HomeMy Public PortalAboutr 14-240Poalutzan of the Pmogh of garterd N� 01
No. 1 4 -240
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RESOLUTION OF THE BOROUGH OF CARTERET
CONDITIONALLY DESIGNATING KAPLAN COMPANIES AS
THE REDEVELOPER FOR THE PROPERTY KNOWN AS TAX
BLOCK 7402, LOTS 2.01 & 4 LOCATED WITHIN THE
MIDDLESEX AVENUE REDEVELOPMENT AREA AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A PRE -
DEVELOPMENT AGREENIENT
WHEREAS, the Local Redevelopment and Housing Law, N.J.S.A. 40A:12A -1 et seq.,
as amended and supplemented (the "Redevelopment Law"), provides a process for
municipalities to participate in the redevelopment and improvement of areas in need of
redevelopment; and
WHEREAS, in accordance with the Redevelopment Law, the Borough of Carteret (the
"Borough ") declared that certain property in and around Middlesex Avenue as an area in
need of redevelopment (collectively, the "Redevelopment Area "); and
WHEREAS, the Borough adopted a redevelopment plan for the Redevelopment Area
(the "Redevelopment Plan" ), which shall control the redevelopment of the
Redevelopment Area; and
WHEREAS, the Borough desires to engage in preliminary negotiations with Kaplan
Companies (the "Company"), in furtherance of entering into a formal redevelopment
agreement for the redevelopment of that portion of the Redevelopment Area consisting of
Block 7402, Lots 2.01 & 4 (the "Project Area "); and
WHEREAS, the Borough desires to enter into that certain Pre - Development Agreement
with the Company (attached hereto as Exhibit A in substantially final form) to establish
w, escrow fund with the Borough to Invywe for the payment of the Borough's
professional fees, costs and expenses related to the Redevelopment Area and the
negotiation and execution of a redevelopment agreement and matters related thereto; and
NOW, THEREFORE, BE IT RESOLVED as follows:
Section 1. The Company is hereby conditionally designated as the
redeveloper for the Project Area for an initial period of ninety (90) days, or as otherwise
may be extended in accordance with Section 2 hereof, during which time negotiation and
execution of a redevelopment agreement with the Borough shall be completed.
Section 2. The Mayor, Chief Financial Officer, or Director of Law (each an
"Authorized Officer ") are hereby each severally an after consultation with such
counsel and any advisors to the Borough (collectively, the "Borough Consultants "), as
such Authorized Officer deems necessary, desirable or convenient, in such Authorized
Officer's sole discretion, to extend the time period set forth in Section I hereof, but in no
event shall such additional period exceed ninety (90) days beyond the time period set
forth in Section 1 hereof.
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Section 3. In the event that the Company has not executed a redevelopment
agreement with the Borough, all in accordance with the time periods set forth in Section I
hereof, or as otherwise may be extended by an Authorized Officer, in such Authorized
Officer's sole discretion, in accordance with Section 2 hereof, the Borough's conditional
designation of the Company as redeveloper for the Project Area shall expire and be of no
further force and effect and the Borough shall have no further obligation to the Company.
Section 4. The Pre - Development Agreement is hereby authorized to be
executed and delivered on behalf of the Borough by an Authorized Officer in
substantially the form attached hereto as Exhibit A , with such changes as such
Authorized Officer, after consultation with the Borough Consultants, deems necessary,
desirable or convenient in such Authorized Officer's sole discretion.
Section 5. The Borough Clerk, or the Deputy Borough Clerk, is hereby
authorized and directed, upon the execution of the Pre - Development Agreement in
accordance with the terms of Section 4 hereof, to attest to the Authorized Officer's
execution of the Pre - Development Agreement and is hereby further authorized and
directed to thereupon affix the seal of the Borough to the Pre- Development Agreement.
Section 6. Upon the execution and attestation of and if required, the placing
of the seal of the Borough on the Pre - Development Agreement as contemplated by
Sections 4 and 5 hereof, the Authorized Officer is hereby authorized and directed to (a)
deliver such fully executed, attested and sealed Pre - Development Agreement to the
Company and (b) perform such other actions as the Authorized Officer deems necessary,
desirable or convenient in relation to the execution and delivery thereof.
Section 7. All actions of the Authorized Officers and the Borough
Consultants taken prior to the date of adoption hereof in connection with the
Redevelopment Area, including without limitation, the Pre - Development Agreement, are
hereby ratified and approved.
Section 8. This resolution shall take effect at the time and in the manner
prescribed by law.
Section 9. Upon the adoption hereof, the Borough Clerk shall forward
certified copies of this resolution to Matthew C. Karrenberg, Esq., DeCotiis, FitzPatrick
& Cole, LLP, Special Redevelopment Counsel to the Borough.
Adopted this 4 day of Decether, 2014
acd certified as a true copy of the
original on D cwber 5, 2014.
KAgIIFIIV M. BARNFY, Mc
Mtni cipal Clerk
RECORD OF COUNCIL VOTE
COUNCILMAN
YES
NO
NV
A.B.
COUNCILMAN
YES
NO
NV
A.B.
BELLINO
x
KM
X
DIAZ
X
NAPLES
X
DI MASCIO
x
SITARZ
X
X - Indicate Vote An - Absent NV - Not Voting
XOR - Indicates Vote to Overrule Veto
Adopted at a meeting of the Municipal Council
Dxtlf�Xr 4 2014
C ERK
EXHIBIT A
FORM OF PRE - DEVELOPMENT AGREEMENT
PRE - DEVELOPMENT Agreement (the "Pre- Development Agreement'), dated
as of _, 2014, by and between:
THE BOROUGH OF CARTERET a municipal corporation of the State of New
Jersey with offices at Carteret Borough Hall, 61 Cooke Avenue, Carteret, New Jersey
07008 and its successors and assigns (the "Borough "),
and
KAPLAN COMPANIES, with offices at 433 River Road, Highland Park, New
Jersey 08850, and its successors and assigns (the "Company "),
W- I- T- N- E- S- S- E -T -H:
WHEREAS, the Borough Council has adopted an ordinance approving and
adopting the Middlesex Avenue Street Redevelopment Plan (the "Redevelopment Plan ")
in accordance with the Local Redevelopment and Housing Law, N.J.S.A. 40A:12A -1 et
seq. (the "Act'); and
WHEREAS, the Redevelopment Plan relates to certain properties within the
Borough in and around Middlesex Avenue (the "Redevelopment Area "); and
WHEREAS, the Borough desires to engage in preliminary negotiations with the
Company in furtherance of entering into a formal redevelopment agreement for the
redevelopment of that portion of the Redevelopment Area consisting of Block 7402, Lots
2.01 & 4 (the "Project Area "); and
WHEREAS, the Parties have determined to establish an escrow fund with the
Borough to provide for the payment of the Interim Costs, as such term is defined herein;
and
NOW, THEREFORE, for and in consideration of the mutual promises,
representations, covenants and agreements contained herein and the undertakings of each
Party to the other and such other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound
hereby and to bind its successors and assigns, do mutually promise, covenant and agree
as follows:
I. Payment of Interim Costs
a. Immediately upon the execution of this Pre- Development Agreement, the
Company shall deposit with the Borough twenty -five thousand dollars ($25,000), which
the Borough shall deposit into a non - interest bearing escrow account established by it for
the payment of its Interim Costs. Prior to the Borough's withdrawal of funds from the
escrow for the payment of its Interim Costs, the Borough shall provide the Company a
copy of each invoice reflecting Interim Costs to be paid. Unless the Company promptly
(within 10 days of its receipt of any such copy) provides a written objection that any
invoiced item is not an Interim Cost, the Borough shall be free to withdraw funds from
the escrow for the payment of such invoiced services. If, when and as often as may occur
that the escrow account is drawn down to or below ten thousand dollars ($10,000), then
the Company, upon the Borough's request, shall immediately provide to the Borough for
deposit such additional funds as are necessary to increase the balance in the escrow
account to twenty -five thousand dollars ($25,000) for use in accordance with these terms.
In the event that this Pre- Development Agreement either expires or is terminated by the
Borough or the Company, then all escrowed monies shall be returned to the Company
following the payment from the escrow account of the Borough's Interim Costs incurred
up to the time of said expiration or termination.
b. Interim Costs, for the purposes of this Pre- Development Agreement shall
include, without limitation, the Borough's reasonably incurred out -of- pocket fees, costs
and expenses related to the negotiation of the terms and conditions of a redevelopment
agreement with the Company and other documents and actions related to the
Redevelopment Area including, but not limited to, fees for legal, accounting, engineering,
planning and financial advisory services, including all such fees, costs and expenses
incurred from and after the Company's designation as redeveloper, provided that fees,
costs and expenses incurred prior to the execution of this Pre - Development Agreement
are included only to the extent that they are related to the selection and designation of the
Company as redeveloper.
2. Additional Provisions
a. This Pre- Development Agreement shall terminate upon the earlier of (i)
the expiation of the Company's designation as redeveloper; (ii) approval and full
execution of a redevelopment agreement by the parties, or (iii) the determination by the
Company or the Borough, by written notice to the other, that a redevelopment agreement
cannot be executed for any reason.
b. The Parties hereby expressly acknowledge that the execution of this Pre -
Development Agreement and the performance of the Parties hereunder, shall in no way
be interpreted to constitute a "Redevelopment Agreement" for purposes of the Act or
other applicable law. Nothing contained in this Pre - Development Agreement shall
constitute a waiver, surrender or relinquishment of any and all rights the Borough may
have in accordance with applicable law, including, without limitation, the Act, with
respect to the Redevelopment Plan, the Redevelopment Area, the Project Area, the
negotiation of a Redevelopment Agreement, or any matters related thereto.
C. If any term or provision of this Pre - Development Agreement shall to any
extent or for any reason be held invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability shall not affect any other provision of this Pre - Development
Agreement, but the remainder of this Pre- Development Agreement and each term and
provision of this Pre- Development Agreement shall be valid and enforceable to the fullest
extent permitted by law, subject to such modification hereof as may be necessitated by
such invalidity.
d. This Pre- Development Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of New Jersey, without regard to
principles of conflicts of law.
e. Any notice provided to the Borough hereunder shall be submitted in
writing to:
Kathleen M. Barney, Borough Clerk
Robert J. Bergen, Esq., Director of Law
Municipal Building
61 Cooke Avenue
Carteret, New Jersey 07008
with copies to:
Matthew C. Karrenberg, Esq.
DeCotiis, Fitzpatrick & Cole, LLP
500 Frank W. Burr Boulevard
Teaneck, New Jersey 07666
Notices to the Company shall be submitted in writing to:
Kaplan Companies
433 River Road
Highland Park, New Jersey 08850
Attn: Jason Kaplan
f This Pre- Development Agreement may be executed in counterparts, each
of which shall be deemed an original.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties hereto have caused this Pre- Development
Agreement to be executed, all as of the date first above written.
ATTEST:
Kathleen M. Barney, Borough Clerk
[SEAL]
BOROUGH OF CARTERET
MN
Hon. Daniel J. Reiman, Mayor
WITNESS: KAPLAN COMPANIES
mm
Jason Kaplan, President