignment and Assumption
Agreement.
19. This Assignment and Assumption Agreement shall be governed by and construed
in accordance with the laws of the State of New Jersey.
20. The Whereas clauses are incorporated herein by reference as if set forth at length.
21. Every provision of the Assignment and Assumption Agreement is intended to be
severable, and if any term or provision herein shall be invalid, illegal or unenforceable for any
reason, the validity, legality and enforceability of the remaining provisions shall not be affected
or impaired thereby.
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IN WITNESS WHEREOF, the patties hereto have hereunto set their hands and seals the
day and year first above written.
TITAN -PDC CARTERET URBAN RENEWAL, LLC
a Delaware limited liability company
By: Carteret PDC, LLC,
Delaware limited liability company
Managing Member
By: Panattoni brvestments, LLC
California limited liability company,
Sole Member
By:
Carl D. Panattoni, Trustee of the
Panattoni Living Trust, Dated April 8, 1998,
Sole Member
For the avoidance of doubt, or ambiguity, Carl D.
Panattoni, is signing this Agreement not personally, but
solely in his capacity as Trustee of the Panattoni Living
Trust, which is acting solely in its capacity as the sole
member of Panattoni Investments, LLC
KTR NJ URBAN RENEWAL LLC, a Delaware limited
liability company
By: KTR Property Trust 1, a Maryland Real Estate Investment
Trust, sole member
Name: John P. DiCola
Title: Senior Vice President
Attest:
THE BOROUGH OF CARTERET
Daniel J. Reiman
Mayor
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_.6
SCHEDULE A
R
3.
4.
5.
6.
7.
Amended and Restated Indemnification Agreement dated as of June 17, 2009.
Financial Agreement dated August 18, 2006, as re- recorded on August 31, 2007
(the "Financial Agreement').
Guaranty Fee Agreement dated August 18, 2006.
Certificate of Completion dated June 17, 2009.
Amended and Restated Declaration of Covenants and Restrictions dated June 17,
2009 (as further amended as of the date hereof).
Assignment dated August 18, 2006.
Construction Contract Assignment, dated as of August 18, 2006 from the
Borough to the Agency.
C Deleted: 1246941 I.o0C
Vhnayg f >4694 L.1.__. _7.. _..
STATE OF NEW JERSEY )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of ,
2011, by TITAN -PDC CARTERET URBAN RENEWAL, LLC, a Delaware limited liability
company (the "Company "), by , the of
Managing Member of Carteret -PDC, LLC, its on behalf of the Company.
Notary
STATE OF NEW JERSEY )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of ,
2011, by KTR NJ URBAN RENEWAL LLC, a Delaware limited liability company (the
"Company"), by the of Managing
Member of its on behalf of the Company.
Notary Public
STATE OF NEW JERSEY )
) ss.
COUNTY OF MIDDLESEX)
The foregoing instrument was acknowledged before me this day of
2011, by the BOROUGH OF CARTERET (the "Borough "), a municipal corporation of the State
of New Jersey, by Daniel J. Reiman, its Mayor, on behalf of the Borough.
Notary Public
iNbllag 1 2769 !1...4_.._ _... _. _.8 _.
(Deleted: 1246941 LDOC