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Home My Public Portal AboutCarteret Landing may 12.2004i REDEVELOPMENT AGREEMENT BY AND BETWEEN BOROUGH OF CARTERET, NEW JERSEY AND CARTERET LANDING, LLC Date: May /9-1 TABLE OF CONTENTS PREAMBLE ARTICLE 1 DEFINITIONS AND INTERPRETATIONS ....................................... ............................. -. SECTION1.1 DEFINITIONS . ........................................................................................ .............................. ARTICLE 2 IMPLEMENTATION OF PROJECT .................................................... ............................. SECTION 2.1 IMPLEMENTATION OF PROJECT ............................................................ ............................... 10 SECTION 2.2 PHASES OF PROJECT . ............................................................................ ............................. SECTION2.3 PHASE III OPTION .................................................................................. ............................. SECTION 2.4 PROJECT SCHEDULE . ............................................................................ ............................. 12 SECTION 2.5 COMMENCEMENT OF CONSTRUCTION ................................................ ...............................12 SECTION 2.6 GOVERNMENTAL APPROVALS. ...................................... ............................... PLAN; PROJECT SCHEDULE; AND PRELIMINARY AND FINAL SITESECTION2.7 GENERAL DEVELOPMENT 12 PLANS................................................................................................. ............................... 14 SECTION 2.8 EXISTENCE OF UTILITIES .................................................................... ............................... 14SECTION2.9 INFRASTRUCTURE IMPROVEMENTS AND PUBLIC IMPROVEMENTS . ..... ............................... SECTION 2.10 DEDICATION OF PUBLIC IMPROVEMENTS . ........................................ ............................... 15 SECTION 2.11 CONVEYANCE OF NON - DEDICATED PUBLIC IMPROVEMENTS ........... ...............................15 SECTION 2.12 ENVIRONMENTAL AND GEOTECFINICAL DUE DILIGENCE AND OBLIGATIONS ...................15 SECTION 2.13 TRAFFIC IMPACT STUDY . ................................................................... ............................. SECTION2.14 CONDITION OF SITE ............................................................................ ............................. SECTION2.15 NEIGHBORHOOD IMPACTS .................................................................. ............................. SECTION2.16 TRAFFIC ............................................................................................. .............................18 SECTION 2.17 CERTIFICATIONS ................................................................................ ...............................18SECTION2.18 CERTIFICATES OF OCCUPANCY AND CERTIFICATES OF COMPLETION ............................... SECTION 2.19 PROPOSED COMPLETION DATES .......................................................... ............................... 19 19SECTION2.20 PROHIBITION AGAINST SUSPENSION, DISCONTINUANCE OR TERMINATION . ................... SECTION 2.21 RESTORATION OF PROJECT IMPROVEMENTS ....................................... ............................. SECTION2.22 COOPERATION . ................................................................................... ............................. SECTION2.23 TERM . ................................................................................................ ............................. ARTICLE 3 GENERAL REPRESENTATIONS AND WARRANTIES .................. ............................. SECTION 3.1 REPRESENTATIONS AND WARRANTIES BY REDEVELOPER ................... ............................... 20 SECTION 3.2 REPRESENTATIONS AND WARRANTIES BY BOROUGH .......................... ............................... 21 ARTICLE 4 ACKNOWLEDGMENT OF RECEIPT OF COLLATERAL DOCUMENTS ...............22 SECTION 4.1 DELIVERY OF COLLATERAL DOCUMENTS . ......................................... ............................... 22 22 SECTION 4.2 DOCUMENTS DELIVERED BY REDEVELOPER ........................................ ...............................22 SECTION 4.3 DOCUMENTS DELIVERED BY BOROUGH ............................................... ............................... ARTICLE 5 REDEVELOPER COVENANTS; DECLARATION OF COVENANTS AND 23 RESTRICTIONS............................................................................................................ ............................. SECTION 5.1 REDEVELOPER COVENANTS . ................................................................ ............................. SECTION 5.2 DECLARATION OF COVENANTS AND RESTRICTIONS .............................. .............................25 SECTION 5.3 EFFECT AND DURATION OF REDEVELOPER COVENANTS ....................... .............................25 SECTION 5.4 ENFORCEMENT BY BOROUGH ................................................................. ............................. 25 ARTICLE 6 ASSEMBLAGE OF PROPERTY ........................................................... ............................. SECTION 6.1 PRELIMINARY REAL PROPERTY APPRAISAL REVIEW . ........................ ............................... 26 26 SECTION 6.2 REDEVELOPERS ACQUISITION RESPONSIBILITY ...................................... ............................... SECTION 6.3 PROPERTY NOTICE .................................................................................27 SECTION 6.4 CONDEMNATION PROCEDURES ..............................................................27 SECTION 6.5 CONDEMNATION COSTS . ....................................................................29 SECTION 6.6 CONDEMNATION FUNDS . ......................................................................29 SECTION 6.7 CONDEMNATION OF EASEMENTS . ......................................................31 SECTION 6.8 No WARRANTY OF SUITABILITY .........................................................31 SECTION 6.9 RELOCATION ASSISTANCE .................................................................31 SECTION 6.10 TAx ABATEMENTS AND TAx ASSESSMENTS ......................................31 ARTICLE 7 PROJECT OVERSIGHT ........................................................................ .............................32 SECTION 7.1 PROGRESS MEETINGS ..................................................................... .............................32 34 SECTION 7.2 PROGRESS REPORTS . ....................32 34 SECTION 7.3 ACCESS To PROJECT PREMISES . ......................................................... ...............................32 ARTICLE 8 PERMITTED TRANSFERS ................................................................... .............................33 35 SECTION 8.1. PERMITTED TRANSFERS . ................................................................... ...............................33 SECTION 8.2 NOTICE OF PERMITTED TRANSFERS . .................................................. ...............................33 SECTION 8.3 TRANSFERS IN VIOLATION OF THIS AGREEMENT . .............................. ...............................33 ARTICLE 9 REDEVELOPER'S FINANCIAL COMMITMENTS TO THE PROJECT; 36 PAYMENTS TO BOROUGH ....................................................................................... .............................34 3 SECTION 9.1 REDEVELOPER'S FINANCIAL COMMITMENT . ......................................34 SECTION 9.2 FINANCING AND EQUITY CAPITAL . ....................................................34 SECTION 9.3 GOVERNMENTAL APPROVAL FEES . ..................................................35 SECTION 9.4 PROGRESS PAYMENTS TO BOROUGH ...................................................35 SECTION9.5 PROJECT COSTS ....................................................................................36 SECTION9.6 BOROUGH COSTS .................................................................................36 SECTION 9.7 PAYMENT OF BOROUGH COSTS ...........................................................36 SECTION 9.8 GOVERNMENTAL PERMIT FEES . .........................................................36 SECTION9.9 IMPACT FES . .........................................................................................3 ARTICLE 10 INDEMNIFICATION; INSURANCE .................................................. .............................38 SECTION 10.1 INDEMNIFICATION ............................................................................. ............................... 38 SECTION 10.2 SURVIVAL OF INDEMNITY ................................................................ ............................... 39 SECTION 10.3 INSURANCE REQUIREMENTS .............................................................. ............................... 39 ARTICLE 11 EVENTS OF DEFAULT AND REMEDIES SECTION 11.1 EVENTS OF DEFAULT' ............................................................................ ............................. SECTION 11.2 REMEDIES UPON EVENT OF DEFAULT PRIOR TO REDEVELOPER'S ACQUISITION OF PROJECT PREMISES ..................................................................................................... ...............................43 SECTION 11.3 REMEDIES UPON EVENTS OF DEFAULT OR TERMINATION AFTER COMMENCEMENT OF 48 PROPERTY ACQUISITION BY REDEVELOPER ................................................................ ...............................44 SECTION 11.4 TOLLING EVENTS; EVENT OF FORCE MAJEURE ...................................... ............................. SECTION 11.5 NO WAIVER OF RIGHTS AND REMEDIES BY DELAY ............................ ...............................46 SECTION 11.6 RIGHTS AND REMEDIES CUMULATIVE . .............................................. ...............................46 ARTICLE 12 MORTGAGE FINANCING; RIGHTS OF MORTGAGEE .............. .............................47 SECTION 12.1 MORTGAGE FI NANCING ....................................................................... ............................. SECTION 12.2 NOTICE OF DEFAULT TO REDEVELOPER AND RIGHT TO CURE ......... ...............................47 SECTION 12.3 GUARANTEE OF CONSTRUCTION OR COMPLETION ........................... ...............................48 SECTION12.4 FORECLOSURE .................................................................................... ............................. SECTION 12.5 BOROUGH'S OPTION TO PAY MORTGAGE DEBT OR PURCHASE LAND . .............................48 11 ARTICLE 13 SECTION13.1 NOTICES.- ........................................................................................... .............................49 SECTION 13.2 NON - LIABILITY OF OFFICIALS AND EMPLOYEES OF BOROUGH.. ..................................... 51 SECTION 13.3 NON - LIABILITY OF OFFICIALS AND EMPLOYEES OF REDEVELOPER . ............................... 51 SECTION 13.4 ESTOPPEL CERTIFICATES .................................................................... .............................51 SECTION 13.5 LENDER CHANGES. ............................................................................ .............................51 SECTION 13.6 NO BROKERAGE COMMISSIONS . ........................................................ .............................51 SECTION 13.7 PROVISIONS NOT MERGED WITH DEEDS . ........................................ ............................... 52 SECTION 13.8 NO CONSIDERATION FOR REDEVELOPMENT AGREEMENT. ..................................... _52 SECTION 13.9 SUCCESSORS AND ASSIGNS . ............................................................. ............................... 52 SECTION 13.10 EXHIBITS INCORPORATED .. ........................................................................ ................... 52 SECTION 13.11 TrTLES OF ARTICLES AND SECTIONS. ...................................... ....................................... 52 SECTION 13.12 SEVERABILII' Y ................................................................................ ............................... 52 SECTION 13.13 ENFORCEMENT BY BOROUGH ........................................................... .............................52 SECTION 13.14 MODIFICATION OF AGREEMENT ....................................................... .............................53 SECTION 13.15 EXECUTION OF COUNTERPART . ...................................................... ............................... 53 SECTION 13.16 DRAFTING AMBIGUITIES; INTERPRETAT ION ..................................... ............................... 53 SECTION 13.17 TIME PERIOD FOR NOTICES . ........................................................... ............................... 53 SECTION 13.18 WAIVERS AND AMENDMENTS M WRITING . .................... ............................................... 53 SECTION 13.19 CONFLICT OF INTEREST .................................................................. ............................... 53 SECTION 13.20 GOVERNING LAw . ............................................... ..... .................. ............................. ..... 53 SECTION 13.21 WITHHOLDING OF APPROVALS....._ .................................................. .............................53 SECTION 13.22 RECITALS INCORPORATED; DEFINITIONS INCORPORATED ............... ............................... 53 EXHIBITS EXHIBIT A CHROME WATERFRONT REDEVELOPMENT AREA EXHIBIT B CHROME WATERFRONT REDEVELOPMENT PLAN EXHIBIT C PROJECT PREMISES EXHIBIT D PROJECT DESCRIPTION EXHIBIT E PUBLIC IMPROVEMENTS EXHIBIT F SUMMARY OF BUSINESS TERMS FOR LONG -TERM TAX EXEMPTION PURSUANT TO N.1.S.A. 40A:20 -1 ET SEQ. iii u q, Is,, t-''i This REDEVELOPMENT AGREEMENT ( " Redevelopment Agreement "), dated as of 2004, by and between the BOROUGH OF CARTERET, NEW JERSEY (` Borough '), a municipal corporation of the State of New Jersey with offices at 61 Cooke Avenue, Carteret, New Jersey 07008, and CARTERET LANDING, LLC Redeveloper "), a New Jersey Limited Liability Company, with offices located at 90 Woodbridge Center Drive, Suite 60, Woodbridge, New Jersey 07095. WITNESSETH WHEREAS, the Local Redevelopment and Housing Law, N.J.S.A 40A -.12A -1, et seg. as amended and supplemented (hereinafter referred to as the " Redevelopment Law "), provides a process for municipalities to participate in the redevelopment and improvement of parcel(s) of property designated as "areas in need of redevelopment "; and WHEREAS, in order to stimulate redevelopment, the Borough Council hereinafter referred to as the "Governing Body ") by Resolution designated certain parcels of property within the Borough as "an area in need of redevelopment ", identified as the Chrome Waterfront Redevelopment Area in accordance with the Redevelopment Law (hereinafter referred to as the " Redevelopment Area "); and WHEREAS, the Redevelopment Area consists of the following parcels of real property: Tax Block 4 Lots 1, 2 (C.O. 100, C.O. 200, C.O. 300, and C.O. 400), 3 and 4; Tax Block 5.1 Lots 1, 1.02, 1.03, 2 and 6; Tax Block 5.02 Lots 1.01, 1.02, 1.03 and 2.1; Tax Block 6.1. Lot 1; Tax Block 6.2 Lot 12 and various parcels within Tax Block 500 and any and all Improvements located thereupon and said Redevelopment Area is further defined at Exhibit A attached and annexed hereto; and WHEREAS, on February 20, 2003 the Borough Council by ordinance adopted the Chrome Waterfront Redevelopment Plan (hereinafter referred to as the Redevelopment Plan "), a copy of which is attached hereto as Exhibit B; and which sets forth, inter alia, the plan for the redevelopment of the Redevelopment Area and a listing of the goals and objectives to be achieved through the Redevelopment Plan; and WHEREAS, Redeveloper desires to redevelop a portion of the Redevelopment Area in accordance with the Redevelopment Plan and those parcels of property are identified as Tax Block 4 Lots 1 and 2 (C.O. 100; C.O. 200; C.O. 300 and C.O. 400) and Tax Block 5.02 Lots 1.01, 1.02, 1.03 and 2.01 upon the official Tax Maps of the Borough of Carteret (hereinafter referred to as the " Project Premises "); and WHEREAS, in response to a Request for Proposals ( "RFP "), published by the Borough on February 21, 2003, the Redeveloper submitted a proposed plan for redevelopment consisting of the construction of residential units that will be made available on a for sale and for rental basis; a substantial amount of office space; large scale and small scale retail space; and publicly accessible amenities, open spaces and recreational areas, the development and construction of which shall occur in two (2) phases and may include development in an optional third phase; and WHEREAS, after reviewing the several responses received, the Borough determined that the proposal submitted by the Redeveloper is the most conducive to achieve the goals and objectives of the Redevelopment Plan and on that basis commenced negotiations with the Redeveloper; and WHEREAS, the Borough by duly adopted Resolution of its Governing Body had designated the Redeveloper to serve as redeveloper of portions of the Redevelopment Area; and WHEREAS, specifically, the Redeveloper has received designation to serve as the redeveloper for Tax Block 4 Lots 1 and Lot 2 (C.O. 100; C.O. 200; C.O. 300 and C.O. 400) and Tax Block 5.02 Lot 1.01, 1.02, 1.03 and 2.01 containing approximately one hundred twelve (112) acres and pursuant to the terms and conditions of this Agreement some or all of these parcels of property will constitute the Project Premises and the Project Premises is further defined and described at Exhibit C attached and annexed hereto; and WHEREAS, all of the parcels of property located within the area of designation and identified above are presently owned by various third parties who are unrelated to the Redeveloper and these parcels are located within the Redevelopment Area and are designated within the Redevelopment Plan as "sites to be acquired" by either the Redeveloper or by the Borough as set forth elsewhere in this Agreement for the purposes of redevelopment; and WHEREAS, upon acceptance of the valuations for the Project Premises as provided for in this Agreement, the Redeveloper shall exercise its best efforts to acquire each parcel of property privately and the Borough, in the event of Redeveloper's inability to so do, shall use its powers of eminent domain to acquire the relevant parcels; and WHEREAS, the Borough and the Redeveloper have engaged in extensive negotiations and the Borough has determined that in furtherance of the Borough's goals and objectives to implement the redevelopment contemplated in the Redevelopment Plan, it is in the Borough's best interests to enter into this Redevelopment Agreement with the Redeveloper for the development and construction of the redevelopment project; and WHEREAS, the Redeveloper acknowledges and agrees that all uses to which the Project Premises may be devoted are controlled by the Redevelopment Plan and this Agreement, and that under no circumstances shall the Redeveloper undertake any construction on or development of the Project Premises unless it is in accordance with the Redevelopment Plan and this Agreement; and WHEREAS, the Borough and the Redeveloper desire to enter into this Agreement for the purpose of setting forth in greater detail their respective undertakings, 2 rights. and obligations `in - connection i with:7 the development and g6nsttuctiori of the Project; all in accordance with the Redevelopment Plan applicable law and the terms and conditions of this Agreement hereinafter set forth. NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Borough and the Redeveloper, the parties hereto each binding itself, its successors and assigns as provided for herein and for the benefit of the parties hereto and general public, and, further to implement the purposes of the Redevelopment Law and the Redevelopment Plan, the Borough and the Redeveloper agree as follows: ARTICLE 1 DEFINITIONS AND INTERPRETATIONS SECTION 1.1 Definitions Except as expressly provided herein to the contrary, all capitalized terms used in this Redevelopment Agreement and its Exhibits shall have the following meanings: Affiliate " means with respect to any Person, any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, the term "control" (including the correlative meanings of the terms "controlled by" and "under common control with "), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities or by contract or otherwise. Agreement " means this Redevelopment Agreement. Apartment Unit means a room or set of rooms that is leased for use as a dwelling. Borough " means the Borough of Carteret, County of Middlesex and State of New Jersey, a municipal corporation of the State of New Jersey. Borough Cost(s) shall have the meaning set forth in Section 9.6 of this Agreement. Borough Indemnified Parties means the Borough and its officers, agents, employees, contractors, and consultants. Certificate of Completion means a written certificate issued by the Borough in accordance with Section 2.18 of this Agreement. Certificate " shall have the meaning set forth in Section 2.17 hereof. 3 Certificate of Occupancy Shall mean the certificate provided for at N.J.S.A. 52:27D -133 indicating that the relevant construction has been completed in accordance with the construction permit, the State of New Jersey Uniform Construction Code and any other ordinance or regulation implementing the State of New Jersey UniformConstructionCode. Chrome Waterfront Redevelopment Area (or Redevelopment Area) shall mean the redevelopment area within which the parcels of property for which Redeveloper received designation are located and such parcels of property are more specificallydelineatedintheRedevelopmentPlanthatisattachedheretoasExhibitB. Commence. Construction (or " Commencement of Construction ") means the undertaking by Redeveloper of any actual physical construction of any new structures included in the Project Improvements, including any and all site preparation, utilities improvements, geotechnical engineering procedures and environmental mitigation,remediation or clean-up activities. Condemnation Appraisal" shall mean the real property appraisal performed by a licensed real property appraiser on behalf of the Borough and performed in response toandwithrespecttoallparcelsofpropertyidentifiedinthePropertyNoticeasthistermis used in Section 6.4, hereof. Condemnation Costs shall have the meaning set forth Section 6.5, hereof. Condemnation Funds shall have the meaning set forth Section 6.6, hereof. Control " (including the correlative meanings of the terms "controlled by" andundercommoncontrolwith "), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securitiesorbycontractorotherwise. Declaration of Covenants and Restrictions is defined in Section 5.2 hereof. Easement Property is defined in Section 6.7 hereof. Effective Date means the date this Agreement is last executed by theauthorizedrepresentativeoftheBorough. Eminent Domain Act means the New Jersey statute codified at N.J.S.A. 20:3- 1 et seq., as amended and supplemented. Environmental Due Diligence shall mean such soils analyses, site investigations and /or other environmental evaluations commonly utilized in order to determine soil conditions, subsurface conditions and the presence of any environmental contaminants or other hazardous materials, wastes or substances. Environmental Laws means any present or future applicable federal, state or local law,, rule, regulation ;' -order <-or >- other= requirement (dealing : with or - related to environmental protection and/or human health and safety. Financial Institution shall mean a bank, savings bank, savings and loan association, mortgage lender, insurance company, pension fund, real estate investment trust, investment bank or similarly recognized reputable source of construction or permanent financing for the Project or any phase or component thereof, chartered under the laws of the United States of America and/or any State, thereof. Force Maieure "(also referred to as an "Event of Force Maieure ") As used throughout this Agreement this term shall apply to all time limitations and other obligations and shall mean any acts of God, fire, volcano, earthquake, hurricane, blizzard, infectious disease, technological disaster, catastrophe, large scale infestation of any type, tremors, flood, explosion, release of nuclear radiation, release of biotoxic or of biochemical agent(s), the elements, war, blockade, riots, mob violence or civil disturbance, any act or acts of terrorism or terroristic threat, an inability to procure goods or services or a general shortage of labor, equipment, facilities, energy, materials or supplies in the open market, failure of transportation, strikes, walkouts, actions of labor unions, governmentally imposed moratoriums, Court orders, laws, rules, regulations or other orders of governmental or public agencies, bodies and authorities or any other similar cause not within the reasonable control of the Redeveloper including legal inability to comply resulting from a change of law including municipal laws regulating land use and construction, any legal requirements under any applicable environmental laws, as well as all known and unknown federal Environmental Protection Agency (EPA) and State of New Jersey Department of Environmental Protection (N.J.D.E.P.) clearances, approvals or permits typical of the development process, any economic conditions which adversely affect the real estate market or which may affect the Redevelopment Area and the individual Phases of this Project, and any unreasonable delays in the Redeveloper's receipt of any necessary Governmental Approvals. In the event of an Event of Force Majeure based upon any adverse economic conditions of the real estate market as it may affect this redevelopment project, the Borough may request of the Redeveloper an independent market study in a form reasonably acceptable to the Borough. Foreclosure " means that event in which a Holder forecloses its mortgage secured by the Project Premises, or any part thereof, or takes title to the Project Premises, or any part thereof, by deed -in -lieu of foreclosure or similar transaction and as defined in Section 12.4 hereof. General Development Plan shall mean a plan depicting the number of dwelling units, the amount of non - residential floor space, the residential density, and the non - residential floor area ratio for each phase of the overall project and a schedule identifying the timing and phasing of the overall redevelopment project and any other aspect of the project required or requested pursuant to N.J.S.A. 40:55D -45.2 or by duly adopted ordinance of the Borough. Governmental Application(s) shall mean any and all submissions, supporting 5 documents, reports or other proofs transmitted to any state, federal or local governmental office, agency, authority, department, officer or agent for the purpose of obtaining authorization or approval of any aspect of the Project. Governmental Approval(s) means all necessary reviews, consents, opinions, permits or other approvals of any kind legally required by any federal, state or local Governmental Body or quasi - governmental entity having jurisdiction over any aspect of the development or construction of the Project. Governmental Body means any federal, state, county legislative or executive office or local agency, department, commission, authority, court, or tribunal and any successor thereto, exercising executive, legislative, judicial, advisory or administrative functions of or pertaining to government, including, without limitation, the Borough, the County of Middlesex, the State of New Jersey and the United States of America. Governing Body means the Borough of Carteret Borough Council. Hazardous Substance means any substance, chemical or waste that is listed as hazardous, toxic, a pollutant or contaminant, or dangerous under any applicable federal, state, county or local statute, rule, regulation, ordinance or order. Holder " is defined in Section 12.1 hereof. Holder Failure shall have the meaning set forth in Section 12.5 hereof. Improvements (also referred to as "Project f shall mean the development and phased construction of a series of separate mixed use structures that shall contain residential townhouses; age restricted and non -age restricted rental apartment units; large and small -scale office space; a variety of retail space venues; public amenities and public access spaces and other public open spaces. This term is more particularly described in Exhibit D — Project Description attached hereto and shall also include all other structures constructed on or installed upon the Project Premises in accordance with the Construction Plans, including all facilities and amenities shown in such Construction Plans and the Final Site Plan of each phase of development approved by the the Borough of Carteret Planning Board. As used in this Agreement the term Improvements shall also include all facilities, amenities, on and off street parking, landscaping and fencing and enhancements required to be made to the Project Premises and to the main thoroughfare streets which shall be constructed and thereafter dedicated to the Borough and the internal roadways and access points which shall remain vested in the Redeveloper or its successor in interest. All Improvements constructed shall be in substantial compliance with the Redevelopment Plan. Infrastructure Improvements shall mean any improvement or utility necessitated, associated with, desired or required by the implementation of the Project, which is located on or off the Project Premises, including but not limited to electric power transmission lines, sewer transmission conduits or pipes, water lines or pipes, storm sewers, telephone transmission lines, television cable lines and other utilities, as further described in Exhibit D — Project Description attached hereto, and specifically 0 excluding, the principal buildings and structures defined herein as "Improvements ". Interim Cost Agreement means the Agreement entered into by and between the Borough and the Redeveloper on August 26, 2003, whereby the Borough's costs incurred in the review of certain supplemental information provided and to be provided by the Redeveloper shall be paid by the Redeveloper and in addition thereto, the obligation that the Borough retain the services of a real property appraiser to perform preliminary real property appraisals upon each parcel of property contained in the Project Premises. Upon the Effective Date of this Agreement, the Interim Cost Agreement cease to be operative and the terms and obligations contained therein shall be subsumed by the terms contained herein, taking into account the payment to the Borough by the Redeveloper in the amount of Thirty -Five Thousand ($35,000) Dollars pursuant to the terms Interim Cost Agreement. Legal Requirements means all laws, statutes, codes, ordinances, orders, regulations and requirements of any Governmental Body, now or hereafter in effect, and, in each case, as amended from time to time. Offer Price shall mean the amount to be offered for the purchase or conveyance of each parcel of property identified in the Redeveloper's Property Notice pursuant to Section 6.3, hereof which amount shall have been established by the Borough's Condemnation Appraisal. Out -Out Date is defined in Section 2.3 hereof. Option Extension Fee is defined in Section 2.3 hereof. Permitted Exceptions is defined in Section 6.4 hereof. Permitted Transfers is defined in Section 8.1 hereof. Person " means any individual, sole proprietorship, corporation, partnership, joint venture, limited liability company or corporation, urban renewal entity, trust, unincorporated association, institution, public or Governmental Body, or any other entity. Phase " or " Phases " means the three (3) proposed phases (Phases I, II, and III) in which the Project will be developed, taking into account the Redeveloper's option to proceed with the development and construction ascribed to the Phase III component of the overall project. Borough Planning Board (or "Planning Board ") means the Planning Board of the Borough of Carteret and any successors thereto. Preliminary Site Plan shall mean a plan depicting those aspects of the project required pursuant to the Borough's site plan ordinance and pursuant to N.J.S.A. 40:55D- 7. Progress Report is defined in Section 7.2 hereof. 7 Projeet (also referred to as` "Improvements ") 'shall mean the development and phased construction of a series of separate mixed use structures that shall contain residential townhouses; age restricted and non -age restricted rental apartment units; large and small -scale office space; a variety of retail space venues; public amenities and public access space and other public open spaces. This term is more particularly described at Exhibit D— Project Description which is attached hereto and shall also include all other structures constructed on or installed upon the Project Premises in accordance with the Construction Plans, including all facilities and amenities shown in such Construction Plans and the Final Site Plan approved by the Borough of Carteret Planning Board. As used in this Agreement the term Improvements shall also include all facilities, amenities, on and off street parking, landscaping and fencing and enhancements required to be made to the Project Premises and to the main thoroughfare streets which shall be constructed and thereafter dedicated to the Borough and the internal roadways and access points which shall remain vested in the Redeveloper or its successor in interest. Project Agreement means any agreement to which Redeveloper is a party relating to the Project and/or the leasing /sale /operation of the Improvements. Project Premises shall mean those parcels of property specifically identified in Exhibit C, attached hereto and contained with the designation of the Redeveloper. Project Schedule shall mean the list of those material steps involved in the overall project proposed completion dates for each such material step and those Governmental Approvals known by the Redeveloper to be necessary for the commencement and /or completion of this Project, which document shall be submitted to the Borough for review and consent pursuant to Section 2.7, hereof. Project Team is defined in Section 4.2 hereof. Property Notice is defined in Section 6.3 hereof. Property Owners Association is defined in Section 2.11 hereof. Redeveloper " shall mean the Carteret Landing, L.L.C., 90 Woodbridge Center Drive, Suite 60, Township of Woodbridge, County of Middlesex and State of New Jersey 07095, a Limited Liability Company formed pursuant to the Laws of the State of New Jersey, or any permitted assignee or Transferee obtaining such interest in the Project Premises, Improvements and this Agreement in accordance with the provisions of this Agreement. Redeveloper Covenants is defined in Section 5.1 hereof. Redeveloper Fault means any breach, failure, non - performance or non- compliance by the Redeveloper with the terms of this Agreement or the terms of any Governmental Approvals applicable to the Redeveloper, caused by any neglip --* willful act or omission of any director, officer, agent, employee, contractor, sul of any tier or independent contractor of the Redeveloper which prevents or k Borough or the Redeveloper from performing its obligations under the tern. 0 Agreement in any event, to the extent, not caused by the occurrence of an Event of Force Majeure or any other Tolling Event: Redevelopment Agreement (or sometimes referred to as "Agreement ") means this Redevelopment Agreement entered into by and between the Borough andRedeveloperalongwithanywrittenamendments, modifications, interpretations and supplements hereto. Redevelopment Area means those parcels of real property specifically identified in Exhibit A attached hereto and located within the Borough of Carteret, County of Middlesex and State of New Jersey collectively designated by the GoverningBodyas "an area in need of redevelopment" pursuant to the Local Redevelopment andHousingLaw. See also "Chrome Waterfront Redevelopment Area ". Redevelopment Law means the State of New Jersey Local Redevelopment and Housing Law, N.J.S.A. 40A -.12A -1 et seq, as this statute may be amended. Redevelopment Plan means the Chrome Waterfront Redevelopment Plan duly adopted by the Borough's Governing Body on December 5, 2003, along with any dulyadoptedamendmentsthereto, a copy of which is attached and annexed hereto at Exhibit B. Remediation Costs" is defined in Section 2.12 hereof. Subcontractor " means a person or organization having a direct or indirect contract with Redeveloper to perform or supply any of the Work, and includes sub - subcontractors. Survey" means the standard process by which a qualified land surveyorlicensedtoperformsuchserviceswithintheStateofNewJersey) selected by theRedeveloperperformsmeasurementsofaparcelorparcelsofrealpropertyinorderto ascertain the size and contents of same. Title Insurer means a reputable title insurance company selected by the Redeveloper and licensed to do business within the State of New Jersey, retained toprovidetitleinsurancetotheRedeveloperortotheBoroughandtoperformorcauseto be performed any of a number of related title search services. Tolling Event is defined in Section 11.4 hereof. Transfer " means any transaction by which a Transferee obtains an interest in the Project Premises, the Improvements constructed thereupon or in this Agreement bymeansofmethodswhichinclude, but are not limited to, conveyance, transfer, lease,encumbrance, acquisition or assignment through sale, merger, consolidation,reorganization, foreclosure or otherwise, including the appointment of a trustee inbankruptcyorassigneeforthebenefitofcreditors, as defined elsewhere in this Agreement. 0 af` I'ransferee 'means any party to'wliorn an interest in'the Project Premises'or'any portion thereof, the Improvements constructed thereupon or rights' is or under this Agreement is conveyed, transferred, leased, encumbered, acquired or assigned, by sale, merger, consolidation, reorganization, assignment, foreclosure or otherwise, including a trustee in bankruptcy or assignee for the benefit of creditors. WRAP (also referred to as a "Workable Relocation Assistance Plan ") shall have the meaning set forth in Section 6.9, hereof. ARTICLE 2 IMPLEMENTATION OF PROJECT SECTION 2.1 Implementation of Proiect. The Redeveloper agrees to implement and complete the Improvements including the Infrastructure Improvements as described in the Project Description attached hereto as Exhibit D, in accordance with the terms and conditions of this Agreement subject to any Event(s) of Force Majeure or other Tolling Event. All activities specified in this Agreement shall be performed in accordance with the level of skill and care ordinarily exercised by developers of first class residential, commercial and retail developments. The implementation of the overall Project shall be performed in a phased development process as specified herein at Section 2.2 and 2.3, hereof. SECTION 2.2 Phases of Project The Project shall consist of three (3) Phases I, II and III). Pursuant to Section 2.7, hereof, within six (6) months of its completion of its Environmental Due Diligence and Geotechnical Due Diligence studies the Redeveloper shall submit a Project Schedule to the Borough for its review and approval. The Project Schedule shall consist of a detailed listing of all material steps involved in this project including all Governmental Approvals known to the Redeveloper to be necessary and the target dates for the completion of each. The Borough and the Redeveloper acknowledge and- agree that the overall Project shall proceed in two (2) phases and may include development and construction aspects contained in an optional Phase III component. SECTION 2.3 Phase III Option Redeveloper agrees to construct Phase I and Phase II in accordance with the Project Schedule. The Redeveloper reserves the right to proceed with the implementation and redevelopment of those Improvements including the Infrastructure Improvements contained in the Phase III component of the overall Project. Redeveloper shall retain this option for a period not to exceed two (2) years from the Effective Date of this Agreement (hereinafter the " Opt -Out Date "). Not later than thirty (30) Days prior to the Opt -Out Date, the Redeveloper may request in writing that the Borough extend the Opt -Out Date in annual increments not to exceed four (4) additional years provided Redeveloper pays the Borough an Option Extension Payment of Two Hundred Fifty Thousand ($250,000) Dollars for each additional year for which 11101 e hose III option shall be'extended, which shall be paid not later than thirty (30) days prior to the termination of the previous option extension date. The Borough shall not unreasonably refuse to consent to the Redeveloper's request to extend the Opt -Out Date described in the preceding sentence. In the event that the Redeveloper elects to proceed with the Phase III component of the Project, any monies placed with the Borough as and for an Option Extension Payment shall be applied by the Borough only towards those Impact Fees payments required to be made by the Redeveloper to the Borough in connection with the Phase III component of the overall project as set forth at Section 9.9, hereof. Should Redeveloper fail to extend the Opt -Out Date and to pay the option extension payment within thirty 30) days prior to the termination of the previous option extension date, Redeveloper shall be deemed to have elected to proceed with the Phase III component. The development and construction of the Phase III component shall be in accordance with the requirements of this Agreement and the Project Schedule. In the event Redeveloper elects not to proceed with the implementation and redevelopment of Phase III, Redeveloper agrees to provide to the Borough a revised General Development Plan within ninety (90) days after it has notified the Borough of its election not to proceed with Phase III. If necessary, the Redeveloper shall also submit amended preliminary and /or final site plans for Phase I and/or Phase II, respectively as the case may be. In the event Redeveloper determines not to proceed with the Phase III component the Borough shall be free to make any other arrangements or enter into any contracts with respect to the future use of the Phase III properties provided that said determination to do so by the Borough does not unreasonably interfere or obstruct the Redeveloper's ability to proceed with or complete the Phase I and/or Phase II components of its Project. The Redeveloper shall cooperate with Borough in the latter's efforts in connection with same. SECTION 2.4 Project Schedule The Redeveloper will diligently implement and complete Phase I and Phase II of the overall project by the proposed completion dates set forth in the Project Schedule, subject to the occurrence of an Event of Force Majeure or other Tolling Event. In the event that the Redeveloper elects to proceed with the Phase III component of the overall project, the Redeveloper will diligently implement and complete same in material compliance with the Project Schedule, taking into account any extensions of the Opt -Out Date previously agreed to by the parties. The parties to this Agreement acknowledge and agree that in the event the Redeveloper elects to proceed with the Phase III component, that the overall Project shall be complete not later than fifteen (15) years from the Effective Date of this Agreement. The parties agree and acknowledge that material compliance with the Project Schedule serves the respective interests of both parties. The Redeveloper shall attempt but is not obligated to implement any component of the overall project earlier than the dates set forth in the Project Schedule. If Redeveloper fails to meet a proposed completion date set forth on the Project Schedule or determines that it will be unable to meet any proposed completion date, Redeveloper shall promptly provide notice to the Borough stating: (a) the reason for the inability to complete the applicable task, (b) 11 schedule for ' completing such task and (d)', the method or methods by which the Redeveloper proposes to achieve subsequent material steps set forth in the Project Schedule. Upon a showing of good cause that practical considerations, circumstances and/or conditions prevail which make completion of any aspect of the overall project within the proposed completion dates set forth in the Project Schedule infeasible or unreasonable, the Redeveloper shall request of the Borough an extension of the relevant proposed completion date(s). The Borough may not unreasonably refuse to consent to the Redeveloper's request for such extension, and said extension granted shall be for not more than ninety (90) days. SECTION 2.5 Commencement of Construction The Redeveloper shall Commence Construction of Improvements or Infrastructure Improvements in the sequence set forth in the Project Schedule within ninety (90) days or as soon as possible after the Redeveloper's receipt of all necessary Governmental Approvals applicable to the relevant phase or aspect of the Improvements or the Infrastructure Improvements of the relevant phase or aspect of the Project. SECTION 2.6 Governmental Approvals Redeveloper shall use diligent efforts to secure, or cause to be secured any and all Governmental Approvals and shall carry out the Project in conformance therewith. Redeveloper shall have the right to appeal a denial or unfavorable ruling as to any Governmental Approval and agrees that, as to any approval of the Project by the Planning Board, in the event such approval is overturned on appeal, Redeveloper will reapply to the Planning Board with such modifications as are required to obtain preliminary and/or final site plan approval provided that such modifications do not materially and negatively impact the economic feasibility or marketability of the Project or the relevant phase thereof. Borough shall fully cooperate with Redeveloper in obtaining all Governmental Approvals SECTION 2.7 General Development Plan; Proiect Schedule; and Preliminary and Final Site Plans. Within four (4) months of the completion of its Environmental Due Diligence and Geotechnical Due Diligence studies the Redeveloper shall prepare and submit to the Borough a General Development Plan for review andcommentandsaidGeneralDevelopmentPlanshallincludeaconceptplaninsufficient detail for Borough to review and comment upon the Phase I, Phase II and optional Phase III components of the overall project. The General Development Plan shall conform inallmaterialrespectswiththeprovisionsoftheMunicipalLandUseLawandthelegal requirements of the Borough Planning Board for same and shall be in substantial compliance with the Redevelopment Plan and the Project Description attached andannexedheretoasExhibitD. The Borough shall have forty -five (45) days from the date of its receipt of the General Development Plan to review and provide written commentstotheRedeveloper. The Redeveloper shall use reasonable efforts to incorporate the Borough's comments into the General Development. Plan, provided that anymodificationstotheGeneralDevelopmentPlanarisingfromthewrittencommentsofthe Borough do not materially effect the cost considerations of the project, or the financial feasibility of the Project and that such modifications will not cause an unreasonable delay in the completion of the project or any phase thereof. 12 q °T!`TSS^`iw, «f•.;na -raw' *•ma. +'mr..e... .._ .. .,. ;... After the Borough has had the opportunity to review and provide comments to the General Development Plan as described in the preceding` paragraph the Redeveloper will submit a complete Governmental Application to the Borough Planning Board for approval of the General Development Plan, within sixty (60) days pursuant to N.J.S.A. 40:55D -39 (c)(1). At the time that the Redeveloper submits its General Development Plan, the Redeveloper shall submit a Project Schedule to the Borough for its review and approval pursuant to Section 2.2. The Project Schedule shall consist of a sufficiently detailedlistingofallmaterialstepsinvolvedintheoverallproject, the proposed completion dates for same and those Governmental Approvals known by the Redeveloper to be necessary to the commencement and completion of the project. The parties hereto acknowledge and agree that the list of necessary Governmental Approvals may be updated or otherwise modified, as the need to do so arises. Within four (4) months of the Redeveloper's receipt of the Planning Board's approval of the General Development Plan, the Redeveloper shall submit a combinedGovernmentalApplicationandPreliminaryandFinalSitePlanpreparedbyaStateof New Jersey licensed architect, Surveyor and/or Engineer for the development and construction of the Improvements and the Infrastructure Improvements for the Phase I component of the overall project to the Borough Planning Board. The Preliminary andFinalSitePlanshallbeconsistentwiththeapprovedGeneralDevelopmentPlan, the Project Description and the Redevelopment Plan. Pursuant to the relevant proposed completion dates contained in the Project Schedule, the Redeveloper shall cause to be prepared by a State of New Jersey licensed architect, Surveyor and /or Engineer, Preliminary and Final Site Plan for the development and construction of the Improvements and Infrastructure Improvements for the Phase II component of the overall project. The Preliminary and Final Site Plan shall be consistentwiththeapprovedGeneralDevelopmentPlan, the Project Description and theRedevelopmentPlan. The Redeveloper shall submit a Governmental Application to the Borough Planning Board for a combined Governmental Approval of the Preliminary and Final Site Plan for the Phase II component of the project. In the event that the Redeveloper elects to proceed with the Phase III component of the overall project as provided for herein and pursuant to the relevant proposed completion dates contained in the Project Schedule, the Redeveloper shall cause to bepreparedbyaStateofNewJerseylicensedarchitect, Surveyor and /or Engineer, aPreliminaryandFinalSitePlanforthedevelopmentandconstructionofthe Improvements and Infrastructure Improvements for the Phase III component of theoverallproject. The Redeveloper shall submit a Governmental Application to theBoroughPlanningBoardforacombinedGovernmentalApprovalofthePreliminaryand Final Site Plan for the Phase III component of the project. 13 public: utihty providers may haveecertaih rights with respect -to the Project.Premises an may- own certain facilities' located thereupon. Redeveloper agrees that it is' its sole responsibility to undertake the appropriate measures to negotiate with, acquire; relocate or otherwise address the existence of these utilities and improvements and easements therefore, in order to complete the Project as provided by this Redevelopment Agreement, provided that Borough shall provide any appropriate order to accomplishsuchrelocation, consistent with the provisions of N.J.S.A. 40A:12A -10. Notwithstanding this, the Borough shall use its best efforts to cooperate with and assist the Redeveloper in its efforts to achieve positive results with regard to the local public utilities. Any costs incurred by Borough in connection with same shall be deemed a Borough Cost. Redeveloper shall consult local public utility providers with respect to all site work, preparation and construction, and shall take all precautions to prevent personal injury, property damage and other liabilities related to utilities above, at or under the Project Premises. SECTION 2.9 Infrastructure Improvements and Public Imp rovements. As a component of its Preliminary Site Plans, the Redeveloper shall submit to the Planning Board for approval drawings, plans and /or renderings that sufficiently depict all reasonably necessary utilities installations, repairs and /or upgrades in order to provide the overall project (or any phase thereof), such utilities services required by or associated with the proposed mixed -use development. In addition thereto, the Redeveloper represents that, it shall seek Planning Board approval for certain upgrades and improvements to Carteret Boulevard and Roosevelt Avenue, respectively. In the eventthattheRedeveloperelectstoproceedwithPhaseIIIoftheoverallproject, it shall propose to the Planning Board certain upgrades and improvements to Middlesex Avenue.The development and construction of the roadways set forth in the preceding sentenceshallbedeemedtobea "Public Improvement." In addition thereto any other publicly accessible space developed and constructed as a component of the overall Project shallalsobedeemedtobea "Public Improvement ", to the extent that the Borough has agreed to accept such improvements. In preparation of the above - described utility plans, the Redeveloper will assessthoseutilitiesconnections (ie; sewer systems, sewer lines, water pipes, gas lines, electrical power lines, etc.) presently providing utilities services to the Project Premises.The Redeveloper will make such repairs, replacements or upgrades as is deemed reasonably necessary by the relevant utility provider in consultation with theRedeveloper's professional consultants and the Borough Engineer. The Redeveloper shall only be responsible to make such repairs, replacements or upgrades that will directly be associated with but not necessarily exclusively benefit the completed project or any phase thereof. The parties hereto acknowledge and agree that such repairs, replacementsorupgradesmayconferanancillarybenefitupontheCarteretcommunityoutsideofthe Project. If the Borough requests that the Redeveloper make repair(s), replacement(s) or upgrade(s) to any sewer and /or water systems, supply systems or devices that areintendedtoprovideadditionalcapacitytoserviceanewdevelopmentorredevelopment 14 or redevelopment project.' The pro -rata sharing of'costs'and expenses aesenoeu m um preceding sentence shall be consistent with the recommendations of the Redeveloper's professional consultants and the Borough Engineer. Redeveloper shall design and construct the Infrastructure Improvements, in a good and workmanlike manner and in accordance with all applicable LegalRequirements. Redeveloper shall provide a maintenance bond in a form generally acceptable to Governmental Bodies in the State of New Jersey guaranteeing that theInfrastructureImprovementswhencompletedwillremainincompliancewiththe accepted condition for a period of two (2) years following the date of acceptance. AllcontractorwarrantiesfortheInfrastructureImprovementsshallbeassignedtoBoroughor enforced by Redeveloper on behalf of the Borough. SECTION 2.10 Dedication of Public Improvements The Redeveloper shall dedicate and convey the Public Improvements to the Borough or its designee, without charge, upon request of the Planning Board or the Borough. Attached and annexedheretoasExhibitEisalistingofthoseImprovementsdeemedbythepartiestobePublic Improvements, that have been accepted by the Borough. The listing of Public Improvements contained in Exhibit E shall be amended to include any and all publiclyaccessiblespacethattheBoroughelectstoacceptaftertheEffectiveDateofthis Agreement. SECTION 2.11 Conveyance of Non- Dedicated Public Imp rovements. The Redeveloper shall form or provide for the formation of a Property Owner's Association,in the manner prescribed by law, to which the Redeveloper shall convey all those Public Improvements not dedicated to the Borough under Section 2.10, hereof. The PropertyOwner's Association shall be responsible for garbage collection and removal, removal of snow from the non - dedicated roadways, recycling services, street lighting of the non - dedicated roads, and shall, from the time of such conveyance, be and remain responsible for the maintenance, repair and replacement of such non - dedicated Public Improvements and the provision of such services as required by Borough ordinances, state and federallaws, rules and regulations and /or this Agreement and such other Agreements as entered into by the Borough and the said Property Owner's Association. No assignment of theseobligationsmaybemadewithouttheBorough's written approval, which shall not beunreasonablywithheld. The obligations set forth in this Section shall survive the completion of the Project and termination of this Agreement. SECTION 2.12 Environmental and Geotechnical Due Diligence and Obligations The Borough and the Redeveloper acknowledge and understand that giventhehistoricalusesofeachparcelofpropertywithintheProjectPremisesthatitislikelythatsomelevelofnegativeenvironmentalimpactorcontaminationwillbeidentifiedby an Environmental Due Diligence study. Further, the parties acknowledge and agree thatintheeventofafindingofsuchnegativeenvironmentalimpactorenvironmental 15 r e,, Bot(5 ti& agtie' es.- thatevithsrespect •totthe the Redeveloper,reserves;the right to conduct such soil analyses; site investigations and other environmental evaluations necessary to determine the conditions of the soils, subsurface conditions and the presence of Hazardous Substances (hereinafter referred to as the Environmental Due Diligence "). It shall be the sole responsibility of the Redeveloper to undertake and pay for the costs of any and all Environmental Due Diligence studies. Pursuant to Section 6.1 hereof, after having reviewed and accepted the preliminary real property appraisals of each parcel of property contained in the Project Premises, the Redeveloper shall use its best efforts to obtain access to each. In the event the Redeveloper is unable to obtain access to each parcel of property or to any of them, the Redeveloper shall notify the Borough in writing and to the extent of its rights under the applicable law, the Borough agrees to furnish the Redeveloper, its agents or designees, with such access, provided the Redeveloper furnishes the Borough with satisfactory evidence of sufficient liability insurance as required by Section 10.3 hereof, insuring the Redeveloper and the Borough against claims for bodily injury, death and property damage arising from or attributable to such entry. b) The Redeveloper may also conduct such geotechnical soil analyses that include but are not limited to analyzing the load bearing capabilities and construction capabilities of such soils. Such geotechnical soil analyses shall be hereinafter referred to as "Geotechnical Due Diligence." It shall be the sole responsibility of the Redeveloper to undertake and pay for the costs of any and all Geotechnical Due Diligence studies or to correct any conditions found to exist which may be adverse to the construction of the Project. Pursuant to Section 6.1 hereof, after having reviewed and accepted the preliminary real property appraisals of each of the parcels of property contained within the Project Premises, the Redeveloper shall use its best efforts to obtain access to each. In the event the Redeveloper is unable to obtain access to each parcel of property or to any of them, the Redeveloper shall notify the Borough in writing. Pursuant to the extent of its rights under the applicable law, the Borough agrees to provide the Redeveloper, its agents or designees with such access provided the Redeveloper furnishes to the Borough satisfactory evidence of sufficient liability insurance as required in Section 10.3 hereof, insuring the Redeveloper and the Borough against such claims for bodily injury, death and property damage arising from or attributable to such entry. c) The Redeveloper shall complete both its Environmental Due Diligence and Geotechnical Due Diligence studies of the Project Premises within six (6) months of the date upon which the Redeveloper obtains access to each parcel of property contained within the Project Premises. At the conclusion of the Due Diligence periods set forth herein the Redeveloper shall have the right to terminate this Agreement on the basis of the identification of material environmental or of material geotechnical impediments, identified during the Environmental Due Diligence or Geotechnical Due Diligence studies. Such investigation shall include, at a minimum, a Phase I environmental investigation by a qualified consultant, and, if additional investigation is recommended by such Phase I environmental investigation, a Phase II environmental investigation 16 Investigation "). If the Redeveloper elects to terminate this Agreement as set forth in this Section, the Redeveloper shall pay all Borough, Costs and the Borough shall be entitled to retain all other payments made to the date of termination. Thereafter, the parties shall no longer be obligated to each other under this Agreement. Nothing herein contained shall prevent the parties from negotiating a modification to this Agreement that may includethedeletionofaparcelofpropertyoranyportionthereoforthereconfigurationofthe project or any phase thereof. If a Notice of Termination is not received by Boroughwithinthirty (30) days of the completion of the Environmental Due Diligence andGeotechnicalDueDiligencestudies, this right to terminate shall be waived and this Agreement shall be in full force and effect. d) In the event that an interruption in the Redeveloper's access to any of the parcels of property within the Project Premises or any portion thereof jeopardizes Redeveloper's ability to make a reasoned determination concerning its right to terminate this Agreement in accordance with this Section, - Redeveloper may request reasonableextensionsofthetimetocompleteeithertheEnvironmentalortheGeotechnicalDue Diligence studies, or both. The Borough's consent to such extensions shall not beunreasonablywithheld, provided that the interruption of the Redeveloper's access to the relevant parcel(s) is not the result of unreasonable actions or inactions on the part of theRedeveloper. Such extensions shall not be for a period longer than the period of such interrupted access. e) In the event that this Agreement is not terminated in accordance with the provisions of this Section on the basis of the Environmental Due Diligence orGeotechnicalDueDiligencestudies, then Redeveloper shall, at its own cost and expense, reserving any and all rights against third parties, undertake, perform and complete allenvironmentalinvestigation, remediation, wetlands delineation and mitigation and other activities for the cleanup or containment of Hazardous Substances at, in or under the parcels of property contained within the Project Premises as necessary for fulfillment ofitsobligationsunderthisAgreement. Redeveloper shall also, at its own cost andexpense, remedy or otherwise address any geological, geotechnical, geophysical or otherunfavorableconditionsinamannerselectedthatwillinsurethesuccessfulcompletionof the Project. Borough shall have no obligation with respect to the investigation ofenvironmentalorgeotechnicalconditionsonanyoftheparcelsofpropertycontained within the Project Premises and Borough shall have no obligation with respect to theremediationofenvironmentalorgeotechnicalconditionsontheProjectPremises. f) In accordance with Section 2.12 (g) below, Redeveloper shall undertake, finance, perform and complete all Environmental Due Diligence studies,Geotechnical Due Diligence studies, investigations, remediation, and other activities for the cleanup or containment of Hazardous Substances and the correction of anygeological, geotechnical and geophysical conditions upon the Project Premises (the Remediation Costs 17 h) Redeveloper shall undertake all wetlands delineation, permitting and mitigation of the Project Premises necessary to construct the Project and bear all costs associated with same. SECTION 2.13 Traffic Impact Study Redeveloper shall provide Borough and the Planning Board with a traffic impact study for the Project in connection with its Governmental Application for approval of the General Development Plan. SECTION 2.14 Condition of Site After Commencement of Construction of the Project, Redeveloper shall to the extent practicable keep the Project Premises free from any substantial accumulation of debris or waste materials and shall maintain in good condition any landscaping and amenities required under the final site plan. SECTION 2.15 Neighborhood Impacts Redeveloper and the Borough acknowledge that the construction of the Project may have certain impacts on the neighborhoods in the vicinity of the Project. Although it is anticipated that the Project will provide many positive effects on the community, it is also recognized that it may result in some temporary inconveniences during the time that construction takes place and potentially for a short time thereafter. As such, the Redeveloper shall make reasonable efforts to minimize any temporary inconveniences that arise provided that such minimization efforts are within the authority and ability of the Redeveloper. SECTION 2.16 Traffic Redeveloper and Borough agree that the direction, flow and amount of traffic in and around the Project Premises is an issue to be addressed during the construction of the Project, as well as after its completion. Redeveloper shallexertreasonableeffortstominimizethetrafficeffectsoftheProjectuponthesurrounding neighborhoods. SECTION 2.17 Certifications Upon the written request of either party, but not more frequently than quarterly, the Redeveloper or the Borough shall deliver to therequestingpartywithinfourteen (14) days after the request, a written instrument dulyexecutedandacknowledgedcertifyingthatitisnotawareofanycondition, event or act which would constitute a violation of this Agreement and setting forth whether or not the other party is in default of this Agreement and if so, stating the nature of such default. ItisacknowledgedandagreedtobytheRedeveloperandtheBoroughthatsuchcertificationmayberelieduponbyanyFinancialInstitution, lender, mortgage assignee, prospective mortgage assignee or prospective purchaser of the Project Premises or any portion thereof. SECTION 2.18 Cer tificates of Occupancy and Certificate of Completion . Upon completion of the construction of each separate structure within any phase of theoverallprojectandinaccordancewiththeGovernmentalApprovals, the Redevelopment Plan and this Agreement, the Redeveloper shall apply for and receive a Certificate of r Upon;;the,Redeveloper's receipt of a Certificate of Occupancy for the relevant structure(s), the Borough agrees to issue a Certificate of Completion, for the purposes of releasing the Covenants and Restrictions referenced in this Agreement and those imposed pursuant to the Redevelopment Law. The Certificate of Completion shall be in proper written form and shall constitute a recordable, conclusive determination that with respect to the structure(s) identified in the Certificate of Completion, the Redeveloper has performed all of its duties and obligations under this Agreement and has completed construction of same in accordance with the requirements of the Redevelopment Plan and this Agreement. Upon the Borough's issuance of a Certificate of Completion and in accordance with Section 5.3, hereof, the Covenants and Restrictions identified in Section 5.1(a) -(g) inclusive and in Section 5.10) and (k) shall cease and terminate with respect to the subject structure(s). Upon issuance of the Certificate of Completion, the conditions determined to exist at the time the Project Premises (or that portion thereof developed and constructed upon relating to the relevant structure(s)) was designated to be "an area in need of redevelopment" shall be deemed to no longer exist, and the land and the relevant structure(s) shall no longer be subject to eminent domain. If the Borough shall fail or refuse to provide the Certificate of Completion within sixty (60) days after written request by the Redeveloper, the Borough shall provide to the Redeveloper a written statement setting forth in detail the respects in which it believes that the Redeveloper has failed to complete the structure or the relevant structures of the Project (as the case may be) or any of the Improvements that relate to the relevant structure(s) in accordance with the provisions of this Agreement or is otherwise in default under this Agreement and what reasonable measures or acts will be necessary in order for the Redeveloper to become entitled to receive a Certificate of Completion. SECTION 2.19 Proposed Completion Dates. The parties to this Agreement acknowledge and agree to diligently attempt to complete each material step of the redevelopment process pursuant to the proposed completion dates contained in the Project Schedule, subject to the occurrence of an Event of Force Majeure or other Tolling Event. In the event of an Event of Force Majeure or other Tolling Event, either party may request an extension of any affected proposed completion date within thirty (30) days of the occurrence of the Event of Force Majeure or other Tolling Event. Said request shall not be unreasonably denied by the other party. SECTION 2.20 Prohibition Against Suspension Discontinuance or Termination The Project Schedule shall control the progress and completion of each phase of the overall Project. Redeveloper will make a good faith effort to diligentlyadheretotheproposedcompletiondatessetforthintheProjectSchedule, subject only to relief resulting from the occurrence of an Event of Force Majeure or other "Tolling Event ". ILI limited 'or prevented as a direct result of such occurrence ( s). SECTION 2.21 Restoration of Project Improvements Borough agrees that Redeveloper shall have the right to restore to its original condition any structure or otherImprovementthatisdamagedordestroyedpriortotheissuanceofaCertificateofCompletion, regardless of any change in the Borough's rules, regulations or ordinances. Any such restoration must be consistent with this Agreement. SECTION 2.22 Cooperation Both parties shall fully cooperate with each other as necessary to accomplish the Project, including the good faith negotiation of any additional agreements that may be required in order to effectuate the goals and objectives of this Agreement, provided, however, that such actions shall not result in a materialincreaseintheparties' respective obligations hereunder or material decrease in the parties' respective rights hereunder. SECTION 2.23 Term. This Agreement shall become effective upon the Effective Date, and with regard to each phase of the overall project shall remain in full force and effect from such date until the Project has been implemented and completed, as evidenced by the issuance of the Certificate of Completion for the last structure(s), Improvement or Infrastructure Improvement, in accordance with the terms of thisAgreement, the Redevelopment Plan and the requirements of the approved final site plan and any other Governmental Approvals. ARTICLE 3 GENERAL REPRESENTATIONS AND WARRANTIES SECTION 3.1 Re and Warranties by R edeveloper. Redeveloper hereby represents and warrants the following to Borough for the purpose of inducingBoroughtoenterintothisAgreementandtoconsummatethetransactionscontemplated hereby, all of which shall be true as of the Effective Date of this Agreement: a) Redeveloper is a Limited Liability Company of the State of New Jersey, is qualified to do business and is in good standing under the laws of the State ofNewJersey, and has all requisite power and authority to carry on its business as now andwheneverconducted, and to enter into and perform its obligations under this Agreement. b) Redeveloper has the legal power, right and authority to enter intothisAgreementandtheinstrumentsanddocumentsreferencedhereintowhich 20 c) This Agreement is duly execurea oy t cucvoivy`, -,- — . - - -- - --legally binding upon Redeveloper and enforceable in accordance with its terms. Theexecutionanddeliveryhereofshallnotconstituteadefaultunderorviolatethetermsof any indenture, agreement or other instrument to which Redeveloper is a party. d) To the best of the Redeveloper's knowledge, there are no pending,or to the best of Redeveloper's knowledge, threatened litigation, proceedings or pendingingitsdutiesandobligationsinvestigationsthatwouldpreventRedeveloperfromperformhereunderorhaveamaterialadverseeffectonthefinancialconditionofRedeveloper. e) To the best of the Redeveloper's knowledge all materials and documentation submitted by Redeveloper and its agents to Borough and its agents were,at the time of such submission, and as of the Effective Date of this Agreement, materiallyaccurate, and Redeveloper shall continue to inform Borough of any material changes in the documentation submitted. f) The Redeveloper shall, at such times as Borough may requestfurnishtheBoroughwithacompletestatementswornandsubscribedtobytheManagingMemberoftheRedeveloperidentifyingallPersonsholdingownershipinterests, equitableinterestsorbeneficialinterestsintheRedevelopertotheextentthatsuchinterestexceeds ten (10 %) percent and the extent of their respective holdings. And in the event any otherpartieshaveabeneficialinterestinRedeveloper's entity, their names and the extent ofsuchinterestpursuanttoN.J.S.A. 40:SSD:48.1, where such beneficial interest exceeds ten (10 %) percent. SECTION 3.2 Representations and Warranties b Borou h. Borough hereby represents and warrants the following to Redeveloper for the purpose of inducingRedevelopertoenterintothisAgreementandtoconsummatethetransactionscontemplatedhereby, all of which shall be true as of the Effective Date of this Agreement: a) Borough has the legal power, right and authority to enter into thisAgreementandtheinstrumentsanddocumentsreferencedhereintowhichBoroughisaparty, to consummate the transactions contemplated hereby, and to perform its obligations hereunder. b) This Agreement is duly executed by Borough and is valid andlegallybindinguponBoroughandenforceableinaccordancewithitstermsonthebasisofLegalRequirementspresentlyineffectandtheexecutionanddeliverythereofshallnot, with due notice or the passage of time, constitute a default under or violate the termsofanyindenture, agreement or other instrument to which Borough is a party. 21 Redeveloper to serve as Redeveloper oI the rrojecL rmmn- -, —. r _ Governing Body in accordance with the Redevelopment Law and any other Legal Requirements. ARTICLE 4 ACKNOWLEDGMENT OF RECEIPT OF COLLATERAL DOCUMENTS SECTION 4.1 Delivery of Collateral Documents. The Redeveloper and Borough agree that the rights, obligations and liabilities of the parties under this Agreement are conditioned upon the delivery of the executed collateral documentsreferredtointhisArticle4andherebyacknowledgethereceiptofsuchdocuments, simultaneously with the execution of this Agreement. SECTION 4.2 Documents Delivered by Redeveloper. a) A certificate of the Managing Member of the Redeveloper, to theeffectthattothebestofhisknowledgeeachoftherepresentationsoftheRedeveloper which are set forth in Section 3. 1, hereof are true and correct as of the Effective Date of this Agreement. b) Certified copies of the Certificate of Formation and Certificate of Good Standing of the Redeveloper. c) A comprehensive list of the names, addresses and phone numbers of all individuals who will comprise Redeveloper's "Project Team" including, but not limited to, those individuals who will be directly responsible for managing the Project design, Governmental Approvals and construction. Redeveloper shall provide notice to the Borough of any changes in the representatives on the Project Team. SECTION 4.3. Documents Delivered By Borough a) A certificate of a duly authorized representative of the Borough that allpropertiesoriginallydesignatedasbeingwithintheRedevelopmentAreaasspecificallyidentifiedinExhibitAattachedandannexedheretohavebeendesignatedas "an area inneedofredevelopment" in accordance with the Redevelopment Law and that each parcelofpropertyisincludedintheRedevelopmentPlanaspropertieslistedforacquisition. 22 SECTION 5.1 Redeveloper Covenants Redeveloper covenants and agrees as follows: a) Redeveloper shall carry out the Project in accordance with the provisions of this Agreement and all Legal Requirements, including, but not limited to,the Redevelopment Law, all Governmental Approvals and Environmental Laws. Suchobligationshallinclude, but not be limited to, Redeveloper making commerciallyreasonableeffortstoensurethatallconsultants, professionals, employees, agents, contractors engaged by Redeveloper or any of Redeveloper's subcontractors shall have the skill and judgment necessary to implement the Project in compliance with the termsandconditionsofthisAgreement. All activities performed under this Agreement shall be performed in accordance with the level of skill and care necessary so that the Project,upon completion, satisfies the design, materials and quality requirements of all local approvals and this Agreement. b) Redeveloper shall undertake with due diligence (i) the financing of the Project or any phase or aspect thereof, (ii) construction and development of thevariousphasesoftheproject, (iii) to begin and complete each phase of the project on orpriortothedatessetforthintheProjectSchedule, (iv) to seek tenants and purchasers, as applicable, for the Improvements. c) In the event Redeveloper wishes to materially change or modifytheImprovementsassetforthintheProjectDescriptioncontainedinExhibitDattachedhereto, Borough's written approval must be secured prior to development of the altered Improvements. d) Until the issuance of a Certificate of Completion for the specific structure(s), Redeveloper shall not use the subject structure(s), Improvements, or any partthereofforwhichaCertificateofCompletionhasnotbeenissued, in a manner that is not consistent with the Redevelopment Plan and this Agreement. e) Prior to the issuance of a Certificate of Completion, Redevelopershallnotusetherelevantstructure(s), or any part thereof for which a Certificate ofCompletionhasnotbeenissued, as collateral for any activity unrelated to this Project. f) To the extent authorized by the relevant Legal Requirements,Redeveloper shall fulfill its material obligations under any and all Project Agreements,provided, however, that this covenant is not intended to prevent Redeveloper fromcontestingthescopeornatureofsuchobligationsingoodfaithnorisitintendedtomake Borough a third -party beneficiary of such agreements. 23 cause the Project to be "c drip eYe ,using any P ublic and/or available; provided, however, that Borough shall in no way resources except as specifically provided for herein. h) Redeveloper shall not discriminate against or segregate any person, p persons, on account of race, color, religion, creed, national origin, ancestry,T ysrcab handicap, age, marital status, affectional preference or sex in the sale, lease,sublease; transfer, use, occupancy, tenure or enjoyment of the Project Premises nor shall Redeveloper itself, or any Person claiming under or through Redeveloper, establish or permit any such practice or practices of discrimination or segregation with reference totheselection, location, number, use of occupancy of tenants, lessees, subtenants, sublessees, or vendees on the Project Premises. i) Redeveloper shall refrain from restricting the sale, lease, sublease, rental; transfer, use, occupancy, tenure, or enjoyment of the Project Premises (or any part thereof) on the basis of race, color, religion, creed, national origin, ancestry, physical handicap, age, marital status, affectional preference or sex of any person. 0) Redeveloper covenants that its undertakings pursuant to this Agreement shall be for the purpose of redevelopment of the Project Premises and not for speculation in land holding. k) Redeveloper shall not, without the prior written consent of Borough: (i) effect or permit any change, directly or indirectly, in the majority ownership or control of the Redeveloper, (ii) assign or attempt to assign this Agreement or any rights herein or in the Project Premises. Notwithstanding the foregoing the Borough'spriorapprovalshallnotberequiredforthosetransfersdefinedas "Permitted Transfers" as this term is defined in Section 8.1, hereof. Redeveloper further represents and agrees for itself, its successors and assigns, that except only by way of security for and only for the purpose of obtaining thefinancingnecessarytoenabletheRedeveloperoranysuccessorininteresttoacquireany or all of the Project Premises; to construct the Project, any phase thereof or Improvement; to perform its obligations with respect to completing the Project or any phase thereof ortooperateandmaintaintheProjectPremisesoranyportionthereoforImprovementconstructedthereuponandanyotherpurposeauthorizedbythisAgreement, that theRedeveloperhasnotmadeorcreated, and that it will not, prior to the completion of therelevantstructure(s) as evidenced by the issuance of the Certificate of CompletionreferencedinSection2.18 herein, make or create, or suffer to be made or created, any sale, conveyance or Transfer in any other mode or form of the Project Premises or any portion thereof, or any Improvement or structure thereon or any part thereof or anyinteresttherein, without the prior written approval of the Borough, excepting those Permitted Transfers identified in Section 8.1, hereof. With the express prior written consent of the Borough, the Redeveloper, withoutviolatingtheprovisionsofthisSection, may effectuate a Transfer (other than a Permitted 24 obligations to be, undertaken in:thistAgreement r e e eve .financial statement; a guarantor agreement and any ` other+ documentation reasonablyrequestedbytheBoroughmustbepromptlysubmittedtoBoroughforconsideration. TheTransfereebywrittendocumentacceptableinformandsubstancetotheBorough, foritselfanditssuccessorsandassigns, and for the benefit of Borough, shall expresslyassumealloftheobligationsoftheRedeveloperunderthisAgreementapplicabletothepropertyinterestconveyedwithsuchsale, assignment or Transfer and shall agree to besubjecttoalltheconditionsandrestrictionstowhichtheRedeveloperissubjecthereunder, including the restrictions regarding the right to subsequent Transfers. AllrelevantinstrumentsandotherlegaldocumentsproposedtoeffectanysuchtransfershallbesubmittedtotheBoroughandiftheTransfereeisapprovedbyBoroughsuchapprovalshallbeindicatedtotheRedeveloperinwriting, which approval shall not beunreasonablywithheld. The Borough shall not unreasonably refuse to consent to anysuchproposedTransfer. If not approved in writing by the Borough such Transfer shall be deemed not to have been approved. SECTION 5.2 Declaration of Covenants and Restrictions. Redeveloper shallexecuteandrecordoneormoreDeclarationofCovenantsandRestrictions, approved byBorough ( "Declaration ") imposing on the Project Premises the Redeveloper CovenantsandRestrictions, and the provisions contained in Section 5.1, hereof and Section 8.1,hereof relating to Permitted Transfers, all as may be limited by the rights of a Holder granted hereunder. SECTION 5.3 Effect and Duration of Redeveloper Covenants It is intendedandagreed, and the Deeds for the parcels of property contained wit hin the ProjectPremisesshallsoexpresslyprovide, that the Covenants and Restrictions set forth inSection5.1, hereof shall be covenants running with the land and that they shall, in anyevent, and without regard to technical classification or designation, legal or otherwise,and except only as otherwise specifically provided in this Agreement, be binding, to thefullestextentpermittedbylawandequity, for the benefit and in favor of, and enforceableby, the Borough, its successors and assigns, and any successor in interest to the ProjectPremises, against the Redeveloper, its successors and assigns and every successor ininteresttherein, and any party in possession or occupancy of the Project Premises. It isfurtherintendedandagreedthattheCovenantsandRestrictionssetforthinSection5.1a) — (g) inclusive, and Section 5.16) and (k) shall remain in effect until the issuance of actureor written Certificate of Completion by the Borough for the subjec ch time such Improvement constructed upon the relevant parcel(s) of property aCovenantsandRestrictionsshallceaseandterminatewithregardtosame). The partiesalsoagreethattheCovenantsandRestrictionsprovidedinSections5.1 (h) and (i) shallremainineffectwithoutlimitationastotime; provided that such Covenants andRestrictionsshallbebindingontheRedeveloper, each successor in interest to the Project Premises, and each party in possession or occupancy, respectively, only for suc ProoJ perio as Redeveloper or such successor or party shall have title to, or an interest in, th e Premises, the Improvements and structures thereon, as the case may be. R ignge ssnay ?.estnchonse forth iii thisAgreement; b o th for and in their "own right but also for epurposesofprotectingtheinterestsofthecommunityandotherparties, public or private,in whose favor or for whose benefit such Covenants and Restrictions have been provided.Such Covenants and Restrictions shall (and the Declaration shall so state) run in favor ofBoroughfortheentireperiodduringwhichsuchCovenantsandRestrictionsshallbeinforceandeffect, without regard to whether Borough has at any time been, remains, or isanownerofanylandorinteresttherein, or in favor of which such Covenants andRestrictionsrelate. Borough shall have the right, in the event of any breach of any suchCovenantsorRestrictions, to exercise all the rights and remedies and to maintain anyactionsorsuitsatlaworinequityorotherproperproceedingstoenforcethecuringofsuchbreachofCovenantorRestriction, to which it or any other beneficiaries of such Covenant or Restriction may be entitled. ARTICLE 6 ASSEMBLAGE OF PROPERTY SECTION 6.1 Preliminary Real Property Appraisal Review Pursuant to thetermsoftheInterimCostAgreemententeredintobyandbetweentheBoroughandtheRedeveloperonAugust25, 2003, the Borough has commissioned the preparation ofpreliminaryrealpropertyappraisalsforeachparcelsofpropertycontainedwithintheProjectPremises. Upon receipt of each such appraisal, the Borough shall provide copiesofsaidappraisalstotheRedeveloperforitsreviewandapproval. The Redeveloper shall,within thirty (30) days of its receipt of each preliminary real property appraisal, have therighttoterminatethisAgreementwhere, in its sole discretion, the valuations representedexceedthatwhichitconsidersareasonabledollarvaluefortwithi pro thirty (3 If Redeveloper does not reject said preliminary real property appdays, they shall be deemed accepted and the right to terminate set forth in this Sectionshallbedeemedtobenullandvoid. The preliminary real property appraisals shall not beeffectiveforanyotherpurposeunderthisAgreementotherthantoprovidetheRedeveloperwithabasisforprivatelynegotiatingwiththerecordownersforconveyanceofanyoralloftheparcelsofpropertycontainedwithintheProjectPremisesassetforthinSection6.2, hereof and Redeveloper's rights to terminate this Agreement pursuant to this Section. SECTION 6.2 Redeveloper's Acquisition Responsibili.If Redeveloper hasnotterminatedthisAgreementpursuanttoSection2.12 or Section 6.1 hereof,Redeveloper shall use reasonable efforts, at its sole cost and expense, to acquire eachparcelofpropertycontainedwithintheProjectPremisesnecessaryfortheconstructionoftheImprovements. Redeveloper shall notify Borough within ten (10) days of anypurchasecontractsitentersintotoacquireeachoranyoftheparcelsofpropertycontainedwithintheProjectPremises. Redeveloper shall pay all real estate taxes and 26 STATE OF NEW JERSEY ss: COUNTY OF MIDDLESEX I CERTIFY that on WF 2004, /personally came before me, and this person ac l owledged under oath to my satisfaction that: a) this person is Managing Member of Carteret Landing, LLC, the entity named in this document; b) this document was signed and delivered by n ,rr as his voluntary act and deed duly authorized by the Company; an c) this person signed this proof to attest to the truth of the facts. tt Law of New Jersey 56 STATE OF NEW JERSEY xN COUNTY OF MIDDLESEX I CERTIFY that on * 2004, K; ,` Ova - f kwrAmrsonally came before me and this person ac owledged under oath to my satisfaction that: a) this person is Borough Clerk of the Borough of Carteret, the municipal corporation named in this document; b) this person is the attesting witness to the signing of this document by the proper corporate office who is Daniel J. Reiman, Mayor of the Borough of Carteret; c) this document was signed and delivered by the Borough of Carteret, its voluntary act duly authorized by a proper Resolution of the Governing Body; d) this person knows the proper seal of the Borough of Carteret which was affixed to this document; and e) this person signed this proof to attest to the truth of these facts. Kafhleen M. Bamey, Borough Clerl Signed and sworn before me on `Nk, 2004 Robert J. Bergen, Esq. Attorney at Law State of New Jersey 57 CHROME WATERFRONT REDEVELOPMENT AREA Pursuant to the Chrome Waterfront Redevelopment Investigation Report performed on behalf of the Borough of Carteret by Schoor DePalma, Inc., 200 State Highway Nine, P.O. Box 900, Manalapan, New Jersey; and adopting Ordinance of the Governing Body of the Borough of Carteret, the Chrome Waterfront Redevelopment Area consists of the following lands and Improvements: Tax Block Tax Lot Street Address 4 1 4000 Industrial Avenue 4 2 (C.O.100)100 Middlesex Avenue 4 2 (C.O.200)100 Middlesex Avenue 4 2 (C.O.300)100 Middlesex Avenue 4 2 (C.O.400)100 Middlesex Avenue 4 3 off) Middlesex Avenue 4 4 Middlesex Avenue 5.1 1 230 Roosevelt Avenue 5.1 1.02 Roosevelt Avenue 5.1 1.03 186 Roosevelt Avenue 5.1 2 220 Roosevelt Avenue 5.1 5 180 Roosevelt Avenue 5.1 6 182 Roosevelt Avenue 5.02 1.01 off) Roosevelt Avenue 5.02 2.01 off) Roosevelt Avenue 5.02 1.02 off) Roosevelt Avenue 5.02 1.03 oft) Roosevelt Avenue 6.1 1 339 Roosevelt Avenue 6.2 12 259 Roosevelt Avenue 500 Various Parcels Consolidated Rail Corporation Rights of Way co The Chrome Waterfront Redevelopment Plan attached and annexed to this Exhibit B wasdulyadoptedbyOrdinanceoftheBoroughofCarteretBoroughCouncilonFebruary20, 2003. 59 Redevelopment Plan Chrome Waterfront Redevelopment Area Situated in the Prepared by SCHOOR DEPALMA INC. 200 Route 9 North Manalapan, NJ 07726 February 2003 D avid G. Rober David G. Roberts, P.P., A.I.C.P., CLA Professional Planner, N.J. License # 03081 BOROUGH OF CARTERET MIDDLESEX COUNTY, NEW JERSEY TABLE OF CONTENTS SECTION1 - INTRODUCTION .................................................................... ..............................1 1.1 BACKGROUND ............................................................................. ..............................1 1.2 STATUTORY BASIS FOR THE REDEVELOPMENT PLAN ..... ..............................2 1.3 DESCRIPTION OF THE CHROME WATERFRONT REDEVELOPMENT AREA 3 Redevelopment Area .............................. ............................... SECTION 2 - REDEVELOPMENT GOALS AND POLICIES ..................... .............................. SECTION 3 - ACQUISITION AND RELOCATION .................................... .............................. 3.1 Properties to be Acquired ................................................................. .............................. 3.1 Relocation ........................................................................................ .............................. 7 SECTION 4 - RELATIONSHIP TO OTHER PLANS ........................ ............................... 9 9 4.1 Municipal Land Use and Zoning .............................. ...............................9 4.2 4.3 Sewer and Water ............................................................................. ............................... Transportation and Public Transportation ....................................... ..............................9 4.4 Relation to Master Plans of Adjacent Municipalities .............................9 4.5 Relation to County Plan and State Development Plan ................ ............................... 4.5.1 The Strategic Plan for Middlesex County's Urban Center ........... .............................. 4.5.2 The State Development and Redevelopment Plan ...................... ............................. SECTION 5 - REDEVELOPMENT PLAN ................................................... ... ........... 12 5.1 12 Land Use Options ........................................................................... .............................12 5.2 Redevelopment Standards ............................................................... .............................15 5.2.4 - Bulk Standards ............................................................................... ...............................I S 5.3 - Additional Requirements .................................................................... .............................15 5.3.1 Signs: .................................................... ........... ............................... 5.3.2 Parking, Loading, Access: .......................................................... 5.3.3 17 Non - Applicable Sections: ........................................................... 5.3.4 Stormwater Management: .................................... ............................. 17 5.3.5 5.3.6 Street, Curbs and Sidewalks: .................................................... .. ............................. 17 Landscaping, Buffers, Pedestrian Circulation and Amenities: ................................17 INFRASTRUCTURE IMPROVEMENTS ..... .............................17 SECTION 6 — APPROVALS 6.1 Subdivision/Site Plan ...................................................................... ............................. 6.2 Infrastructure Improvements .......................... ............................... . ............................. SECTION 7 — CERTIFICATE OF COMPLETION ...................................... ............................. 7.1 Certificate of Completion ............................................................... ............................. 18 LIST OF EXHIBITS Exhibit No. 1 Chrome Waterfront Redevelopment Concept Plan 2 Acquisition Parcels Map 3 Land Use Plan Map 4 Zoning Map LIST OF FIGURES Carteret Zoning Map 1.1 Existing Permitted Uses in the LI and HI-B Zones 1.2 Waterway Linkage to Manhattan and Jersey City 1.3 Uses RM and PWD (Planned Waterfront 5.1 Permitted Development) Areas Bulk Standards in Redevelopment Area 5.2.4 SECTION 1 - INTRODUCTION 1.1 BACKGROUND The Borough of Carteret, Middlesex County ( "Carteret") consists of a mix of residential neighborhoods, commercial properties and significant industrial areas. Carteret has anindustrialbackgroundinpartduetoitswaterfrontlocationontheArthurKillandthe Rahway River. The Chrome Waterfront Redevelopment Area (hereinafter referred to as Redevelopment Area ") is located in the southeasterly section of the Borough, proximate to the Arthur Kill waterway, Noe's Creek, Industrial Road and RooseveltAvenue. Residential and commercial sections of the "Chrome" neighborhood are located directly to the southwest. Directly to the east across the Arthur Kill is StatenIsland, New York, with the predominant and most visible feature being the massive Fresh Kills Landfill. The Redevelopment Area was dominated in the early part of the 20` Century by theAmericanAgriculturalChemicalCo., which had used this site for fertilizermanufacturingandstorageupuntilapproximatelythirtyyearsago. Most buildings were removed from the site by the early 1970's. The property is now owned by E.I. DuPont De Numours & Co., which is completing environmental remediation activities under the supervision of the New Jersey Department of Environmental Protection. Returning this36acresofvacantwaterfrontpropertytoproductiveusebenefitingBoroughresidentsis an immediate goal of the Borough. In addition, the industrial development along its waterways has traditionally precluded public access to them by Borough Residents for recreational purposes. Fostering anenhancedrelationshipbetweentheArthurKillwaterfrontareaandBoroughresidents presents a substantial challenge, particularly based on established property ownershippatternsandlimitedaccessibility. However, approximately 15 years ago, the Boroughobtainedan17 -acre parcel from the Formost Corporation once used by Ichabod T. Williams Logs and Lumber (defunct) for loading/offloading of barges on the ArthurKill. Much of this acreage consists of water area and wetlands, though there are uplandareascomprisingvegetation, natural areas and a walking trail. Regrettably, access byresidentstothisBorough -owned area is limited. Motorists must drive across privately owned land to access the waterfront, and parking areas on privately owned land have not been suitably improved to address parking needs. While a walking trail facilitatespedestrianaccesstothewaterfront, the trail is within a remote, narrow strip of land that is not adequately illuminated or identified. Despite the current practical limitations for gaining access to the Borough's waterfrontproperty, the Borough has developed a laudable concept plan that focuses on recreation,parking and overall user - friendliness. The Borough envisions new, water- orientedfacilitiessuchasanupgradedfloatingdock, fishing pier, and boat launch. Theseamenitieswillreplaceanexistingconcretedock (previously used for heavy industrialactivities) that was in an acute state of disrepair and has recently been removed.Improved vehicular access, watercraft access and an expanded public parking area are The Chrome Waterfront Redevelopment Plan 1 Borough of Carteret, NJ desired. Finally, other planning initiatives underway have direct relationships to the revitalizationoftheRedevelopmentArea. Efforts towards revitalizing sections of the nearby Chrome neighborhood, particularly within the Lower Roosevelt Ave to densely developed opportunities to rethink the waterfront area's relationshipoftheBorough. For instance, the recent construction of the Meridian Squareareasrentalapartmentcommunityonanenvironmentallyconstrainedsiteadjacenttothe Redevelopment Area provides the economic impetus for the Borough to link Chrome's co, there is an housing and revitalization initiatives to the waterfront area. Bard'svStrategic Plan,opportunity to foster consistency with the County Planning ing which is under development. The Strategic Phan e}nvissions a c astalth l Killndand between Joseph Medwick Park along This coastal trail would facilitate improvedeventuallysouthtotheRaritanBaywaterfrontaccessforresidentsoftheBoroughandoftheregion, and would pass directly through the Redevelopment Area. This Redevelopment Plan seeks to enable the coordinated redevelopment of the Chromeainawayafacil re of Waterfront Redevelopment Areof the patto an extension of thetrecentatransitioninthe land and water uses from the heavy industry P tre ort enhanced commuter linkages New YYo k C ty as as locallccommerce- um t wr support o ll s 1.2 STATUTORY BASIS FOR THE REDEVELOPMENT PLAN Section 7 of the Local Housing and Redevelopment Law sets forth certain criteria that istobeaddressedinaredevelopmentplan. This section (NJSA 40A:12A -7) states that: a. with a redevelopment plan adopted by turd nance the municipal governing body, is located upon its finding that the specifically delineated project area r in both, an area in need of redevelopment or in an area in need of rehabilitation, or according to criteria set forth oappro 5 or section 14 of P.L. 1992, c 79 C.40A:12A -5 or 40A -14), as apP P The redevelopment plan shall include an outline for the planning, development, redevelopment, or rehabilitation of the project area suff cie rro t indicate: 1. Its relationship to definit l obj ectivesimproved t tra cand public uses, density of population, acilitiestransportation, public utilities, recreational and community f and other public improvements. 2. Proposed land uses and building requirements in the project area. 3. Adequate provision for the temporary and permanent relocation, as Ira ('brume Waterfront Redevelopment Plan z necessary, of residents in the project area, including an estimate of the extent to which decent, safe and sanitary dwelling units affordable to displaced residents will be available to them in the existing local housing market. 4. An identification of any property within the redevelopment area which is proposed to be acquired in accordance with the redevelopment plan. 5. Any significant relationship of the redevelopment plan to (a) the master plans of contiguous municipalities, (b) the master plan of the county in which the municipality is located, and (c) the State Development and Redevelopment Plan adopted pursuant to the State Planning Act, " PL 1985, c. 398 (C.52:18A -196 et seq.). b. A redevelopment plan may include the provision of affordable housing in accordance with the "Fair Housing Act, " PL 1985, c.222 (C.52: 27D -301 et seq.) and the housing element of the municipal master plan. C. The redevelopment plan shall describe its relationship to pertinent municipal development regulations as defined in the Municipal Land Use Law, " PL 1975, c.291 (C.40:55D -1 et seq.). The redevelopment plan shall supersede applicable provisions of the development regulations of the municipality or constitute an overlay zoning district within the redevelopment area When the redevelopment plan supersedes any provision of the development regulations, the ordinanceadoptingtheredevelopmentplanshallcontainanexplicitamendmenttothe zoning district map included in the zoning ordinance. The zoning district map asamendedshallindicatetheredevelopmentareatowhichtheredevelopmentplan applies. Notwithstanding the provisions of the "Municipal Land Use Law" PL1975, c. 291 (C.40:55D -1 et seq.) or ofother law, no notice beyond that required for adoption of ordinances by the municipality shall be required for the hearingonoradoptionoftheredevelopmentplanorsubsequentamendmentsthereof. 1.3 DESCRIPTION OF THE CHROME WATERFRONT REDEVELOPMENT AREA (Redevelopment Area) The Chrome Waterfront study area (hereinafter referred to as "Study Area ") is located in the southeasterly section of the Borough, proximate to the Arthur Kill waterway, Noe's Creek, Industrial Road and Roosevelt Avenue. Residential and commercial sections of the "Chrome" neighborhood are located directly to the southwest. Directly to the east across the Arthur Kill is Staten Island, New York, with the predominant and most visible feature being the massive Fresh Kills Landfill The site is located in the Heavy Industrial Zone (HI -B), except for Block 6.2, Lot 1, which is in the Light Industrial (LI) Zone, as shown in Figure 1.1. A description of the permitted and prohibited uses in the LI and HI- B Zone follows in Figure 1.2. The Chrome Waterfront Redevelopment Plan 3 Borough of Carteret, NJ t T , u, -Figure Olt Figure 1.2 PERMITTED USES Li bt Industrial LI) & Hea Industrial B Prohibited Uses Permitted Uses I . Business, professional and governmental 1. P toprocessing or distribution. production, offices. 2. Research, experimental and testing laboratories. 3. Wholesale offices and showrooms with accessory storage of goods. 4. Screened storage and warehousing. 5. Light Industrial manufacturing. 6. Open storage, subject to all yard bulk requirements. 2. Painted exterior wall signs. 3. Junkyards and garbage dumps. 4. All tanks, except as otherwise noted in this article. 5. Refining, processing, distribution, transmission and storageofanygasoline, crude oil or the manufacture of bottled fuelgasoranyoftheprincipalproductsorby- products of the petrochemical industry. 6. All uses or substances as specified for the HI -B Zone of this article. 7. Tanks for storage of material, provided that Ththecumulativegrosscapacityofeachtank7. exCeptlas ran accessory rttr or vehicle, o a permitted use. does not exceed 15,000 barrels. 8. Billboards. The Chrome Waterfront Redevelopment Plan 4 Borough of Carteret. NJ SECTION 2 - REDEVELOPMENT GOALS AND POLICIES It is the goal of Carteret to maximize its social and economic potential and to assure that the land within its boundaries be fully productive and serve the public health and welfare. This Redevelopment Plan seeks to attract and facilitate the development of the Chrome Waterfront Redevelopment Area, taking full advantage of the waterway linkages to the employment centers of Manhattan and Jersey City via the Kill Van Kull (Figure 1.3) and the physiographic benefits of the site. The current LI and HI -B zoning of the redevelopment area is not compatible with this vision. The redevelopment of the Chrome Waterfront Redevelopment Area will change the face of Carteret's waterfront and stimulate neighborhood commercial uses along Lower Roosevelt Avenue in the Chrome neighborhood, as well as providing sorely needed recreational opportunities for Carteret residents. Therefore, it is the intent of this Redevelopment Plan to reach the following goals and objectives for the Borough of Carteret: A. The development of a mixture of residential uses, supportive neighborhood retail services, recreational opportunities that will add needed taxable improvements to the Borough's ratable base and advance the revitalization of the Chrome section of Carteret without adding significantly to the cost of Borough services. B. The remediation of brownfield sites such as the Dupont property and Carteret Materials. C. The enhancement of economic development opportunities that can support existing businesses with new customers residing within walking distance of Lower Roosevelt Avenue. D. The creation of a water -based commuter village with convenient ferry service to Staten Island, Jersey City and Manhattan and a variety of new waterfront recreational uses. Figure ] Potential Waterway Linkage u Manhattai and Jersey City The Chrome Waterfront Borough of Carteret, NJ F wz SECTION 3 - ACQUISITION AND RELOCATION 3.1 Properties to be Acquired The properties proposed for acquisition and redevelopment for permitted uses inhthisPlanareidentifiedonthemapentitlec4uisitionParcels (Exhibit accordance wit ro erties that are identified for rehabilitation by private2). This map also shows p Ppropertyownersinconformance with the permitted uses of this Plan. 3.1 Relocation Certain commercial and/or industrial operations in the redevelopment area will have togoalsandobjectivesrelatingtomixed -use residential,further redevelopment g be relocated from their current places of business. Existing development that does no neighborhood commercial, recreational and limited community retail redevelopmentshouldberelocatedtocommercialorlightindustrialareaswithintheBoroughthatare more conducive to said uses. e ight distribution recommended gl en the opti n ofeselling their Duie Pyle Inc. trucking and freigh ortunity to negotiate a land swaplandholdingsforfairmarketvalueor .provided the oppTAsanalternative, the Redevelopment Agency will provide fairforasiteintheLandfillReclamationRedevelopmentDistrictclosertoExit12ofe is also New Jersey Lot 1.03 and will provide relocation assistance. itmarketvalueforBlock5.2, & E Auto Body,o ccupied byrecommendedhatlock5.1, Lot 2, n for relocating privately by the d redeveloper, inctiding suitable compensatoctoensuresuccessful relocation ofthebusinesstoamoresuitableheRedevelopmentelopmentAgteen closer to Exit 12. A relocation o is er will be designated by enses. affected businesses, and to organize fiords for moving exp The Chrome Waterfront Redevelopment Plan Borough of Carteret, NJ pCQUISYT I _ ON LEGEND P ti Acquire for Redevelopmen Acquire far Rehahilitation or i RedeveloPment Consistent With Plan Y Y 1 wfd J j BOROUGH OFCARTERET Chrome Nla?z rfnxa Re dzazla prnen ?Flan n14'90? De*_:Januar 2003 Our Pn ssyjzR 02- ------ The Chrome Waterfront Redevelopment Plan Borough of Carteret. NJ r W M, ( i ScF1,30R.DEFPIMA a Y Y 1 wfd J j BOROUGH OFCARTERET Chrome Nla?z rfnxa Re dzazla prnen ?Flan n14'90? De*_:Januar 2003 Our Pn ssyjzR 02- ------ The Chrome Waterfront Redevelopment Plan Borough of Carteret. NJ r W M, ( i ScF1,30R.DEFPIMA s SECTION 4 - RELATIONSHIP TO OTHER PLANS 4.1 Municipal Land Use and Zoning The redevelopment area is currently located within the Light Industrial and HI -B Heavy Industrial Zoning Districts. The Carteret Borough Master Plan Reexamination (1998) envisions the redevelopment of the area and the development of public recreational uses of the Arthur Kill waterfront. The goals, objectives and standards contained herein are therefore consistent with the Borough's Master Plan. Section 5 discusses the degree to which local zoning regulations are supplemented by the standards contained herein. 4.2 Sewer and Water The redevelopment area is within public water and sewer service areas. It is anticipated that mains will be extended to serve the project. 4.3 Transportation and Public Transportation The Redevelopment Plan notes the opportunities for public transportation offered by the potential for commuter ferry service up the Arthur Kill through the Newark Bay toStatenIsland. It also notes the potential for bus transportation along Lower Roosevelt Avenue from Woodbridge through Carteret to Exit 12 of the New Jersey Turnpike. Finally, the existence of freight rail right -of -way through the redevelopment area offersthepotentialtoconsiderthepossibilityofalightrailconnectiontothecommuterrail system. 4.4 Relation to Master Plans of Adjacent Municipalities Municipalities that border Carteret are Woodbridge Township in Middlesex County andLindenandRahwayinUnionCounty. The redevelopment area is separated from both Woodbridge Township and the City of Rahway by existing heavily industrialized areas. Therefore, the proposed mixed -use residential, neighborhood commercial, recreational and limited community retail land uses in the redevelopment area are not anticipated to have a measurable impact on either municipality. 4.5 Relation to County Plan and State Development Plan 4.5.1 The Strategic Plan for Middlesex County's Urban Center The Redevelopment area is located within the Arthur Kill & Raritan Bay Shore Strategic Planning Area, and has historically been deemed appropriate for commercial development and redevelopment. The Strategic Plan envisions a coastal trail extending between Joseph Medwick Park along the Rahway River to the Arthur Kill, and eventually south to the Raritan Bay. This coastal trail would facilitate improved waterfront access for residents of the Borough and of the region, and would pass directly through the Study Area. The Chrome Waterfront Redevelopment Plan Borough of Carteret, NJ 4.5.2 The State Development and Redevelopment Plan the The entirety of the by the S ate Developme t and Redevel pment (SDRP)g The PA -1) as set forth byintentoftheSDRPinthe PA-1 is to: provide for much of the state's future redevelopment; revitalize cities and towns; promote growth in compact forms; stabilize older suburbs; redesign areas of sprawl; and protect the character of existing stable communities.to This redevelopment plan is entirely consistent with the intentPromotes the fol as relates policy the PA -1. Additionally, this redevelopment planobjectivesoftheSDRPastheyrelatedtothePA -1: Land Use: Promote redevelopment and development in Cores andNeighborhoodsofCentersandinNodesthathavebeenidentifiedthrough cooperative regional planning efforts. Promote diversification o°pment nand including housing where appropriate,enhance their linkages to the rest of the community. Ensure efficient andbeneficialutilizationofscarcelandresourcesthroughoutthePlanningAreatostrengthenitsexistingdiversifiedandcompactnature. Economic Development: Promote economic development by encouragingstrategiclandassembly, site preparation and infill development,public /private partnerships and infrastructure improvements that support anidentifiedroleforthecommunitywithintheregionalmarketplace. EncourageE job training and other incentives to retain and a ttract busines e s s regulations private sector investment through supportivea and expedited review ofpolicies, and programs, including tax Policiesproposalsthatsupportappropriateredevelopment. Natural Resource Conservation: Reclaim environmentally damaged sitesandmitigatefuturenegativeimpacts, particularly to waterfronts, scenicvistas, wildlife habitats and to Critical Environmental Sites and Historic and Cultural Sites. Give special emphasis to improving air quali Use opityidentity, and p al space to reinforce neighborhood and communlinearsystems, including regional systems that link to other Planning Areas. Redevelopment: Encourage redevelopment at intensities sufficient to supporttransit, a broad range of uses and efficient use of infrastructure. Promotedesignthatenhancespublicsafety, encourages pedestrian activity andreducesdependencyontheautomobile. The Chrome Waterfront Redevelopment Plan 0 Borough of Carteret, NJ Public Facilities and Services: Complete, repair or replace existinginfrastructuresystemstoeliminatedeficienciesandprovidecapacityforsustainabledevelopmentandredevelopmentintheregion. Encourage theconcentrationofpublicfacilitiesandservicesinCentersandCores. to Moreover, this redevelopment plan seeks to further the Dand p s ewide ecti of protect the environment, prevent and clean up p , actively pursuing "... public /private partnerships, the latest technology and strictenforcementtopreventtoxicemissionsandcleanuppollutedair, land and water withoutshiftingpollutantsfromonemediumtoanother, from one geographic location to another." The Chrome W Redevelopment Plan tl Borough of Carteret, NJ SECTION 5 - REDEVELOPMENT PLAN Redevelopment Plan for the District provides the frarnework for the implementation of theTheprojecttoachievethegoalsandobjectives. 5.1 Land Use Options higher density residential The Redevelopmen Plan is intended to accommodate a mix of uses with supportive the development of a variety of waterfront and recreationalortiveneighborhoodretailservices, conversion of industrial building community retail uses and The range of these uses is a dram atic the A Kill (See Exhibit 3). s Zoning ordinance in order to uses along those permitted under the Borough the combination of departure fromtransformthe Chrome waterfront Redevelopment Area using Borough -owned land and the 36 acre E.I. Du Pont De Nemonrs & Co. Brownfield site. 5.2 Redevelopment Standards Provide the It isofaconformingproject. 5.2.1 - Purpose The intent of these redevelopment standards m thetandazds to developer with guidelines in development standards to provide flexibility also the purpose of the redevelopaccomplishasuccessfulproject. Development Ordin52.2 _Definitions: The words used in the ance adopted May 2000RedevelopmentPlanshallhaveesame definition as included Definitions* sttecifically deft° dherein.and as amended, unl specifically in the Carteret Lan t d Development Ordinance 5,2,3 - mestandards contained within the Redevelopment Plan be theOtherStandards: the supersede existing regulations The 2000, as amended. The Land Developmen ecifically set forth m thisadoptedMaysiterequirementsorotherstandardsnotspregulationsforany plan. FIGURE 5.1 pER14T FD USES AREDEVELOPMENTARE CHROME wp'TERggONT permitted Uses permitted Uses P" Zone RM Zone dwellings as 1. Multifamily dwellings as regulated in the R-Townhouse single - family M(G) Zone. regulated in the R -M(' Zone. 2 Townhouse single- family dwellings assasregulatedinregulatedintheRM(T) Zone.Multifamily dwelling the R -M(G) Zone. storage 3 Wholesale outlet stores with accessory of goods. 4. Retail business and personal serviceestablishmentswhichareclearlyofaservicecharacterandneededforme -or- ess dailyshoppingbyPersonsresidingnearby ' 5. Service establishments dealing directly with consumers - 6 Business, Professional and governmentaloffices, banks and fiduciary institutions. 7 . Reta uses except that no outdoor sto ge is permitted. materi g. Child -care centers, subject to §160 -13 9. Indoor and Outdoor recreational uses, including golf courses, fishing piers and boating facilities such as boat ramps, docks, slips and dry storage areas. 1 o. Water-dependent uses such as marinas, watertaxis, excursion boats, ferry service, boat and watercraft rental. ncluding governmental11. Municipal facilities, iofficespublicworks facilities, water atreatmentfandittotherusesof recreational facilities subj ect to the approvaBorough -owned land of the Borough Council. 13 nCommunity Retail Commercial riResidential Municipal Facilities planned Development Public Park I . ! BOROUGH OF CARTERET Chrome Waterfront Redevelopment Plaa nu a x+703 Our Project #020149902 5.2.4 - Bulk Standards (See Exhibit 4 for Zoning Map) Bulk Items M Planned Waterfront 30 20' Density 45 per acre 35 De clud ng common acre, Any lot created for the purpose of creating a , pad site for the occupancy of a structure for separateownershiporleaseholdwithinalargertractconsistentwiththisplanshallnotbesubjecttolotarea, dimensional or setback requirements azd; No rear yard is required for Through lots shall be consideredatolive one front yard and one rear y those properties backing to the ARh'Buildings and structures on Borough -awned land are exempt from these standards 5.3 - Additional Requirements 5.3.1 Signs: e Section 160- 113.D: "Nonresidential signs ".See Carteret Zoning Ordinanc 5.3.2 Parking, Loading, Access: A. Office — 3 spaces per 1,000 sf. B. Residential — Subject to Residential Site improvement Standards (RBIs), as amended. C. Other Permitted Uses — As per Borough Land Development Ordinance. The above off-street parking and loading standards shall apply, except where thebereduced plarming Board determines that said standards may t up he need4dfoor on-r to account for shared parking and loading demands which diminish t site parking and loading- shall be Where possible, crossfacilitisnloading areas and driveways /acce s roads betweersharingofparking lots. LEGEND RM — Multifamily Res PWD — Pla" rtWaterfon It-IllDevelopment iy BOROUGH OF CARTERET chmme Waterfmirm RedP%PlOPmentplar' Our p t u0 ^0149902 D.itktJan 2003 z () N Ir z ti S CHID OR DEPAL NIA J wK 16 5.3.3 Non - Applicable Sections: The following sections of the Borough Land Development Ordinance will not apply in the Redevelopment Area: 160 -76: Blocks 160 -78: Corner lots 160 -83: Grading and Filling 160 -85: Lots 160 -98: Accessory Buildings160 -109: Maximum number of principal uses or buildings per lot 5.3.4 Stormwater Management: The stormwater management facilities shall meet requirements set forth by the New JerseyDepartmentofEnvironmentalProtection, as necessary for required permits. 5.3.5 Street, Curbs and Sidewalks: The proposed improvements shall meet the requirements set forth in the Land DevelopmentOrdinanceatSections160-79,160-9 160 -94 and 160- 107.D. 5.3.6 Landscaping, Buffers, Pedestrian Circulation and Amenities: Proposed improvements shall meet the landscaping, buffering, and pedestrian circulation andamenitiesstandardssetforthinSection160 -77, 160- 138.G(1)(h)(i) of the Borough Ordinance. SECTION 6 - APPROVALSIINFRASTRUCTU IMPROVEMENTS 6.1 Subdivision /Site Plan Except as otherwise provided in this Redevelopment Plan, any redevelopment project carried o in the Chrome requi of the Carteret Land Development Ordinance. to meet the Subdivision and site plans for any redevelopment project are required to be submitted totheCarteretPlanningBoardforreview, public hearing and approval. No site plan shallbesubmittedunlessthenecessaryinfrastructuretosupportthatintensityofdevelopment is part of such site plan or already approved. A public hearing will be required as part of the approval process. Individuals will benotifiedasrequiredundertheNewJerseyMunicipalLandUseLaw. Input from the v4 ,I ment Plan 17 property owners and general public will be made at the public hearing. 6,2 Infrastructure Improvem i As a condition of redevelopment of the District, certain in frastructure impmustbemadetothesite. The infrastructure improvements anticipated for the District include: otable water and sewer mains• um station. Construction of on -site P potable water, sewer mains and a sew system.system. b Construction of off sitesystem including a storm water managas, cable television, and telephone facilities.C. Construction of a road sy d. Construction of electric, g SECTION 7 - CERTIFICATE OF COMPLETION 7.1 Certificate of Completionroe -t undertaken under a redeveloper agreement executeleteuntilaCertificateofCompletion isAredevelopmentpjrequirementsofthe rnent entity based on a determination that all req Certificate ofptothisPlanshallnotbedeemecomp on issuance of aissuedbytheredeveloperagreementonwhichthfulfilled. ederedevelopment project is located shall no longerredevelop parcel upCompletion, the Pbeinneedofredevelopment . Io EXHIBIT C PROJECT PREMISES By virtue of Resolution No. 03 -228 duly adopted by the Governing Body of theBoroughofCarteretonJuly24, 2003 by Carteret Landings LLC was designated to serveasredeveloperofthefollowingparcelsofpropertyandtheImprovementsconstructed thereupon. Tax Block Tax Lot Street Address 1 4000 Industrial Avenue 4 4 2 (C.O. 100)100 Middlesex Avenue 4 2 (C.O. 200)100 Middlesex Avenue 4 2 (C.O. 300)100 Middlesex Avenue 4 2(C.O.400)100 Middlesex Avenue 5.02 1.01 off) Roosevelt Avenue 5.02 1.02 off) Roosevelt Avenue 5.02 1.03 off) Roosevelt Avenue 5.02 2.01 off) Roosevelt Avenue EXHIBIT D PROJECT DESCRIPTION The Redeveloper's project will be situated upon Tax Block 4 Lots 1 and 2 (C.O.100, C.O. 200, C.O. 300 and C.O. 400) and Tax Block 5.02 Lots 1.01, 1.02, 1.03 and2.01. As designed the project will tie into the currently existing residential aspect of theBoroughandwillprovideanextensionofsametotheimprovedwaterfront. The overall project will occur in three (3) general phases of development and construction, each of which will contain two (2) or more subphases. Sitework and Roadway Imp Each phase of development and construction will include all reasonably necessaryinfrastructureandutilityserviceimprovementsrequiredforthecompletionanduseoftherelevantphase. Such site improvements will include electric power transmission lines,television cable lines, storm and sanitary sewer conduits, related equipment and facilitiesandsecondaryandtertiaryroadwaysthelocationsofwhichwillbespecifiedinthe approved site plan. The project also will include the extension of Carteret Avenue, from RooseveltAvenueextendingeastwardtotheferrylanding; the construction of Landings Boulevard,a major cross street running parallel with the waterfront and the extension of MiddlesexAvenuefromIndustrialRoadextendingeastwardtothemarina. The extension ofCarteretAvenuewilloccurasacomponentofPhaseI. Landings Boulevard will beconstructedasacomponentofPhaseIandPhaseII. The extension of Middlesex Avenue will occur as a component of the optional Phase III. PHASE I -A Phase I -A will consist of the redevelopment of the twenty -three point nine (23.9ac.) acres component of the overall site situated east of Industrial Avenue and west of thefutureLandingsBoulevardandrunningsouthtoencompassbothsidesofthemajorityof the length of Carteret Boulevard, as extended. This subphase will consist of the development and construction of one hundredsixty -five (165) townhouses to be built over the proposed apartment units: two hundredtwo (202) apartments and two hundred fifty -two (252) age- restricted apartments. Theretail /commercial space components of this subphase will include a ten thousand (10,000sq. ft.) square feet health club facility; a big box retail space of approximately onehundredfourthousand (104,000 sq. ft.) square feet; a fifty -one thousand (51,000 sq. ft.) square feet office building; fifteen thousand (15,000 sq. ft.) square feet of office space square feet of futurealongthe Landings small offi espa e. Thissubphase will also includethe thousand ) construction of the streetscape 61 features of the Carteret Avenue extension; ancillary off - street parking areas; and miscellaneous landscape and hardscape features. PHASE I -B Phase I -B will consist of the redevelopment of the sixteen point eight (16.8 ac.) acres component of the overall site located on the east side of the future LandingsBoulevard, and running east to the waterfront and running south to encompass both sides of the eastern terminus of the Carteret Avenue extension. This subphase will consist of the development and construction of three hundredsixty -six (366) waterfront townhouses; a co- extensive portion of the waterfrontpromenade; the ferry pier landing; the recreation center; ancillary off - street parking areas; and miscellaneous landscape and hardscape features. PHASE II -A Phase II -A will consist of the redevelopment of the six point four (6.4 ac.) acres northern aspect of the overall site situated southeast of Roosevelt Avenue and west of the future Landings Boulevard. Development and construction in this subphase will include two thousand (2,000sq. ft.) square feet of small office space; approximately twenty -two thousand (22,000 sq.ft.) square feet of retail space; ninety -four (94) townhouses to be constructed over theproposedapartments; sixty (60) age- restricted elevator - accessed apartments; ancillary off - street parking areas; and miscellaneous landscape and hardscape features. PHASE II -B Phase II -B will consist of the redevelopment of the eleven point two (11.2 ac.) acres northern waterfront aspect of the overall site, east of the future Landings Boulevard southeast of Roosevelt Avenue and extending east to the waterfront. Development and construction in this subphase will include three hundred thirty - two (332) waterfront townhouses; a co- extensive portion of the waterfront promenade;ancillary off - street parking areas; and miscellaneous landscape and streetscape features. PHASE III Phase III represents an optional future aspect of the overall redevelopment project whose development and construction will be coordinated with the then - prevailingresidentialandcommercialrealestatemarketsaswellastheregion's ability to absorb the residential and commercial space created in the earlier phases of the project. PHA I —A consists of the redevelopment of the sixteen (16 ac.) acres componentPhaseIII -A of the overall s ite locatedextended and extending south tothe north side Boulevard Middlesex Avenue, Carteret A venue as extended. When the Redeveloper proceeds with this phaseuazeefeetPbig- box retail and construction will include a ninety thousand (90,000 sq• feet of office space situated along approximately fifteen thousand (15,000 sq. ft.) square fifty -one thousand (51,000 sq. ft.)the future Landings Boulevard and an approximately square feet office building. Residential development and construction wosed apartment townhouses to be constructed over the prop off - streethundredseventy -six (276) elevator accessed apartment units; ancillaryunitsandonehundredeight (108)parking areas; and miscellaneous landscape and hardscape features. PHA_ SE III-B Phase III -B consists of the redevelopment of the twelve point two (12.2 ac.) acresofthecomponentoftheoverallsitelocatedalongtheeastsideofthefutureLandingsBoulevardbetweenthesouthsideofCarteretAvenue, a extended and the southern boundaryoverallsiteandextendingeasttothesouthernaspectwaterfront. When the Redeveloper proceeds with this phase, development and constructionwillfeatureonehundredeighty (180) marina -front townhouses; a two hundred twenty220) unit extended stay hotel facility; seventy -seven (77) townhouses constructed over apartment units; approximately seventy -five thousand (75,000 sq. illary off - street parkinglla square feet of retail space; a co- extensive portion of the waterfront promenade; ancareas; and miscellaneous landscape and hazdscape features. PHASEIII-C Phase III -C consists of the redevelopment of the thirteen point nine to and the ac.) rn sou th of Middlesex overall Avenue' as and brthe f west side overall r of the future soLandings Boulevard and the eat side of Industrial Road.ction When the Redeveloper proceeds toWnho uses cons tructed over partment will include three hundred eighteen off - street parking areas; andninety (90) age- restricted apartmentnt u ) units;ancillar miscellaneous landscape and hardscape features. EXHIBIT E PUBLIC IMPROVEMENTS Pursuant to Section 2.9 of this Redevelopment Agreement, upon receipt of allnecessaryGovernmentalApprovalsfortherespectivephasesandinaccordancewiththeproposedcompletiondatescontainedintheProjectSchedule, the Redeveloper shallconstructcertainupgradesandimprovementstothefollowingroadwayswithinthe Project Premises which are deemed to be Public Improvements: Carteret Boulevard Roosevelt Avenue Upon completion of the upgrades and improvements to these roadways andcompletionoftherelevantphasesoftheoverallproject, the Borough agrees to accepttheseroadwaysaspublicthoroughfares, if approved for acceptance by the Borough Engineer pursuant to the design standards established by law. As a component of Phase I and Phase II of the overall project, receipt of allnecessaryGovernmentalApprovalsandinaccordancewiththeproposedcompletiondatescontainedintheProjectSchedule, the Redeveloper shall construct a new thoroughfare that shall run parallel with the existing Industrial Avenue, oom at e the waterfront aspects of the Project Premises. This new roadway, when P intersect with Roosevelt Avenue and Carteret Boulevard. This new roadway will be temporarily identified as: Landings Boulevard Upon completion of this new roadway and completion of the relevant phases ofdevelopment, the Borough agrees to accept this roadway as a public thoroughfare, ifapprovedforacceptancebytheBoroughEngineerpursuanttothedesignstandards established by law. In the event that the Redeveloper elects to proceed with the Phase III componentoftheoverallproject, upon receipt of all necessary Governmental Approvals for thisphaseandinaccordancewiththeproposedcompletiondatescontainedintheProjectSchedule, the Redeveloper shall construct certain upgrades and improvements to thefollowingroadwaywithintheProjectPremiseswhichisdeemedtobeaPublic Improvement: Middlesex Avenue In addition thereto, as a component of the optional Phase III, the RedevelopershallextendLandingsBoulevardinasouthwarddirectiontointersectwithMiddlesex Avenue. Upon completion of the Phase III component of the overall project, the BoroughagreestoacceptMiddlesexAvenueandtheextensionofLandingsBoulevardaspublicthoroughfares, if approved for acceptance by the Borough Engineer pursuant to the design standards established by law. EXHIBIT F SUMMARY OF BUSINESS TERMS FOR LONG -TERM TAX EXEMPTION PURSUANT TO N.J.S.A. 40A:20 -1 ET SEQ. Commercial/Office Spac For the Commercial /Office Space constructed within each phase of the overall Project an Annual Service Charge of fifteen (15 %) percent of the annual gross revenue received by the qualified urban renewal entity shall be paid to the Borough in lieu of taxes. The Annual Service Charge specified in the preceding paragraph shall be periodically adjusted for each phase of development in accordance with the following schedule: Stage 1 — Commencing upon the issuance of a Certificate of Completion, Year 1 through Year 6, the Annual Service Charge shall be fifteen (15 %) percent of the annual gross revenue. Stage 2 — Upon the commencement of Year 7, the Annual Service Charge shall be fifteen (15 %) percent or twenty (20 %) percent of the taxes otherwise due on the value of the land and Improvements, whichever is greater. Stage 3 — Upon the commencement of Year 8, the Annual Service Charge shall be fifteen (15 %) percent or forty (40 %) percent of the taxes otherwise due on the value of the land and Improvements, whichever is greater. Stage 4 — Upon the commencement of Year 9 and continuing through theterminationofYear11, the Annual Service Charge shall be fifteen (15 %) percent or sixty (60 %) percent of the taxes otherwise due on the land and Improvements, whichever is greater. Std — Upon the commencement of Year 12 and continuing through the termination of Year 15, the Annual Service Charge shall be fifteen (15 %) percent or eighty (80 %) percent of the taxes otherwise due on the land and improvements, whichever is greater. The Long Term Tax Exemption for Commercial /Office Space shall be limited to atermoffifteen (15) years for each phase of development commencing upon the respective dates of issuance of Certificates of Completion, unless agreed to otherwise by the parties. Residential (Rental) Un its: For the Residential (Rental) Units constructed within each phase of the overall Project an Annual Service Charge of fifteen (15 %) percent of the annual gross revenue received by the qualified urban renewal entity shall be paid to the Borough in lieu of taxes.The Annual Service Charge specified in the preceding paragraph shall beperiodicallyadjustedforeachphaseofdevelopmentinaccordancewiththefollowing schedule: Stage 1 — Commencing upon the issuance of a Certificate of Completion, Year 1 through Year 6, the Annual Service Charge shall be fifteen (15 %) percent of the annual gross revenue. Stage 2 — Upon the commencement of Year 7, the Annual Service Charge shall be fifteen (15 %) percent or twenty (20 %) percent of the taxes otherwise due on the value of the land and Improvements, whichever is greater. Stage 3 — Upon the commencement of Year 8, the Annual Service Charge shall be fifteen (15 %) percent or forty (40 %) percent of the taxes otherwise due on the value of the land and Improvements, whichever is greater. Stage 4 — Upon the commencement of Year 9 and continuing through the termination of Year 11, the Annual Service Charge shall be fifteen (15 %) percent or sixty (60 %) percent of the taxes otherwise due on the land and Improvements, whichever is greater. Stage 5 — Upon the commencement of Year 12 and continuing through the termination of Year 15, the Annual Service Charge shall be fifteen (15 %) percent or eighty (80 %) percent of the taxes otherwise due on the land and improvements, whichever is greater. The Long Term Tax Exemption for the Residential (Rental) Units shall be limitedtoatermoffifteen (15) years for each phase of development commencing upon therespectivedatesofissuanceofCertificatesofCompletion, unless agreed to otherwise by the parties. Residential (For Sale) Units: For the Residential (For Sale) Units constructed within each phase of the overall Project an Annual Service Charge of two (2 %) percent of initial bona fide sales price calculated on per unit basis shall be paid to the Borough in lieu of taxes. The Annual Service Charge specified in the preceding paragraph shall be periodically adjusted for each phase of development in accordance with the following schedule: Stage 1 — Commencing upon the issuance of a Certificate of Completion, Year 1 through Year 6, the Annual Service Charge shall be two (2 %) percent of the initial bona fide sales price calculated on a per unit basis. Stage 2 — Upon the commencement of Year 7, the Annual Service Charge shall be two (2 %) percent of the initial bona fide sales price calculated on a per unit basis or twenty (20 %) percent of the taxes otherwise due on the value of the land and Improvements, whichever is greater. Stage 3 — Upon the commencement of Year 8, the Annual Service Charge shall be two (2 %) percent of the initial bona fide sales price calculated on a per unit basis or forty (40 %) percent of the taxes otherwise due on the value of the land and Improvements, whichever is greater. Stage 4 — Upon the commencement of Year 9, the Annual Service Charge shall be two (2 %) percent of the initial bona fide sales price calculated on a per unit basis or sixty (60 %) percent of the taxes otherwise due on the land and Improvements, whichever is greater. Stage 5 — Upon the commencement of Year 10, and continuing through the termination of Year 10, the Annual Service Charge shall be two (2 %) percent of the initial bona fide sales price calculated on a per unit basis or eighty (80 %) percent of the taxes otherwise due on the land and Improvements, whichever is greater. The Long Term Tax Exemption for the Residential (For Sale) Units shall belimitedtoatermoften (10) years for each phase of development commencing upon the respective dates of issuance of Certificates of Completion, unless agreed to otherwise by the parties.