HomeMy Public PortalAboutr 15-245No. 15-245 Date of Adomfoa Da alllxr 3, 2015
RESOLUTION OF THE BOROUGH OF CARTERET
CONDITIONALLY DESIGNATING RAILWAY ARCH
PROPERTIES, LLC AS THE REDEVELOPER FOR THE
PROPERTY KNOWN AS BLOCK 602, LOTS 1, 7 AND 8, BLOCK
603, LOT I AND BLOCK 705, LOTS 3 -6, 12, 13, 17 -19 AND 21 -41
ON THE TAX MAPS OF THE BOROUGH AND AUTHORIZING
THE EXECUTION AND DELIVERY OF A INTERIM COST
AGREEMENT
WHEREAS, the Local Redevelopment and Housing Law, MLS.A. 40A: 12A -1 et
seq., as amended and supplemented (tire "Redevelopment Law ") provides a process for
municipalities to participate in the redevelopment and improvement of areas in need of
redevelopment; and
WHEREAS, on December 19, 2011, the Borough finally adopted Ordinance No.
11 -29 authorizing a Redevelopment Plan for Block 602, Lots I and 8 and Block 705,
Lots 3-20.01,21, 31,32 and 48 (the "Original Redevelopment Area "); and
WHEREAS, by Resolution No. 15 -174, duly adopted on November 5, 2015, the
Borough reaffirmed the Original Redevelopment Area and included Block 602, Lot 7 and
Block 603, Lot I within the area in need of redevelopment (collectively with the Original
Redevelopment Area, the "Redeveloper Area ", and
WHEREAS, Ralnvay Arch Properties, LLC (the "Company ") is the fee title
owner of a portion of the Redevelopment Area consisting of Block 602, Lot 1, Block 603,
Lot 1 and Block 705, Lot 18; 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 the Redevelopment Area; and
WHEREAS, the Borough desires to enter into that certain Interim Cost
Agreement with the Company (attached hereto as Exhibit A in substantially final form) to
establish an escrow find with the Borough to provide for the payment of the Borough's
professional fees, costs and expenses related to the Redevelopment Area acrd 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 Nlayor, Chief Financial Oftieer, or Director of Law (each an
"Authorized Officer ") are hereby each severally authorized, 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 ill 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.
NO - 15 - - - 245—
5__
PAGE 2
Section 3. In the event that the Company has not executed a redevelopment
agreement with the Borough, all in accordance pith the time periods set forth in Section 1
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 Redevelopment Area shall expire and
be of no finther force and effect and the Borough shall have no further obligation to the
Company.
Section 4. Tire Interim Cost 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 j. Tire Borough Clerk, or the Deputy Borough Clerk, is hereby
authorized and directed, upon the execution of the Interim Cost Agreement in accordance
with the terns of Section 4 hereof, to attest to the Authorized Officer's execution of the
Interim Cost Agreement and is hereby further authorized and directed to thereupon affix
the seal of the Borough to the Interior Cost Agreement.
Section S. Upon the execution and attestation of and if required, the placing
of the seal of the Borough on the Interim Cost 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 Interim Cost 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 (late of adoption hereof in connection with the
Redevelopment Area, including without limitation, the Interim Cost Agreement, are
hereby ratified and approved.
Section 3. 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 3rd day of Daccadxr, 2015
acrd certified as a tine copy of die
original on Decaribex 4, 2015.
KAMM M. flWUN Mr
Maficipal Clerk
RECORD OF COUNCIL VOTE
_ COLNCILSIAN 1'ES NO NV
\ 6 i'
CouVC1LJtAN
YES
No
NV
A.B.
� - -
Imo
X
—�
--
D Z _
DPi e1�Ct0 �—
_
_
—r
L X nd Vot, AB Absent NV N V,,ting XOR- Indremi�Abtem O.cu'ulc Ven; �,
Adopted .t a;neelmg it the iMun c aal Cotomcil i D poat L er 3, 2015
EXHIBIT A
FORM OF INTERIM COST AGREEMENT
INTERIM COSTS AGREEMENT (the "Interim Costs Agreement'), dated as
of , 2015, by and between:
THE BOROUGH OF CARTERET a municipal corporation of the State of New
Jersey with offices at 61 Cooke Avenue, Carteret, New Jersey 07008 and its successors
and assigns (the `Borough "),
and
RAHWAY ARCH PROPERTIES, LLC, a limited liability company formed
under the laws of the State of New Jersey with offices located at 12 Keith Place, Glen
Rock, New Jersey 07452 and its successors and assigns ( the "Redeveloper" and, together
with the Borough, the "Parties ").
W- I- T- N- E- S- S- E -T -H:
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, on December 19, 2011, the Borough finally adopted Ordinance No.
11 -29 authorizing a Redevelopment Plan for Block 602, Lots 1 and 8 and Block 705,
Lots 3- 20.01, 21, 31, 32 and 48 (the "Original Redevelopment Area "); and
WHEREAS, by Resolution No. 15 -174, duly adopted on November 5, 2015, the
Borough reaffirmed the Original Redevelopment Area and included Block 602, Lot 7 and
Block 603, Lot I within the area in need of redevelopment (collectively with the Original
Redevelopment Area, the "Redeveloper Area ", and
WHEREAS, the Redeveloper is the fee title owner of a portion of the
Redevelopment Area consisting of Block 602, Lot 1, Block 603, Lot 1 and Block 705,
Lot 18; and
WHEREAS, the Mayor and Council have determined that the Redeveloper is
capable of undertaking the redevelopment of the Redevelopment Area; and
WHEREAS, the Redeveloper has requested that the Borough designate it as the
redeveloper of the Redevelopment Area so that it may effectuate the redevelopment of
such property; and
WHEREAS, on December _, 2015, the Mayor and Council adopted a resolution
conditionally designating the Redeveloper as redeveloper of the Redevelopment Area,
subject to the successfid negotiation of a redevelopment agreement; and
WHEREAS, the Borough wishes to engage in preliminary negotiations with the
Redeveloper in furtherance of entering into a formal redevelopment agreement, with said
preliminary negotiations to include the receipt and review of additional project specific
information from the Redeveloper as may be requested; and
WHEREAS, the Parties have determined to establish an escrow fiord with the
Borough to provide for the payment of the Borough's professional fees, costs and
expenses related to the designation of the Redeveloper as the conditional redeveloper of
the Redevelopment Area and to the negotiation and execution of a redevelopment
agreement ( "Interim Costs ").
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 Interim Costs Agreement, the
Redeveloper shall deposit twenty five thousand dollars ($25,000) with the Borough,
which the Borough will deposit into an 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 Redeveloper
with a copy of each invoice reflecting Interim Costs to be paid. Unless the Redeveloper
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 account 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 seven thousand five
hundred dollars ($7,500), then the Redeveloper, upon the Borough's request, shall
immediately provide to the Borough for deposit such additional fiords 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 Interim Costs Agreement either
expires or is cancelled by the Borough or Redeveloper, then all escrowed monies shall be
returned to the Redeveloper following the payment from the escrow account of the
Borough's Interim Costs incurred up to the time of said expiration or cancellation.
b. hnterim Costs, for the proposes of this Interim Costs Agreement, shall also include
the Borough's reasonably incurred out -of- pocket fees, costs and expenses related to the
designation of the Redeveloper as the conditional redeveloper of the Redevelopment
Areae, the negotiation of the terms and conditions of a redevelopment agreement,
financial or tax agreement, if applicable, and other documents related to the
redevelopment of 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 prior to the execution of this Interim Costs Agreement.
2. Acknowledgement The Parties hereby expressly acknowledge that the execution
of this Interim Costs 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 Interim Costs 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 Redevelopment Law,
with respect to the Redevelopment Plan, the Redevelopment Area, the negotiation of a
Redevelopment Agreement, or any matters related thereto.
3. Notice Any notice provided to the Borough hereunder shall be submitted
in writing to:
Kathleen M. Barney, Borough Clerk
Municipal Building
61 Cooke Avenue
Carteret, New Jersey 07008
with copies to:
Robert J. Bergen, Esq., Director of Law
Municipal Building
61 Cooke Avenue
Carteret, New Jersey 07008
and
Matthew C. Karrenberg, Esq.
DeCotiis, Fitzpatrick & Cole, LLP
Glenpointe Centre West
500 Frank W. Burr Boulevard
Suite 31
Teaneck, NJ 07666
Notices to the Redeveloper shall be submitted in writing to:
Rahway Arch Properties, LLC
12 Keith Avenue
Glen Rock, New Jersey 07452
Attn: Rinaldo M. D'Argenio
IN WITNESS WHEREOF, the Parties hereto have caused this Interim Costs
Agreement to he executed, all as of the date fast above written.
ATTEST:
BOROUGH OF CARTERET
C
Daniel J. Reiman, Mayor
ATTEST
RAHWAY ARCH PROPERTIES,
LLC
Rinaldo M. D'Argenio