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No. 11
Date of Adoptio >- 2M
RESOLUTION OF THE BOROUGH OF CARTERET,IN THE
COUNTY OF MIDDLESEX, NEW JERSEY TO RATIFY AN
AMENDMENT TO REDEVELOPMENT AGREEMENT FOR THE
REDEVELOPMENT OF A PORTION OF THE WEST CARTERET
MINUE STREET RETAIL REDEVELOPMENT AREA
WHEREAS, pursuant to the Local Redevelopment and Housing Law,
constituting Chapter 79 of the Pamphlet Laws of the State of 1992, as amended and
supplemented (the "Act'), the Borough designated the A.J. Richard & Sons, Inc. (the
"Redeveloper ") as the redeveloper of the properties in the Borough known as Block 50. 1,
Lots 7, 8, 9, 21, 22, 23, 24, 25, 20.01, 20.02, 20.03, 20.04, 26.1 and 32.03; and
WHEREAS, the Redeveloper and the Borough entered into that certain
redevelopment agreement, dated as of May 27, 2008 the ( "Redevelopment Agreement'),
pursuant to which the Redeveloper agreed to undertake the redevelopment of the Project
Area (as defined in the Redevelopment Agreement); and
WHEREAS, the Redeveloper and the Borough now desire to enter into an
amendment to the Redevelopment Agreement (the "Amendment to Redevelopment
Agreement') to further delineate the obligations of the Redeveloper to the Borough and
the County of Middlesex and in substantially the same form as that on file with the
Borough Clerk; and
WHEREAS, the Borough believes that the Amendment to Redevelopment
Agreement will serve the best interests of the Borough; and
WHEREAS, the Borough desires to authorize and approve appropriate Borough
officials, including the Mayor, the Director of Law, the Borough Construction Official
and/or the Borough Engineer, to execute and deliver to the Redeveloper, a Certificate of
Completion in accordance with Section 6.16 of the Redevelopment Agreement, upon the
submission by the Redeveloper of necessary documentation therefore.
NOW, THEREFORE BE IT RESOLVED by the Borough Council of the
Borough of Carteret, in the County of Middlesex, New Jersey, as follows:
Section 1. The aforementioned recitals are incorporated herein as though fully
set forth at length.
Section 2. The Mayor is hereby authorized to execute the Amendment to
Redevelopment Agreement by and between the Borough and the Redeveloper in
substantially the same form as that on file with the Borough Clerk and which, by this
reference is incorporated herein (the "Amendment to Redevelopment Agreement'), with
such additions, deletions and modifications as may be necessary after consultation with
the Borough's professional consultants.
Section 3. The Borough Council hereby authorizes appropriate Borough
officials, including the Mayor, the D of Law, the Borough Construction Official
NO. 11 -89
PAGE —2 —
and/or the Borough Engineer, to execute and deliver to the Redeveloper a Certificate of
Completion in accordance with Section 6.16 of the Redevelopment Agreement, upon the
submission by the Redeveloper of necessary documentation therefor.
Section 4. If any part of this Resolution shall be deemed invalid, such part(s)
shall be severed and the invalidity thereby shall not affect the remaining parts of this
Resolution.
Section 5. This Resolution shall take effect immediately.
Adopted this 28th day of April, 2M
and certified as a true copy of the
o riginal on April 29, 2011.
mum M. Bwud MC
Mnicipal Clerk
RECORD OF COUNCIL VOTE
COUNCILMAN
YES
NO
I NV
I A.B. 11
COUNCILMAN
YES
NO
NV
A.B.
BEU RD
WM
X
DIAZ
x
WUS
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DD A990
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SrM
X - Indicate Vote AB - Absent NV - Not Voting
XOR - Indicates Vote to Overrule Veto
Adopted at a meeting of the Municipal Council
Apr 28, 20
fI GRK
M
AMENDMENT TO
REDEVELOPMENT AGREEMENT
BY AND BETWEEN
THE BOROUGH OF CARTERET, NEW JERSEY
as the Redevelopment Entity
AND
A.J. RICHARD & SONS, INC.,
as the Redeveloper
Dated: April 29, 2011
13038 -038 4736014
PREAMBLE
AMENDMENT TO REDEVELOPMENT AGREEMENT (the "Amendment ") made
and dated as of the 29 day of April, 2011 by and between the BOROUGH OF CARTERET, a
public body politic and corporate of the State of New Jersey (the "State ") located in the County
of Middlesex, New Jersey (the 'Borough "), and A.J. RICHARD & SONS, INC., a New York
corporation with offices at 150 Price Parkway, Farmingdale, New York 11735 (the
"Redeveloper" and, together with the Borough, the "Parties ").
WITNESSETH
WHEREAS, pursuant to the Local Redevelopment and Housing Law, constituting
Chapter 79 of the Pamphlet Laws of the State of 1992, as amended and supplemented (the
"Act "), the Borough designated the Redeveloper as the redeveloper of the properties in the
Borough known as Block 50. 1, Lots 7, 8, 9, 21, 22, 23, 24, 25, 20.01, 20.02, 20.03, 20.04, 26.1
and 32.03; and
WHEREAS, the Redeveloper and the Borough entered into that certain redevelopment
agreement, dated as of May 27, 2008 the ( "Redevelopment Agreement "), pursuant to which the
Redeveloper agreed to under the redevelopment of the Project Area (as defined in the
Redevelopment Agreement); and
WHEREAS, the Parties now desire to enter into this Amendment to include an
additional property in the Project Area and to modify the description of the project that the
Redeveloper will construct thereon; and
WHEREAS, by execution of this Amendment, the Borough desires to confirm that the
Event of Default (as defined in the Redevelopment Agreement) by the Redeveloper, described in
the October 7, 2009 letter to the Redeveloper from the Borough's redevelopment counsel,
relating to the Redeveloper's failure to comply with the Project Schedule (as defined in the
Redevelopment Agreement), is deemed cured, so long as the Redeveloper complies with the
terms of this Amendment.
NOW, THEREFORE, in consideration of the promises, the mutual covenants and
agreements herein set forth and the undertakings of each party to the other, the Borough and the
Redeveloper, each binding itself, its successors and its assigns, do mutually covenant, promise
and agree as follows;
ARTICLE I
DEFINITIONS
Section 1.01. Definitions Terms defined in the Recitals to this Amendment (the
"Recitals ") shall have the meanings set forth therein. When used or referred to in this
Amendment, all words and terms that are defined in the Redevelopment Agreement shall have
the same meanings given to such words and terms as determined in said Redevelopment
Agreement, except to the extent such words and terms are otherwise defined herein.
13038 -038 4736014
Section 1.02. Other Definitions As used or referred to, and unless the context clearly
indicates a different meaning or use, in this Amendment:
"Project Area" means the properties in the Borough designated on the Borough's tax map
as Block 50. 1, Lots 5, 7, 8, 9, 21, 22, 23, 24, 25, 20.01, 20.02, 20.03, 20.04, 26.1 and 32.03.
Section 1.03. Amendment to Section 4.03 of the Redevelopment Agreement Section
4.03 of the Redevelopment Agreement is hereby deleted and replaced with the following:
"(a) The Parties hereby acknowledge and agree that the Borough will be required to
utilize a portion of the parcels designated as Block 50.01, Lot 7 and Block 50.01, Lot 5 on the
Borough's Tax Map, which parcels are proposed to be improved and are currently being utilized
as a retention basin, for improvements to the intersection of Roosevelt Avenue and Minue Street,
and the County of Middlesex (the "County ") will require an increase in the right of way along
Roosevelt Avenue, which will also impact Lot 5 in Block 50.1. Such property is necessary to
effectuate the realignment of Roosevelt Avenue, which will result in directing the flow of traffic
along Minue Street, adjacent to the Project Area and the Redevelopment Project. Accordingly,
and notwithstanding anything in Article X to the contrary, the Redeveloper hereby agrees that,
upon the written request of the Borough, the Redeveloper will convey fee title to such property,
described as approximately 13,268 square feet of land, running along the sheet side borders of
Lots 5 and 7 in Block 50.01, as depicted in the site plan prepared by the Redeveloper's engineer
and submitted to the County attached as Exhibit A dated February 11, 2010 and last revised
October 14, 2010 (the "Site Plan "), at no cost to the Borough. Upon such conveyance, the
Borough may, to the extent necessary, further convey fee title to such property to the County,
and shall require as a condition of such conveyance to the County that the County agree to be
subject to all terms and conditions hereof. In addition to the Site Plan, the County has depicted,
by drawing of February 2011, the "Preliminary Parcel and Temporary Construction and Grading
Easements ", on a map attached hereto as Exhibit B. In addition, the Redeveloper will grant a
temporary easement, in favor of the Borough, over the portion of the Project Area depicted as
necessary therefor in Exhibit B, to allow the Borough and /or the County to establish the grade
reasonably necessary as a result of the increased right -of -way and realignment of Roosevelt
Avenue and to also permit entry upon the land of Redeveloper for construction of the widened
roadway and all related improvements described herein. The Borough will prepare a metes and
bounds description of such interests to be conveyed, by fee title and temporary easements, upon
completion of final design of the aforementioned improvements and approval thereof by the
County. The Parties agree that to the extent the boundaries of the interests to be conveyed
change due to the County's final design, the property to be so conveyed will be such property
identified in the Site Plan as approved by the County, subject to such minor revisions as may be
required. Such conveyance shall not negatively affect the Applicable Governmental Approvals,
or the use and enjoyment of the land by the Redeveloper, nor shall such conveyance require any
additional approvals or waivers. The Parties agree that, in the event that the Borough abandons
the use of the aforementioned property for the purposes described herein, which abandonment
shall be evidenced by the adoption of an appropriate Borough ordinance, such property will
revert back to the Redeveloper, or to its successors or assigns. Any improvements made to such
property subsequent to the conveyance of such property to the Borough or the County, as the
13038 -038 4736014
case may be, including any changes required to maintain the stormwater drainage capacity
necessary for the Redevelopment Project, shall not be made at the Redeveloper's expense, it
being recognized by the Borough and the County that the Redeveloper has paid to the County the
sum of $160,154.00 to cover Redeveloper's fair share of the cost of the new traffic signal,
intersection and drainage improvements, including, but not limited to all new sidewalk and
curbing. The Borough or County, as applicable, shall restore any property of the Redeveloper
damaged to the same condition as existed prior to any work performed by the Borough or County
at the sole cost and expense of the Borough or County, as applicable.
(b) The Borough and /or the County, as the case may be, shall also be granted a
temporary construction easement, at no cost to the Borough or the County, to permit access to
the Project Area for the purpose of working on the roadway or construction of the above -
described improvements, and for which the Borough or the County, as applicable, will provide
evidence of commercial general liability insurance naming the Redeveloper as an additional
insured, and shall further require any of their contractors, subcontractors or agents engaged on
their behalf to also name Redeveloper as an additional insured. The policies of insurance naming
the Redeveloper as an additional insured shall provide primary and not secondary or excess
coverage, and shall provide for written notice to the Redeveloper 30 days prior to any event of
non - renewal or cancellation. Evidence of all such insurance shall be provided to the
Redeveloper prior to the commencement of any work.
Section 1.04. Deletion of Section 5.07 of the Redevelonment Agreement Section
5.07 of the Redevelopment Agreement is hereby deleted in its entirety.
Section 1.05. Amendment to Portion of Exhibit N to the Redevelopment Agreement
The Third Paragraph of Exhibit N to the Redevelopment Agreement is hereby deleted and
replaced with the following:
"In `Phase II' of the Redevelopment Project, the Redeveloper proposes to convert
the existing 64,431 square foot building located at 1 Minue Street, Block 50.1,
Lots 7, 8 and 9, into a P.C. Richard & Son retail and clearance center, along with
additional storage and warehouse space. The exterior of the building shall be
refurbished to comply with design standards of other P.C. Richard & Son retail
stores. Moreover, the property designated as Block 50.1, Lot 5 on the Borough's
tax map shall be converted to an 83 space surface parking lot to service the
retail /clearance operation. Such improvements will be constructed in accordance
with the amended site plan approval granted by the Planning Board at its meeting
of February 24, 2010, and as amended pursuant to County and later administrative
review of the Planning Board through October 14, 2010."
Section 1.06. Amendment to Exhibit O to the Redevelopment Agreement Exhibit O
to the Redevelopment Agreement is hereby deleted and replaced with the following:
13038 -038 4736014
" PROJECT SCHEDULE
The project implementation tasks and completion dates set forth below shall be adhered
to by the Redeveloper in accordance with the terms and conditions of the Redevelopment
Agreement
Task Date
Submit Planning Board application for Completed
preliminary and final site plan approval
for Phases I and II
2.
Obtain preliminary and final site plan
Completed
approval for Phases I and II
3.
Obtain final Governmental Approvals for
Completed
Phase I (including building permits)
4.
Continence construction of Phase I
Completed
5.
Complete construction of Phase I
Completed
6.
btain final Governmental Approvals for
Completed
Phase II (including building permits)
7.
Commence construction of Phase II
Completed
8.
Complete construction of Phase II
February 28, 2011
Section 1.07. Severability of Invalid Provisions If any one or more of the covenants
or agreements provided in this Amendment, on the part of the Borough or the Redeveloper to be
performed should be contrary to law, then such covenant or covenants, or agreement or
agreements, shall be deemed severable from the remaining covenants and agreements, and shall
in no way affect the validity of the other provisions of this Amendment.
13038 - 038 4736014
ARTICLE II
MISCELLANEOUS
Section 2.01. Incorporation of Redevelopment Agreement This Amendment shall be
deemed to be an amendment to the Redevelopment Agreement, and the Redevelopment
Agreement, as amended hereby, is hereby ratified, approved and confirmed in each and every
respect. All references in the Redevelopment Agreement to the "Redevelopment Agreement',
and all references to the "Redevelopment Agreement' in any other documents, instruments,
agreements or writings, shall hereafter be deemed to refer to the Redevelopment Agreement as
amended hereby. In the event of any conflict between the terms of the Redevelopment
Agreement and this Amendment, the terms of this Amendment shall prevail.
Section 2.02. Successors and Assigns This Amendment will be binding upon and
inure to the benefit of the Borough and the Redeveloper and their respective heirs, executors,
administrators, successors and assigns.
Section 2.03. Execution of Counterparts This Amendment may be executed in any
number of counterparts, each of which shall be executed by the Redeveloper and by the Borough
and all of which shall be regarded for all purposes as one original and shall constitute and be but
one and the same. Delivery of an executed counterpart of a signature page to this Amendment
by facsimile transmission shall be effective as delivery of a manually executed counterpart. Any
party so executing this Amendment by facsimile transmission shall promptly deliver a manually
executed counterpart, provided that any failure to do so shall not affect the validity of the
counterpart executed by facsimile transmission.
Section 2.04. Governing Law This Amendment shall be governed by and construed in
accordance with the Applicable Laws of the State.
13038 -038 4736014
IN WITNESS WHEREOF, the Borough and the Redeveloper have each caused this
Amendment to be executed as of the date first above written.
ATTEST:
M
A. J. RICHARD & SONS, INC.
BY:
Thomas Pohmer, Vice President
ATTEST:
BOROUGH OF CARTERET, IN THE
COUNTY OF MIDDLESEX, NEW JERSEY
BY:
Daniel J. Reiman, Mayor
13038- 038 4736014
Exhibit A
Site Plan
13038 -038 4736014
Exhibit B
Preliminary Parcel and Temporary
Construction and Grading Easement Acquisition Map
13038038 4736014