The URL can be used to link to this page

Home My Public Portal Aboutr 20-160�Rewlu ttln of the Pvro h of Tar erd, N� 0. No. #20-160 Date of RESOLUTION OF THE BOROUGH OF CARTE BET CONDITIONALLY DESIGNATING PERSHING COMMONS, LLC AS THE REDEVELOPER FOR THE PROPERTY KNOWN AS TAX BLOCK 5806, LOTS 12,13 AND 14 WITHIN THE HILLTOP REDEVELOPMENT AREA AND AUTHORIZING THE EXECUTION AND DELIVERY OF A PRE - DEVELOPMENT AGREEMENT 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 comprising BLOCK 5501, LOTS 1, 2, 3, 4 AND 31, BLOCK 5703, LOTS I, 2, 3, 4, 5 AND 6, BLOCK 5704, LOTS 2, 3, 4, 5, 6 AND 7, BLOCK 5805, LOTS 16, 17, 18 AND 19, BLOCK 5806, LOTS 12, 13, 14, 15 AND 16, AND BLOCK 5904, LOTS 11, 12, 13, 14, 15, 16 AND 17 (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 Pershing Commons, LLC (the "Company "), in furtherance of entering into a formal redevelopment agreement for the redevelopment of that portion of the Redevelopment Area consisting of Block 5806, Lots 12, 13 and 14 (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 an escrow fund with the Borough to provide 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 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 in Section 1 hereof, but in no event shall such additional period exceed ninety (90) days beyond the time period set forth in Section 1 hereof. 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 No. #20 -160 PAGE 2 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 NO of the seal of the Borough on the Pre - Development Agreement as A.B. contemplated by Sections 4 and 5 hereof, the Authorized Officer is YES hereby authorized and directed to (a) deliver such fully executed, NV attested and sealed Pre - Development Agreement to the Company BELLING and (b) perform such other actions as the Authorized Officer deems necessary, desirable or convenient in relation to the X 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 DIAZ 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., X DeCotiis, Fitzpatrick, Cole & Giblin„ LLP, Special Redevelopment Counsel to the Borough. Adopted this 15' day of October, 2020 and certified as a true copy of the original on October 16, 2020. CARMELAPOGORZELSKI Acting Municipal Clerk RECORD Or COUNCIL VOTE COUNCILMAN YES NO NV A.B. COUNCILMAN YES NO NV A.B. BELLING X JOBAL DIAZ X KRUM DIMASCIO X NAPLES X X - Indicate Vote AB- Absent NV - Not Voting XOR- Indicates Vole to Overrul 'Veto Adopted at a meeting of the Municipal Council � Octpbe 15, 020 f Acting Municipal C PRE - DEVELOPMENT AGREEMENT PRE- DEVELOPMENT Agreement (the "Pre- Development Agreement'), dated as of _, 2020, 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 "), 'R PERSHING .COMMONS, LLC, a limited liability company of the State of New Jersey with offices at 100 Pershing Avenue, Carteret, New Jersey 07008, and its permitted successors and assigns (the "Company" and together with the Borough, the "Parties "), W- I- T- N- E- S- S- E -T -H: WHEREAS, the Borough Council has adopted an ordinance approving and adopting the Federal Boulevard 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, specifically BLOCK 5501, LOTS 1, 2, 3, 4 AND 31, BLOCK 5703, LOTS 1, 2, 3, 4, 5 AND 6, BLOCK 5704, LOTS 2, 3, 4, 5, 6 AND 7, BLOCK 5805, LOTS 16, 17, 18 AND 19, BLOCK 5806, LOTS 12, 13, 14, 15 AND 16, AND BLOCK 5904, LOTS 11, 12,13,14,15,16 AND 17 7 (collectively 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 5806, Lots 12, 13 and 14 (tire "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: 1. Payment of Interim Costs a. Immediately upon the execution of this Pre - Development Agreement, the Company shall deposit with the Borough fifteen thousand dollars ($15,000), 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 five thousand dollars ($5,000), 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 fifteen thousand dollars ($15,000) 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, ovided 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. A dditional Provisions a. This Pre - Development Agreement shall terminate upon the earlier of (i) the expiration of the Company's designation as redeveloper; (ii) approval and fill] 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 tern 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: 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 & Giblin, LLP 61 South Paramus Road, Suite 250 Paramus, New Jersey 07652 Notices to the Company shall be submitted in writing to: Pershing Commons, LLC 100 Pershing Avenue Carteret, New Jersey 07008 Attn: Ryan Raia with copies to: James F. Clarkin III, Esq. Clarkin & Vignuolo, P.C. 100 Centennial Avenue, Suite 203 Piscataway, New Jersey 08854 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: Clerk [SEAL] WITNESS: BOROUGH OF M . Mayor PERSHING COMMONS, LLC BY ZZ� CLARKIN & VIGNUOLO, P.C. Attorneys at Law 86 Washington Avenue Milltown, New Jersey 08850 James F. Clarldn III Telephone: (732) 981 -0808 Email: jfc @clmkinlaNvxmn Telecopier: (732) 981 -9797 November 30, 2020 Matthew C. Kanenberg, Esq. DeCotiis, Fitzpatrick, Cole & Giblin, LLP 61 South Paramus Road 2" d Floor Paramus, NJ 07652 Re: Borough of Carteret & Pershing Commons, LLC Dear Mr. Karrenberg: Peter A. Vignuolo Email: pvignuOlO @VcViZOf -Het In connection with the above matter enclosed please find an original and one copy of the Pre - Development Agreement as well as my client's check, number 1057 made payable to the Borough of Carteret in the amount of $15,000.00. This check represents payment of the interim costs pursuant to Paragraph I of the agreement. I would greatly appreciate your arranging for the execution of the Pre - Development Agreement by the Mayor and the Clerk and return one copy to me. Thank you. CC /jfc cc: Chris Rain (w /out enc.) Very (fut yours, Jame F. Clarkin, , III I, / 0 CD 0 \\ Ln -,3 LU Ln 0 0 0 0 Ln �3 ra ■ cn \ P _NS 0 ol 0. )> >zz /ji \ (� § ] p co }�% � %.( } { �3 ra ■ cn