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No.
06-59
Dale of Adoption Febnmry 2r 2CX>6
RESOLUTION OF THE BOROUGH OF CARTERET APPROVING
THE APPLICATION BY TITAN-PDC CARTERET URBAN
RENEWAL, LLC SUBMITTED IN ACCORDANCE WITH N.J.S.A.
40A:20-8 IN CONNECTION WITH THE PHASE I
REDEVELOPMENT PROJECT
WHEREAS, on August 1, 1995, pursuant to and in accordance with the provisions o£th
Landfill Reclamation Improvement District Law, constituting Chapter 173 of th
Pamphlet Laws of 1995 of the State of New Jersey (the "State"), and the acts amendator
thereof and supplemental thereto (the "Landfill Law", as codified in NJ.S.A. 40A:12A
50 ~ ~.), the Borough of Carteret, a municipal corporation of the State of New Jerse
(the "Borough"), finally adopted Ordinance 95-40 which established a landfil
reclamation improvement district consisting of certain real property in the Borough a
identified in such ordinance (the "Initial District"); and
WHEREAS, pursuant to the Landfill Law, the Borough was deemed to have adopted
redevelopment plan at the time the Initial District was established; and
WHEREAS, on November 2, 1995, the Borough Council adopted Resolution 95-34
relating to a redevelopmcnt plan for the Initial District; and
WHEREAS, on June 6, 1996, pursuant to the 1995 Landfill Law, the Borough finall
adopted Ordinance 96-14 which expanded the boundaries of the Initial District to include
those properties identified in such ordinance (as expanded, the "District"); and
WHEREAS, on March 7, 1997, Borough and the Bellemead Development Corp.
("Bellemead") entered into a redevelopment agreement relating to the District (th
"BeJl~mead Agreement"); and
WHEREAS, on March 7, 2002, by Ordinance 02-05, the Borough finally adopted a
Amended and Restated Redevelopment Plan to govern the development of the Distric
("Amended and Restated Redevelopment Plan"); and
WHEREAS, on February 5, 2004, the Borough adopted Resolution #04-53 authorizin
the Borough to enter into a redevelopment agreement with regards to, inter alia, the
redevelopment of the Phase I Project Site (as such ten11 is defined in the hereinafte
defined Redevelopment Agreement); and
\VHEREAS, on February 6, 2004, Bellemead and Borough executed that certain
"Mutual Release", which among other things, tern1inated the Bellemead Agreement and
released each of the Borough and Bellemead from all claims arising out of the Bellemead
Agreement (the "Bellemead Release"); and
WHEREAS, on Feblllary 6, 2004, the Borough, acting in the capacity of a
redevelopment entity pursuant to and in accordance with the Redevelopment and
HousingLaw, constituting Chapter 79 of the Pamphlet Laws of 1992 of the State, and the
acts amendatory thereof and supplemental thereto (the "Redevelopment Law", as
codified in NJ.S.A 40A:12A-l .£! gm.), and TITAN-PDC CARTERET, LLC, a
Delaware limited liability company (the "Redeveloper"), entered into that certain
redevelopment agreement (the "Redevelopment Agreement") governing, among other
things, the redevelopment of the Phase I Project Site (the "Phase I Redevelopment
Project"); and
WHEREAS, on May 6, 2004, the Borough adopted Resolution #04-160 declaring the
Phase I Project Site as an area in need of redevelopment, all in accordance with the
Redevelopment Law; and
NO.
05-69
PAGE 2
WHEREAS, on October 7, 2004, the Borough finally adopted Ordinance #04-24, further
amending and restating the Amended and Restated Redevelopment Plan, all in
accordance with the Redevelopment Law; and
WHEREAS, pursuant to and in accordance with the provisions of the Redevelopment
Area Bond Financing Law, constituting Chapter 310 of the Pamphlet Laws 0£2001 of the
State, and the acts amendatory thereof and supplemental thereto (the "Redevelopment
Bond Law", as codified in NJ.SA 40A:12A-64 ~ ~.), specifically NJ.SA 40A:12A-
66(a), the Borough is authorized to provide for tax abatement within a redevelopment
area and for payments in lieu of taxes ("PILOTS") in accordance with certain applicable
provisions of the Long Term Tax Exemption Law, constituting Chapter 431 of the
Pamphlet Laws of 1991 of the State, and the acts amendatory thereof and supplement
thereto (the "Long Term Tax Law", as codified in NJ.S.A. 40A:20-1 ~~.); and
WHEREAS, pursuant to and in accordance with the provisions of the Redevelopment
Bond Law, specifically NJ.S.A. 40A:12A-67(a), the Borough may issue, or cause to be
issued, bonds for the purpose of financing aJl or a portion of the costs of a redevelopment
project, which bonds may be secured by PILOTS; and
WHEREAS, pursuant to and in accordance with the provisions of the Redevelopment
Bond Law, specifically N.J.S.A. 40A:12A-67(f), and the Local Bond Law, constituting
Chapter 169 of the Panlphlet Laws of 1960 of the State, and the acts amendatory thereof
and supplement thereto (the "Local Bond Law", as codified in NJ.S.A. 40A:2-1 ~ .§.Ë,g.),
the Borough may provide for a full faith and credit guaranty of any bonds issued, whether
by the Borough or any other authorized governmental entity, including without
limitation, a redevelopment agency established in accordance with the Redevelopment
Law, for the purposes of financing all or a portion of the costs of a redevelopment
project; and
WHEREAS, pursuant to the terms of the Redevelopment Agreement, the Borough shall
issue, or shall cause to be issued, bonds for the purpose of financing certain remediation
costs of the Phase I Redevelopment Project, including without limitation, the cost of
investigation, remediation and related creek relocation, wetlands mitigation and other
activities for the removal, treatment Of containment of hazardous substances, the closure
and post closure of any landfill located on the Phase I Project Site, and the construction
of the necessary remedial systems, including the foundations of any buildings to be
constructed on the Phase I Project Site related thereto (the "Phase I Remediation
Project"), all of which shall constitute a Redevelopment Project, as such term is defined
in the Redevelopment Bond Law; and
WHEREAS, pursuant to the terms of the Redevelopment Agreement, and in accordance
with the Redevelopment Law, Redevelopment Bond Law and Long Tenn Tax Law, as
applicable, the Redeveloper has created and established Titan-PDC Carteret Urban
Renewal, LLC, a Delaware limited liability company, (the "Redeveloper Urban Renewal
Entity"), as an urban renewal entity pursuant to and in accordance with the
Redevelopment Agreement, Redevelopment Law, Redevelopment Bond Law, Long
Ternl Tax Law and other applicable law; and
WHEREAS, upon the final adoption by the Borough Council of an ordinance
authorizing the execution thereof, the Borough and the Redeveloper Urban Renewal
Entity shall enter into an agreement (the "Financial Agreement") to provide for, among
other things, a tax exemption for the Phase I Redevelopment Project and the payment of
Annual Service Charges (as such term is defined in the Financial Agreement); and
WHEREAS, pursuant to the terms of this Financial Agreement, certain of such Annual
Service Charges shall be pledged to the payment of the principal of and interest on any
bonds issued, whether by the Borough or any other authorized government entity,
including without limitation a redevelopment agency established in accordance with the
Redevelopment Law, to finance the costs of al1 or a portion of the Phase I Remediation
Project; and
NO.
05-69
PAGE ~
WHEREAS, pursuant to the Redevelopment Bond Law, specifically NJ.S.A 40A: 12A-
68, Annual Service Charges to be made by the Redeveloper Urban Renewal Entity
pursuant to the terms of the Financial Agreement shall. upon the recordation of the
Financial Agreement and the finally adopted ordinance of the Borough Council
authorizing the execution of the Financial Agreement by the Borough, constitute a
municipal lien within the meaning, and for all purposes, of law; and
WHEREAS, pursuant to the provisions of the New Jersey Environmental Infrastructure
Trust Financing Program (the "Program"), established pursuant to the New Jersey
Environmental Infrastructure Trust Act, constituting Chapter 334 of the Pamphlet Laws
of 1985 of the State (the "Trust Act", as codified in NJ.S.A 58:1IB-l !á .mi.), funds
may be available for the purpose of financing certain water quality improvement projects
eligible for inclusion in the Program ("Program Eligible Projects"); and
WHEREAS, as a project that provides \vater quality improvements, all or a portion of
the Phase I Remediation Project may qualify under the Program and the Trust Act as a
Program E1igible Project, subject to a final determination made by New Jersey
Environmental Infrastructure Trust (the "Trust") and the New Jersey Department of
Environmental Protection (the "DEP"); and
WHEREAS, in order to take advantage of the Program, a local government entity must
act as the project sponsor (the "Project Sponsor") for the Redeveloper Urban Renewal
Entity in connection with the Redeveloper Urban Renewal Entity's implementation of the
Phase I Remediation Project; and
WHEREAS, on February 1, 2001, and in accordance with the Redevelopment Law,
specifically NJ.SA 40A:12A-ll, the Borough finally adopted Ordinance No. 01-1,
which established the Carteret Redevelopment Agency (the "Agency") as an
instrumentality of the Borough; and
WHEREAS, on March 3, 2005, the Agency, acting as Project Sponsor for the
Redeveloper Urban Renewal Entity at the direction of the Borough, submitted the "New
Jersey Environmental Infrastructure Financing Program Application for Financial
Assistance" to the Trust and DEP, respectively; and
WHEREAS, the Agency desires to finance all or a portion the costs of the Phase 1
Remediation Project, on a non-recourse basis to the Agency and acting solely as Project
Sponsor on behalf of the Redeveloper Urban Renewal Entity, from (i) the proceeds of a
loan (the "Trust Loan") from the Trust to the Agency, the terns of which shall be
established pursuant to a loan agreement by and between the Trust and the Agency (the
"Trust Loan Agreement"), such Trust Loan to be secured by a bond issued by the Agency
to the Trust (the "Trust Loan Bond"), and (ii) the proceeds of a loan (the "Fund Loan")
from the State, acting by and through the DEP (the "Fund") to the Agency, the terms of
which shall be established pursuant to a loan agreement by and between the State, acting
by and through the DEP, and the Agency (the "Fund Loan Agreement" and together with
the Trust Loan Agreement, the "Program Loan Agreements"), such Fund Loan to be
secured by a bond issued by the Agency to the Fund (the "Fund Loan Bond" and together
with the Trust Loan Bond, the "Agency Conduit Loan Bonds"); and
\VHEREAS, the Agency will in turn (i) lend the proceeds from the Trust Loan Bond to
the Redeveloper Urban Renewal Entity (the "Redeveloper Trust Loan"), the terms of
which shall be established pursuant to a loan agreement by and between the Agency and
the Redeveloper Urban Renewal Entity (the "Redeveloper Trust Loan Agreement"), such
Redeveloper Trust Loan to be secured by a promissory note issued by the Redeveloper
Urban Renewal Entity to the Agency (the "Redeveloper Trust Note") and (ii) lend the
proceeds of the Fund Loan Bond to the Redeveloper Urban Renewal Entity (the
"Redeveloper Fund Loan"), the tenus of which shall be established pursuant to a Joan
agreement by and between the Agency and the Redeveloper Urban Renewal Entity (the
"Redeveloper Fund Loan Agreement"), such Redeveloper Fund Loan to be secured by a
promissory note issued by the Redeveloper Urban Renewal Entity to the Agency (the
"Redeveloper Fund Note"); and
NO.
05-69
4
PAGE
WHEREAS, prior to, and in anticipation of, the issuance of the Agency Conduit Loan
Bonds, the Agency may issue short-tcnn notes directly to the Trust, which short-tenn
notes shall bear interest at zero percent (0%), as permitted under the Program (the "Trust
Interim Note', and together with the Agency Conduit Loan Bonds, the "Project Sponsor
Conduit Loan Bonds"); and
WHEREAS, the Agency will in turn lend the proceeds from the Trust Interim Note to
the Redeveloper Urban Renewal Entity (the "Redeveloper Trust Interim Loan", and
together with the Redeveloper Trust Loan and the Redeveloper Fund Loan, the
"Redeveloper Loan"), the terms of which shall be established pursuant to a loan
agreement by and between the Agency and the Redeveloper Urban Renewal Entity (the
"Redeveloper Interim Trust Loan Agreement" and together with the Redeveloper Trust
Loan Agreement and the Redeveloper Fund Loan Agreement, the "Redeveloper Loan
Agreements"), such Redeveloper Interim Trust Loan to be secured by a promissory note
issued by the Redeveloper Urban Renewal Entity to the Agency (the "Redeveloper
Interim Trust Note" and together with the Redeveloper Trust Note and the Redeveloper
Fund Note, the "Redeveloper Notes"); and
WHEREAS, the Trust Interim Note is anticipated to be paid from the proceeds of the
Agency Conduit Loan Bonds; and
WHEREAS, pursuant to the Redevelopment Bond Law, specifically NJ.S.A 40A:12A-
67(c), the Borough shall assign, for the benefit of the Agency and as security for the
Project Sponsor Conduit Loan Bonds, all of the Borough's right, title and interest in and
to the Pledged Annual Service Charges, as such term is defined herein (the "Borough
Assignment"); and
WHEREAS, any amounts received by the Agency pursuant to the Borough Assignment
shall be credited against any amounts due and owing by the Redeveloper Urban Renewal
Entity to the Agency pursuant to the Redeveloper Loan Agreements; and
WHEREAS, pursuant to the tenns of the Redevelopment Agreement, including without
limitation, Sections ll.06(j) and 11.16, Panattoni Investments, LLC, a California limited
liability company (the "Guarantor"), who has an equity ownership interest, whether direct
or indirect in the Redeveloper Urban Renewal Entity, shall enter into an agreement with
the Agency, to which the Borough shall be a third-party beneficiary, whereby the
Guarantor shall guaranty the full, prompt and unconditional payment when due of any
payments of the Redeveloper Urban Renewal Entity due and owing to the Agency
pursuant to the Redeveloper Loan Agreements (the "Panattoni Agency Guaranty
Agreement"); and
WHEREAS, as additional security for the Project Sponsor Conduit Loan Bonds and as
authorized pursuant to the Redevelopment Law, specifically NJ.SA. 40A:12A-4l, the
Borough shall contribute, donate, grant or otherwise pay to the Agency the Borough
Incremental Land Taxes, as such tenn is defined in the Financial Agreement, pursuant to
the tenns of an agreement by and between the Borough and the Agency (the
"Contribution Agreement"); and
WHEREAS, the Borough shall fully, unconditionally and irrevocably guaranty, the
punctual payment, when due, of the principal of, redemption premium, if any, and
interest on the Project Sponsor Conduit Loan Bonds in a total original aggregate principal
amount not to exceed $38,500,000 at anyone time outstanding in accordance with (i) the
tenns of the guaranty ordinance to be finally adopted by the Borough Council (the
"Guaranty Ordinance") and (ii) a guaranty certificate to be executed by an authorized
officer of the Borough on the face of each Project Sponsor Conduit Loan Bond (the
"Guaranty Certificate" and together with the Guaranty Ordinance, the "Borough
Guaranty"), all pursuant to the Redevelopment Law, Redevelopment Bond Law and the
Local Bond Law; and
WHEREAS, in consideration for the Borough Guaranty, the Redeveloper Urban
Renewal Entity shall pay to the Borough a fee (the "Borough Guaranty Fee") pursuant to
NO
I'
I
I,
I
06-59
-'.--.-
PAGE---5_
the tenns of an agreement by and bet~veen the Borough and the Redevelopment Urban
Renewal Entity (the "Borough Guaranty Fee Agreement"); and
\VUEREAS, the Project Sponsor Conduit Loan Bonds shall be special, limited
obligations of the Agency, payable solely tì-om and secured by the Agency's interest in
the Redeveloper Notes, the Borough Assignment, the Panattoni Agency Guaranty
Agreement, the Contribution Agreement and the Borough Guaranty; and
\VHEREAS, on June 22, 2005, as a condition precedent to the issuance of any and all of
the Project Sponsor Conduit Loan Bonds and in accordance with all applicable law,
including without limitation, N.J.S.A. 40A:5A-6, N.J.S.A. 58: ¡ IB-9(a) and N.J.S.A.
40A: 12A-67(g), the Agency submitted an application (the "Local Finance Board
Application") to the Local Finance Board in the Division of Local Govenmlent Services
of the State's Department of Community Affairs (the "Local Finance Board") for the
Local Finance Board's approval of the issuance of the Project Sponsor Conduit Loan
Bonds and related financial instmments; and
'I
I
II
I
II
I
\VHEREAS, the Local Finance Board, at a meeting held on August 10, 2005, did issue
favorable findings with respect to the Project Sponsor Conduit Loan Bonds and the
Borough Guaranty; and
\VIIEREAS, pursuant to tbe temlS of the Redevelopment Agreement, including without
limitation Section ¡1.06(p) and 11.18, the Guarantor shall enter into an Agreement with
the Borough whereby the Guarantor shall guaranty, inter alia, the prompt and full
payment of any "bLlffer" and or deductible required under any Remedation Perfonnance
and Payment Bond, Cost Cap Insurance or any other insurance required to be obtained by
the Redeveloper pursuant to the temlS of the Redevelopment Agreement (the "Panattoni
Borough Guaranty Agreement"); and
\YHEREAS, on January 31,2006, the Redeveloper Urban Renewal Entity submitted an
appJication to the Mayor for the approval of an urban renewal project, as such ternl is
used in the LOllg Tenn Tax Law, all in accordance with N.J.S.A. 40A:20-8 (the
"Exemption Application", a copy of which is attached hereto as Exhibit A); and
\Vl-IEREAS, tbe Mayor has submitted the Exemption Application to the Borough
Council and has recommended that the Borough Council approve the Exemption
Application.
NOW, THEREFORE, BE IT RESOLVED as follows:
Section 1. The Exemption Application, as submitted to the Mayor by the
Redeveloper Urban Renewal Entity on January 31, 2006 and as recommended for
approval to the Borough Council by the Mayor, is hereby accepted and approved.
Section 2.
This resolution shall take effect immediately.
Adopted this 2fld day ofFebmary, 2006
and certified as a tIlle copy of the
original on February 3, 2006.
I
I,
L
KATHLEEN M. BARJ'\fEY, RMC/CMC
RECORD OF COUNCIL VOTE Municipal Clerk
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NOEL S. TONNEW\N'
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Bo\RRy A COOKE'
ATTORNEYS AT LAW
90 Woodbridge Center Drive
Suite 900 Box 10
Woodbridge, NJ 07095-0958
1732/636'8000
Fax 732) 855-6117
Meridian Center I
Two Industrial Way West
Eatontown: NJ On24-2265
1732/542...500
Fax 732) 493-8387
Wall Street Plaza
6a Pine Street
New York, NY 10005-1801
1212/267-3091
Fax 212) 267-3828
http://www.wilentz.com
Please reply to:
Woodbridge
Direct Dial: (732) 855-6445
Direct Fax: (732) 726-6620
VIA ELECTRONIC DISTRIBUTION
Daniel Reiman, Mayor
Borough of Carteret
Municipal Building
61 Cooke Avenue
Carteret, New Jersey 07008
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RE: The Carteret Landfill Reclamation Improvement District - Phase I
Dear Mayor Reiman:
On behalf of Titan-POC Carteret Urban Renewal, LLC, the Redeveloper, enclosed
please find an application for long-term tax exemption with respect to the above-referenced
project. Such application is being submitted pursuant to the provisions of N.J.S.A. 40A:20-1
et seq.. as amended and N.J.S.Ä. 40A:12A-64 et seq., as amended. It is our understanding
that the application shall be accepted by the governing body at its February 2, 2006 meeting.
If you have any questions, please contact me.
CJO/smc
Enclosure
#2710758 (134124.001)
Vïl;~¿àr 1h/1
C;~~;~~~~~ORF
EXHIBIT A
EXEMPTION APPLICATION
EXHIBIT A
BOROUGH OF CARTERET, NEW JERSEY
APPLICATION FOR LONG TERM TAX EXEMPTION
Pursuant to N.J.S.A. 40A:20-1 et seq., as amended and modified
Carteret Landfill Reclamation Improvement District - Phase I of Redevelopment Proi ect
[Name of project or Redevelopment Area, or portion thereof which is subject hereofJ
The undersigned Applicant hereby certifies to the Borough of Carteret the following
information pursuant to the requirements of the Long Term Tax Exemption Law, N.J.S.A.
40A:20-1 et seq. (the "Law")
L The name of Applicant is: Titan-PDC Carteret Urban Renewal, LLC
2. Address of Applicant is: c/o Panattoni Development Company, 180 Raritan Center
Parkway, First Floor, Edison, New Jersey 08837, Attention: James R. Murray
3. Identification of Property:
a. The street address ofthe proposed proj ect site for which the Applicant is seeking
a tax exemption according to the latest tax map is:
Industrial Road, Carteret, New Jersey
b. The block and lot number(s) of the proposed project site according to latest tax
map IS:
See list of properties on attached Exhibit A.
c. The metes and bounds description of the proposed project site is attached hereto
as Exhibit B.
d. A survey ofthe proposed project site is attached hereto as Exhibit C.
4. The assessed value of the property for 2005 is:
BLOCK
11.1
11.1
11.1
11.1
11.1
11.1
LOT
17
17.02
18
19
20
21
LAND
666000
35200
148900
363800
520600
148400
IMPROVEMENT
o
o
o
o
o
o
TOTAL
666000
35200
148900
363800
520600
148400
11.1 23.01 545300
11.1 23.02^ Combined
11.1 24 206100
11.1 25 100300
11.1 25.02 41400
11.1 26 267300
11.1 29 57800
11.1 29.02 34400
11.1 30 66100
11.1 31.01 101200
11.1 31.02 25600
11.1 33 45400
11.1 33.02 19800
11.1 34 41600
11.1 34.02 18500
11.1 35 197200
11.1 36 198800
11.1 37 99600
11.1 38 173800
11.1 39 196800
11.1 40 247200
11.1 41 80300
11.1 42 51300
11.1 43 66700
11.1 44 118200
11.1 45 182500
11.1 46 136900
11.1 47 67500
11.1 49 91900
11.1 50 151600
11.1 52 11400
11.1 58 26100
11.1 60 10700
Unnamed Street
Driftway
Rail Road Crossing
(attach additional sheets as needed)
40200
585500
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
206100
100300
41400
267300
57800
34400
66100
101200
25600
45400
19800
41600
18500
197200
198800
99600
173800
196800
247200
80300
51300
66700
118200
182500
136900
67500
91900
151600
11400
26100
10700
5. The property taxes and all municipal water and/or sewer charges for all lots subject
hereto are paid and current as of December 2005 except as follows:
BLOCK LOT PAST DUE PROPERTY PAST DUE TOTAL
BALANCE TAXES WATERJSEWER
11.1 17 0 0 0 0
11.1 17.02 0 0 0 0
11.1 18 0 0 0 0
11.1 19 0 0 0 0
11.1 20 0 0 0 0
11.1 21 0 0 0 0
11.1 23.01} 0 0 0 0
11.1 23.02} 0 0 0 0
11.1 24 0 0 0 0
11.1 25 0 0 0 0
11.1 25.02 0 0 0 0
11.1 26 0 0 0 0
11.1 29 0 0 0 0
11.1 29.02 0 0 0 0
11.1 30 0 0 0 0
11.1 31.01 0 0 0 0
11.1 31.02 0 0 0 0
11.1 33 0 0 0 0
11.1 33.02 0 0 0 0
11.1 34 0 0 0 0
11.1 34.02 0 0 0 0
11.1 35 0 0 0 0
11.1 36 0 0 0 0
11.1 37 0 0 0 0
11.1 38 0 0 0 0
11.1 39 0 0 0 0
11.1 40 0 0 0 0
11.1 41 0 0 0 0
11.1 42 0 0 0 0
11.1 43 0 0 0 0
11.1 44 0 0 0 0
11.1 45 0 0 0 0
11.1 46 0 0 0 0
11.1 47 0 0 0 0
11.1 49 0 0 0 0
11.1 50 0 0 0 0
11.1 52 0 0 0 0
11.1 58 0 0 0 0
11.1 60 0 0 0 0
Explain below the reason for the delinquent taxes or municipal charges. (attach
additional sheets as needed)
Private parties other than Redeveloper have responsibility to pay such charges.
Such private parties possess relevant knowledge regarding reasons for
delinquency, if any.
6. Describe the project to be constructed, including the nature of the project (i.e. residential,
commercial - office, commercial - retail, industrial, mixed use), the number of buildings
to be constructed, the square footage of each building and, for mixed use projects, the
square footage of each separate component in each building, the height of each building,
the total lot size and a description of any project phasing, if the project will be developed
in phases. Attached hereto as Exhibit D is the site plan available to date. (attach
additional sheets as needed)
The Remediation (as defined in the Redevelopment Agreement) and the
Improvements which shall be no less than 1,250,000 square feet of buildings. The
uses may include any or all of the following: light manufacturing, distribution and
logistics facilities, office, research, hotel and retail. The design, location and size
ofthe buildings, known as IPORT 12, shall be substantially as shown on the plans
prepared by Menlo Engineering Associates, Inc. dated June 10, 2005, attached
hereto as Exhibit D.
7. Indicate, by checking below, that the proposed project which is the subject hereof
confonns to all applicable ordinances of the Borough of Carteret and confonns with the
applicable redevelopment plan and the master plan of the Borough of Carteret, or, in the
case of a redevelopment relocation housing project, provides for the relocation of
residents displaced or to be displaced from a redevelopment area, or, in the case of a low
and moderate income housing project, the housing units are restricted to occupation by
low and moderate income households.
Project Confonns Yes
8. State the fonnula by which the annual service charge will be calculated (i.e. percentage of
project cost, or percentage of gross revenue) and the basis for why the chosen fonnula is
used, citing the relevant provision of the Law supporting the fonnula used. (attach
additional sheets as needed)
Based upon the provisions of N.J.S.A. 40A:20-11, 12 and 40A:12A-66, the
annual service charge will be calculated based on the fonnulae set forth in Exhibit
E, Schedules 1, 2 and 3, including Pledged and Unpledged Annual Service
Charges, plus Land Taxes. The calculations are based upon estimates of Debt
Service, Land Taxes and Tota1 Project Costs that are subject to change.
9. If the exemption is being sought in connection with a financing under the Redevelopment
Area Bond Financing Law (N.J.S.A. 40A:12A-64 et seq.) and/or the Revenue Allocation
District Financing Act (N.J.S.A. 52:27D-459 et seq.), generally describe the proposed
terms of such financing here, including the structuring of the annual servIce charge
payment. (attach additional sheets as needed)
The exemption is being sought in connection with a financing under the
Redevelopment Area Bond Financing Law (RAE) ill.J.S.A. 40A:12A-64 et seq).
Generally, part of the total cost of remediation and certain other agreed upon
costs relating thereto will be financed through the issuance of notes and bonds by
the New Jersey Environmental Inftastructure Trust (NJEIT). The repayment of
debt service on any of such notes and bonds will be secured by a guaranty thereof
by the Borough pursuant to the provisions of RAE. The Redeveloper has also
committed to provide additional financial instruments to secure and ensure the
repayment of debt service on the notes and bonds, including a guaranty of such
repayment by one of its members, Panattoni Investments, LLC. The annual
service charge structure was developed by the Borough's financial consultant
whose objective was (1) to develop a schedule of payments that would provide
sufficient funding for debt service on the anticipated amount of bonds, (2) to
generate bond proceeds sufficient to pay for landfill cleanup costs and (3) to
provide for the Borough Portion and the County Portion, but at the same time to
maintain competitiveness of the project by enhancing marketability of the project
to tenants during the early years after the project comes on line.
10. The requested duration of tax exemption is for 20 years, provided however that consistent
Section 3.01 of the Financial Agreement, the tax exemption granted shall remain in effect
until the earlier of (i) thirty-five (35) years ftom the date of execution of the Financial
Agreement; (ii) thirty (30) years ftom the Project Completion Date; or (iii) the date on
which no Project Sponsor Conduit Loan Bonds remain "outstanding" within the meaning
of the Trust Indenture.
11. Attached hereto as Exhibit F is a construction budget made by a qualified architect or
engineer of the total estimated cost of the proposed project or for each unit of the project,
if the project is constructed in units, including all line items generally listed on
construction budgets.
See Exhibit F.
12. Attached hereto as Exhibit G is a statement that sets forth the sources of funds to be used
in construction and or permanent fmancing of the project. For all private capital made
available to the project, the statement lists the amount of stock or other securities to be
issued in generating such private capital and the ownership interest obtained in the
project by any person or entity contributing such private capitaL
See Exhibit G.
13. Attached hereto as Exhibit H is a tentative fmancial plan/operating budget for the
proposed project outlining a schedule of rents and other income, the estimated operating
and maintenance costs, interest payments, amortization of debt, reserve accounts, and
payments to the municipality to be made pursuant to the financial agreement which is the
subject of this application.
See Exhibit H.
14. A proposed financial agreement confonning to the applicable provisions of the Law, and
any other relevant law is attached hereto as Exhibit I.
IS. The project is scheduled to be commenced with respect to Remediation and
Improvements no later than April I, 2006 and substantially completed, with respect to
Remediation on January I, 2007, and with respect to Improvements on March 1,2007,
with Certificates of Occupancy provided upon completion oftenant fit-out.
16. Applicant's ownership disclosure statement:
a. Name and address of the agent of the Applicant upon whom legal process may be
served is:
Mr. Paul Slayton
Titan-PDC Carteret Urban Renewal, LLC
clo Panattoni Development Company
180 Raritan Parkway, I st Floor
Edison, New Jersey 08837
b. The following represents the names and addresses of all the stockholders,
members, or partners owning a 10% or greater interest in the Applicant. For each
ofthe following owners that is a legal entity, the names and addresses of the
stockholders, members, or partners of such legal entity which own a 10% or
greater interest therein is also shown. (attach additional sheets as needed)
NAME OF OWNER(S)
ADDRESS
PERCENT OWNED
See chart attached hereto as Exhibit J.
TITAN GLENMONT
CARTERETLLC
86 Chambers Street, Suite 703
New York, NY 10007
40%
86 Chambers Street, Suite 703
New York, NY 10007
(owns 10% of Titan
Glenmont Carteret LLC
prior to completion and
80% of Titan Glenmont
upon completion)
Carteret 12 Development LLC
Paul Slayton
86 Chambers Street, Suite 703
New York, NY 10007
(owns 36.5% ofCarteret 12
Development LLC)
Aaron Malinsky
Jeffrey M. Cahall
Glenmont Carteret REP, LLC
and
Glenmont Carteret CIP, LLC
CARTERET PDC LLC
Panattoni Investments, LLC
Hagan Investments, LLC
86 Chambers Street, Suite 703
New York, NY 10007
Carteret 12 Development LLC
12 S. Market Street, Ste. 301
Frederick, MD 21701
40 West 57th Street
20th Floor
New York, New York 10019
Attention: Larry Kestin
(owns 36.5% ofCarteret 12
Development LLC)
(owns 27% ofCarteret 12
Development LLC)
owns 90% of Titan
Glenmont Carteret LLC
New York, NY 10007
prior to completion and
20% upon completion)
c/o Panattoni Develoment Company 60%
180 Raritan Center Parkway, First Floor
Edison, New Jersey 08837
8413 Jackson Road, Suite C
Sacramento, CA 95826
(owns 80% of Carteret
PDC LLC)
(owns 20% ofCarteret
PDC LLC)
David Hagan (owns 100% of Hagan Investments, LLC)
c/o Panattoni Development Company
9785 Maroon St., Suite 332
Englewood, Colorado 80112
See Exhibit K for Redeveloper formation and good standing certificates.
JAN-30-2006 MON 09:42 AM PANATTONI DEVELOPMENT
FAX NO. 303 790 4723
P. 02/02
3. The number and type of jobs to be created by the project during the tenn of its
cOnStruction and the number and type of permanent jobs to be creared by the project
within one year after its completion are: (attach additional sheets as needed)
The number of jobs expected to be created during construction is 500 and within one year
after completion of construction is ~.
4. Exception(s) to staœments I through 7 above: (attach additional.vheets as needed)
I certify that all the foregoing statements made by me are true. I am aware that if any of the
foregoing statements made by me are willfuIty false, I am subject to punishment.
TITAN PDC CARTERET URBAN RENEWAL,
LLC, a Delaware Limited Liability Company
By: CARTERET PDC, LLC, a Delaware
Limited Liability Company,
Manager
By: Hagan Investments, LLC, a Colorado
Limited Liability Company,
Managing Member
BY: D~an~ember
#2566980 (134]24.001)
Exhibit A to Application for Financial Agreement
LIST OF PROPERTIES IN PHASE I PROJECT SITE
Block
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
11.1
Lot
17
17.02
18
19
20
21
23.01
23.02
24
25
25.02
26
29
29.02
30
31.01
31.02
33
33.02
34
34.02
35
36
37
38
39
40
41
42
43
44
45
46
47
Owner
Borough of Carteret
Borough of Carteret
Borough of Carteret
Borough of Carteret
CDI Industries Inc.
GATX Terminals Corporation
CDI Industries Inc.
cm Industries Inc.
Borough of Carteret
Borough of Carteret
Borough of Carteret
Borough of Carteret
Borough of Carteret
Borough of Carteret
Borough of Carteret
CDI Industries Inc.
Borough of Carteret
Borough of Carteret
Borough of Carteret
Borough of Carteret
Borough of Carteret
Borough of Carteret
Industrial Reclamation Service
Middlesex Land Fill Corporation
Middlesex Land Fill Corporation
Borough of Carteret
CDI Industries Inc.
cm Industries Inc.
cm Industries Inc.
cm Industries Inc.
Borough ofCarteret
Borough of Carteret
Borough of Carteret
Borough of Carteret
Exhibit A to Application for Financial Agreement
LIST OF PROPERTIES IN PHASE I PROJECT SITE
(continued)
Block
11.1
11.1
11.1
ILl
11.1
Driftway
Rail Road Crossing
Refer to Survey Prepared by Keller & Kirkpatrick Dated 1/31/03
and the Title Report Prepared By Royal Abstract.
Lot
49
50
52
58
60
Owner
Middlesex Land Fill Corporation
CDI Industries Inc.
CD I Industries Inc.
CD! Industries Inc.
CD! Industries Inc.
Exhibit B to Application for Financial Agreement
METES AND BOUNDS DESCRIPTION
Attached
I
I
,
~
CONSULTING ENGINEERS, SURVEYORS· PLANNERS· LANDSCAPE ARCHITECTS
Manhew L. M:¡nini. P.LS.. P.P., President
Robc:rt C. KirtpalCiçk. Jr~ P.E~ P.LS., P.P.. CEO
ASSOCIATES:
Anhur I, EUIIS, P.E.. 1'.1'.
Ed..=d J. Fonnichdla. P,l-S.. 1'.1'.
George P. Jame-s, r.E., 1'.1'.
Werner A. M-alI, P.LS.
James K. McCormick. P.L.S.. 1'.1'.
Donald A. SCOLl. Jr., P.£.. 1'.1'.
JameS R. Woods. PE.
STAFF PROfESSIONALS;
AI\dn:w Cangiano. P.E.
JosephC.Ch~nr..P_E.
Vil1CenIF:acclIilW,P..E.
V:alerjcA..Hr;¡b¡lP.E... P.P.
Ivan A. Jagc.rtUIuth, P,l-S.
Michael I, Manning. P.I..S., PP.
Goroon E. Mellt. r.E., p.T.a.E.
lorwh;J.fl C. Pua, P.E.
Bri~E.S:¡llcldcr.P.E.
P;¡ul M. Szm:ùda, eLA.
William E. Thomu. P.L.S.. 1'.1'.
Keller & Kirkpatrick
Job Number: 2021203
February 24, 2005
DESCRIPTION OF BLOCK 11.01, LOTS 15, 17.01, 17.02, 18, 19,20,23.01,23.02, 24, 25.01,
25.02,26,29.01,29.02,30,31.01,31.02,33.01, 33.02, 34.01, 34.02, 35, 36, 37, 38, 39, 40,
41,42,43,44,45,46,47,49,50,52,58,60, AND "UNNAMED STREET" AND DRIFTWAY,
SITUATED IN THE BOROUGH OF CARTERET, MIDDLESEX COUNTY, NEW JERSEY, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
TRACT I (beinQ all of the above. without Lot 15 in Block 11.01)
BEGINNING at a point formed by the intersection of the northeasterly sideline of The Central
Railroad of New Jersey - Carteret Extension Branch (N/F Conrail) right-of-way with the
westerly sideline of Unnamed Street (sixty feet wide per Tax Map), said point having a New
Jersey State Plane Coordinate value of North 641,001.53, East 568,243.96, as shown on a
certain map entitled "Boundary Survey, Block 11.01 Lots 15, 17.01,17.02,18,19,20,23.01,
23.02,24,25.01,25.02,26,29.01,29.02,30,31.01, 31.02, 33.01, 33.02, 34.01, 34.02, 35, 36, 37,
38, 39,40,41, 42, 43, 44, 45, 46, 47, 49, SO, 52, 58, arid 60, Borough of Carteret, Middlesex
County, New Jersey", said map prepared by Keller & Kirkpatrick, Parsippany, New Jersey, dated
January 31 ",2003, revised to February 24,2005, and running; thence
1.) Along said northeasterly sideline of the Central Railroad of New Jersey (N/F Conrail)
right-of-way, also being the dividing line between said right-of-way and Lots 31.01, 58,
41,42,60,43, and 50, all in Block 11.01, North fifty-seven degrees, fifty-four minutes,
twenty-six seconds West (N 57' 54' 26" W), one thousand five hundred fifty-four and
twelve hundredths feet (1,554.12') to a point of curve; thence
2.) Along the dividing line between said right-of-way and Lots SO and 52 in Block 11.01,
along a curve to the right having a radius of five hundred ninety-seven and twenty-
eight hundredths feet (597.28'), an arc length of eight hundred fifty-seven and
seventy-six hundredths feet (857.76'), a central angle of eighty-two degrees, sixteen
minutes, fifty-eight seconds (82' 16' 58"), and a chord bearing North sixteen degrees,
forty-five minutes, fifty-six seconds West (N 16' 45' 56" W), a chord distance of seven
hundred eighty-five and ninety-two hundredths feet (785.92') to a point in the
dividing line between Lot 52 and Lot 53 in Block 11.01; thence
3.) Along said dividing line, North eighty-seven degrees, twenty minutes, fifty-six seconds
East (N 87' 20' 56" E), two hundred ninety-three and twenty-three hundredths feet
(293.23') to a point in the dividing line between Lot 49 and Lot 53 in Block 11.01;
thence
900 Lanidex Plaza. Parsippany. NJ 07054· Tel: (973) 377-8500· Fax; (973) 887·0925 . E·mail; ketlkirk@kellkirk.com· www.kctlkirk.com
4.) Along said dividing line, North eighty-seven degrees, twenty-one minutes, twenty-
three seconds East (N 87' 21' 23" E), a distance of four hundred ninety-four and eighty-
nine hundredths feet (494.89') to a point in the dividing line between Lot 45 and Lot
48 in Block 11.01, said point also falls in the center of Ralph's Creek; thence along the
center of said Ralph's Creek the following six (6) courses
5.) Along a curve to the right, having a radius of four hundred fifty-seven and four
hundredths feet (457.04'), an arc length of sixty-four and sixty-six hundredths feet
(64.66'), a central angle of eight degrees, six minutes, twenty-three seconds (08' 06'
23"), and a chord bearing of North twenty-five degrees, three minutes, seven seconds
West (N 25' 03' 07" W), a chord distance of sixty-four and sixty-one hundredths feet
(64.61 ') to a point of compound curvature; thence
6.) Along a curve to the right, having a radius of fifty-nine and two hundredths feet
(59.02'), an arc length of fifty and sixty-eight hundredths feet (50.68'), a central angle of
forty-nine degrees, eleven minutes, forty-seven seconds (49' 11' 47"), and a chord
bearing of North three degrees, thirty-fIVe minutes, fifty-eight seconds East (N 03' 35'
58" E), a chord distance of forty-nine and thirteen hundredths feet (49.13') to a point of
compound curvature; thence
7.) Along a curve to the right, having a radius of sixty-eight and forty-nine hundredths
feet (68.49'), an arc length of fifty-two and sixty-four hundredths feet (52.64'), a central
angle of forty-four degrees, two minutes, eleven seconds (44' 02' 11 "), and a chord
bearing of North fifty degrees, twelve minutes, fifty-seven seconds East (N 50' 12' 57"
E), a chord distance of fifty one and thirty-six hundredths feet (51.36') to a point of
reverse curvature; thence
8.) Along a curve to the left, having a radius of one hundred two and ninety-one
hundredths feet (10291 ') feet, an arc length of forty-five and ninety-nine hundredths
feet (45.99'), a central angle of twenty-five degrees, thirty-six minutes, twenty-seven
seconds (25' 36' 27"), and a chord bearing of North fifty-nine degrees, twenty-five
minutes, fifty seconds East (N 59' 25' 50" E). a chord distance of forty-five and sixty-one
hundredths feet (45.61 ') to a point of compound curvature; thence
9.) Along a curve to the left, having a radius of eighty-five and thirty-three hundredths
feet (85.33'), an arc length of twenty-four and eighty-four hundredths feet (24.84'), a
central angle of sixteen degrees, forty minutes, thirty-seven seconds (16' 40' 37"), and
a chord bearing of North thirty-eight degrees, seventeen minutes, eighteen seconds
East (N 38' 17' 18" E), a chord distance oftwenty-four and seventy-five hundredths feet
(24.75') to a point of reverse curvature; thence
10.) Along a curve to the right, having a radius of sixty-three and ninety-seven hundredths
feet (63.97), an arc length of thirty-three and forty-two hundredths feet (33.42'), a
central angle of twenty-nine degrees, fifty-six minutes, eleven seconds (29' 56' 11 "),
and a chord bearing of North forty-four degrees, fifty-five minutes, five seconds East (N
44' 55' OS" E), a chord distance of thirty-three and five hundredths feet (33.05'), to a
point in the dividing line between said Lot 48 and Lot 46 in Block 11.01; thence
~ Keller & Kirkpatrick, Inc.
11.) Along said dividing line, North four degrees, forty-four minutes, twenty-one seconds
West (N 04° 44' 21" W), a distance of three hundred ninety-three and nineteen
hundredths feet (393.19') to a point in the mean high tide line of the southern shore of
the Rahway River, as shown on the New Jersey Department of Environmental
Protection (NJDEP) Division of Coastal Resources Map showing conveyances on
Rahway River, Atlas Sheet No. 637-2118; thence
12.) Along said mean high tide line, for its various courses and distances, in a generally
easterly direction, one thousand three hundred seventy-two feet, more or less
(l,372'±) to a point, said point being at the end of the following tie courses
A) North eighty-one degrees, fifty-four minutes, forty seconds East (N 81° 54' 40"
E), a distance of three hundred forty-seven and twenty-four hundredths feet
(347.24') to a point; thence
B.) North eighty-seven degrees, two minutes, thirty-two seconds East (N 87" 02'
32° E). a distance of seven hundred forty-seven and ninety-three hundredths
feet (747.93') to a point; thence
C.) North eighty-eight degrees, fifty-eight minutes, forty-six seconds East (N 88' 58'
46° E), a distance of one hundred seventy-four and thirty-six hundredths feet
074.36') to a point in the mean high tide line on the westerly sideline of Cross
Creek, as shown on said Map No. 637-2118, thence
13.) Along said mean high tide line its various course and distances, in a generally
southerly direction, a distance of six hundred fifteen feet, more or less (615'±) to a
point in said westerly sideline, said point being at the end of the following tie course
A.) South zero degrees, six minutes, twenty-one seconds West (5 00° 06' 21" W), a
distance of five hundred seventy-four and sixty-two hundredths feet (574.62')
feet to a point in said westerly sideline marking the dividing line between Lots
36 and 37 in Block 11.01; thence
14.) Leaving said mean high tide line, and along the northerly line of said Lot 36, North
eighty-four degrees, seventeen minutes, thirty-three seconds East (N 84° 17' 33" E), a
distance of thirty-three and seventy-three hundredths feet (33.73') feet to a point in
the center of Cross Creek, thence along said center, the following ten (10) courses
15.) Along a curve to the left, having a radius offorty-two and thirty-seven hundredths feet
(42.37'), an arc length of nine and ninety-five hundredths feet (9.95'), a central angle of
thirteen degrees, twenty-seven minutes, twenty-eight seconds (13° 27' 28"), and a
chord bearing of South seventeen degrees, fifty-three minutes, twenty-two seconds
East (5 17" 53' 22" E), a chord distance of nine and ninety-three hundredths feet (9.93')
to a point of non-tangent curve; thence
16.) Along a curve to the left, having a radius of five hundred fifty-eight and fifty-eight
hundredths feet (558,58'), an arc length of one hundred fifteen and fifty-one
hundredths feet (115.51'), a central angle of eleven degrees, fifty minutes, fifty-four
seconds (11° 50' 54"), and a chord bearing of South twenty-three degrees, forty-seven
.2I[, RelIer & Kirkpatrick, Inc.
minutes, forty-eight seconds East (5 23· 47' 48" E), a chord distance of one hundred
fifteen and thirty hundredths feet (115.30') to a point of non-tangent curve; thence
17.) Along a curve to the left, having a radius of four hundred thirty-two and nine
hundredths feet (432.09'), an arc length of one hundred twenty-one and forty-nine
hundredths feet (121.49'), a central angle of sixteen degrees, six minutes, thirty-four
seconds (16· 06' 34"), and a chord bearing of South thirty-nine degrees, fourteen
minutes, thirty seconds East (5 39· 14' 30" E), a chord distance of one hundred twenty-
one and nine hundredths feet (121.091 to a point of compound curvature; thence
18.) Along a curve to the left, having a radius of one hundred sixty-eight and fifty-six
hundredths feet (168.56'), an arc length of seventy-seven and seventy-four
hundredths feet (77.74'), a central angle of twenty-six degrees, twenty-five minutes,
twenty-five seconds (26· 25' 25"), and a chord bearing of South sixty degrees, thirty
minutes, thirty seconds East (5 60· 30' 30" E), and a chord distance of seventy-seven
and five hundredths feet (77.05') to a point of compound curvature; thence
19.) Along a curve to the left, having a radius of one twenty-six and fifty hundredths feet
(12650'), an arc length of thirty-four and two hundredths feet (34.02'), a central angle
of fifteen degrees, twenty-four minutes, twenty-three seconds (1 S· 24' 23"), and a
chord bearing of South eighty-one degrees, twenty-five minutes, twenty-four seconds
East (5 81· 25' 24" E), a chord distance of thirty-three and ninety-one hundredths feet
(33.91 ') to a point of reverse curvature; thence
20.) Along a curve to the right, having a radius of one thousand one hundred twenty nine
and seventy-nine hundredths feet (1,129.79'), an arc length of thirteen and eighty-
three hundredths feet (13.83'), a central angle of zero degrees, forty-two minutes, five
seconds (00· 42' 05"), and a chord bearing of South eighty-eight degrees, forty-six
minutes, thirty-three seconds East (5 88· 46' 33" E), a chord distance of thirteen and
eighty-three hundredths feet (13.83') to a point of compound curvature; thence
21.) Along a curve to the right, having a radius of one thousand one hundred twenty nine
and seventy-nine hundredths feet (1,129.79'), an arc length of fifty-five and twenty-
two hundredths feet (55.22'), a central angle of two degrees, forty-eight minutes, one
seconds (02· 48' 01 "), and a chord bearing of South eighty-seven degrees, one minute,
thirty seconds East (5 87· 01' 30" E), a chord distance of fifty-five and twenty-one
hundredths feet (55.21 ') to a point of compound curvature; thence
22.) Along a curve to the right, having a radius of three hundred ninety-seven and thirty
eight hundredths feet (397.38'), an arc length of ninety-seven and twenty-six
hundredths feet (97.26'), a central angle of fourteen degrees, one minute, twenty-two
seconds (14· 01' 22"), and a chord bearing of South seventy-eight degrees, thirty-six
minutes, forty-eight seconds East (5 78· 36' 48" E), a chord distance of ninety-seven
and one hundredth feet (97.01 ') to a point of compound curvature; thence
23.) Along a curve to the right, having a radius of two hundred ninety-three and thirteen
hundredths feet (293.13'), an arc length of seventy-nine and eighteen hundredths feet
(79.18'), a central angle of fifteen degrees, twenty-eight minutes, thirty-three seconds
(15· 28' 33"), and a chord bearing of South sÍJay-three degrees, fifty-one minutes, fifty
..2í[. Keller&Kirkpatrick,Inc.
seconds East (S 63" 51' 50" E), a chord distance of seventy-eight and ninety-four
hundredths feet (78.94') to a point of non-tangent curve; thence
24.) Along a curve to the right, having a radius of twenty-four and one hundredth feet
(24.01 '), an arc length of thirty-three and thirty-four hundredths feet (33.34'), a central
angle of seventy-nine degrees, thirty-four minutes, forty-seven seconds (79" 34' 47"),
and a chord bearing of South sixteen degrees, twenty minutes, ten seconds East (S 16"
20' 10" E), a chord distance of thirty and seventy-three hundredths feet (30.73') to a
point in the dividing line between Lot 17.01 and Lot 16 in Block 11.01; thence
25.) Along said dividing line, South forty-five degrees, fifty-four minutes, thirty-three
seconds East (5 45" 54' 33" E), a distance of six hundred ninety-three and one
hundredth feet (693.01 ') to a point in the dividing line between Lot 18 and Lot 7 in
Block 11.01; thence
26.) Along said dividing line, South twelve degrees, fifty-three minutes, fifty-four seconds
West (5 12" 53' 54" W), a distance of six hundred eighty-one and ninety-nine
hundredths feet (681.99') to a point in the dividing line between lot 19 and Lot 5 in
Block 11.01; thence
27.) Along said dividing line, South thirteen degrees, three minutes, thirty-five seconds
West (S 13" 03' 35" W). a distance of four hundred forty and forty-four hundredths feet
(440.44') to a point in the dividing line between said Lot 19 and Lot 4 in Block 11.01;
thence
28.) Along said dividing line, and the dividing line between Lot 20 in Block 11.01 and said
Lot 4 in Block 11.01, South seventy-three degrees, twenty-eight minutes, ten seconds
West (S 73" 28' 10" W), a distance of five hundred fifteen and seventy-eight
hundredths feet (515.78') to a pointing the dividing line between said Lot 20 and Lot
21 in Block 11.01; thence
29.) Along said dividing line, North forty-three degrees, twenty-four minutes, three
seconds West (N 43" 24' 03" W), a distance of one hundred two and thirty hundredths
feet (102.30') to an angle point in same; thence
30.) Along said dividing line, and the line between Driftway and said Lot 21, North fifty-
seven degrees, forty-one minutes, thirty-five seconds West (N 57" 41' 35" W), a
distance of five hundred twenty-eight and eighty hundredths feet (528.80') to an
angle point in same; thence
31.) Along said dividing line, South sixty-three degrees, thirty-six minutes, fifty-five
seconds West (S 63" 36' 55" W), a distance of two hundred nineteen and twelve
hundredths feet (219.12') to a point in the northeasterly sideline of the Central
Railroad of New Jersey - Carteret Extension Branch (N/F Conrail) right-of-way; thence
32.) Along said right-of-way, North fifty-seven degrees, fifty-four minutes, twenty-six
seconds West (N 57" 54' 26" W), a distance of one hundred thirty and forty-two
hundredths feet (130.42') to the Point and Place of BEGINNING.
Tract I containing an area of 4,937,956 square feet or 113.36 acres of land, more or less.
&[, Keller & KiI-kpatrick, Inc.
, \
TRACT II {Beina Lot 15 in Block 11.01)
BEGINNING at a point in the easterly edge of the southeast branch of Cross Creek, said point
also being a point in the mean high tide line, as shown on the New Jersey Department of
Environmental Protection (NJDEP) Division of Coastal Resources Map showing conveyances
on Rahway River, Atlas Sheet No. 637-2118, said point also having a New Jersey State Place
Coordinate Value of North 642,420.74, East 569,363.57, and being located the following ten
(10) courses from a point formed by the intersection of the northeasterly sideline of The
Central Railroad of New Jersey - Carteret Extension Branch (N/F Conrail) right-of-way with the
westerly sideline of Unnamed Street [sixty feet wide per Tax Map), said point having a New
Jersey State Plane Coordinate value of North 641,001.47, East 568,244.05, as shown on a
certain map entitled "ALTA Boundary and Topographic Survey, Block 11.01 Lots 15, 17.01,
17.02,18,19,20,23.01,23.02,24,25.01,25.02,26, 29.01, 29.02,30,31.01,31.02,33.01,33.02,
34.01,34.02,35,36,37,38,39,40,41,42,43,44,45,46,47, 49,50,52,58, and 60, Borough of
Carteret, Middlesex County, New Jersey", said map prepared by Keller & Kirkpatrick,
Parsippany, New Jersey, dated January 31", 2003, and running; thence
A. Along said northeasterly sideline, South fifty-seven degrees, fifty-four minutes, twenty-
six seconds East (S 57" 54' 26" E), a distance of one hundred thirty and forty-two
hundredths feet (130.42') to a point in the easterly line of Driftway (variable width
right-of-way); thence
B. Along said easterly line of Driftway, North sixty-three degrees, thirty-six minutes, fifty-
five seconds East (N 63° 36' 55" E), a distance of two hundred nineteen and twelve
hundredths feet (219.12') to a point; thence
C. Along the southerly line of Driftway, and the southerly line of lot 20 in Block 11.01,
South fifty-seven degrees, forty-one minutes, thirty-five seconds East (S 57" 41' 35" E),
a distance of five hundred twenty-eight and eighty hundredths feet (528.80') to a
point; thence
D. Along said southerly line of Lot 20, South forty-three degrees, twenty-four minutes,
three seconds East (S 43° 24' 03" E), a distance of one hundred two and thirty
hundredths feet (1 02.30') to a point; thence
E. Along the easterly line of said Lot 20 and Lot 19 in Block 11.01, North seventy-three
degrees, twenty-eight minutes, ten seconds East (N 73° 28' 10" E), a distance of five
hundred fifteen and seventy-eight hundredths feet (515.78') to a corner in said Lot 19;
thence
F. Along the easterly line of said Lot 19, North thirteen degrees, three minutes, thirty-five
seconds East (N 13° 03' 35" E), a distance of four hundred forty and forty-four
hundredths feet (440.44') to an angle point in said lot 19; thence
G. Along the easterly line of said Lot 19 and Lot 18 in Block 11.01, North twelve degrees,
fifty-three minutes, fifty-four seconds East (N 12° 53' 54" E), a distance of six hundred
eighty-one and ninety-nine hundredths feet (681.99') to a point; thence
~ Keller & Kirkpatrick, Inc.
· ,
H. Along the northeasterly line of Lots 17.02, 17.01 and Unnamed Street (sixty feet wide
per Tax Map), North forty-five degrees, fifty-four minutes, thirty-three seconds West (N
4So 54' 33" W), a distance of six hundred ninety-three and one hundredth feet (693.01')
to a point in the center of Cross Creek; thence
I. North sixty-one degrees, thirty~nine minutes, forty-eight seconds East (N 61° 39' 48" E),
a distance of fifty-three and forty-three hundredths feet (53.43') to the true Point and
Place of BEGINNING, and running; thence along said mean high tide line as shown on
said New Jersey Department of Environmental Protection (NJDEP) Division of Coastal
Resources Map showing conveyances on Rahway River, Atlas Sheet No. 637-2118, the
following thirteen (13) courses
1.) North twenty-one degrees, three minutes, thirty-one seconds East (N 21° 03'
31" E), a distance of seventy and ninety-three hundredths feet (70.93') to a
point; thence
2.) North fifty-five degrees, forty-four minutes, thirty-five seconds East (N 55° 44'
35" E), a distance of twenty-two and ninety-nine hundredths feet (22.99') to a
point; thence
3.) North six degrees, fifty-nine minutes, twenty-two seconds East (N 06° 59' 22" E),
a distance offifty and thirty-seven hundredths feet (50.37') to a point; thence
4.) North forty-six degrees, thirty-eight minutes, forty-two seconds East (N 46° 38'
42" E), a distance of one hundred four and sixty-nine hundredths feet (104.69')
to a point; thence
5.) North sixty-four degrees, nineteen minutes, twenty-three seconds East (N 64°
19' 23" E), a distance of sixty-six and sixty-five hundredths feet (66.65') to a
point; thence
6.) North fifty degrees, fifty minutes, four seconds East (N 50°50' 04" E), a distance
of forty-two and sixty-four hundredths feet [42.64') to a point; thence
7.) North ninety degrees, zero minutes, zero seconds East (N 90° 00' 00" E), a
distance of twelve and zero hundredths feet (12.00') to a point; thence
8.) South forty-one degrees, twenty-one minutes, twenty-four seconds East (5 41°
21' 24" E), a distance of thirty-four and seventy-two hundredths feet (34.72') to
a point; thence
9.) South seventeen degrees, thirty minutes, zero seconds East (5 1 r 30' 00" E), a
distance of one hundred nine and eleven hundredths feet (109.11 ') to a point;
thence
10.) South twenty-two degrees, one minute, two seconds East (5 22° 01' 02" E), a
distance of thirty-four and fifty-two hundredths feet (34.52') to a point; thence
11.) South one degree, thirty-six minutes, fifty-one seconds East (S 01° 36' 51" E), a
distance of thirty-three and one hundredth feet [33.01 ') to a point; thence
~ Keller & Kirkpatrick,Inc.
, ,
, .
12.) South nineteen degrees, fifty-nine minutes, fifty-four seconds East (S 19" 59' 54"
E), a distance of thirty-one and ninety-nine hundredths feet (31.99') to a point;
thence
13.) South forty degrees, fifty minutes, twenty-four seconds East (5 40" 50' 24" E), a
distance of ten and thirty-three hundredths feet (10.33') to a point in the
dividing line between Lots 15 and 16 in Block 11.01; thence
14.) Along said dividing line, 50uth eighty-five degrees, forty-three minutes, fifty-six
seconds West (S 85" 43' 56" W), a distance of three hundred twenty and seven
hundredths feet (320.07') to the Point and Place of BEGINNING.
Said Tract II containing an area of 49,355 square feet or 1.13 acres of land, more or less.
The combined area of Tracts I and II is 114.49 acres of land, more or less.
Subject to all existing easements and restrictions of record.
This description prepared by Keller & Kirkpatrick, Parsippany, New Jersey, in accordance with
the aforementioned survey map.
/ . .
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Werner A. Mall, P.L.S. I I
Professional Land Surveyor License No. 37201
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Exhibit C to Application for Financial Agreement
SURVEY
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Exhibit D to Application to financial Agreement
SITE PLAN
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Exhibit E to Application for Financial Agreement
Formulae for Annual Service Charges
SCHEDULE 1
ESTIMATED SCHEDULE FOR DEBT SERVICE
PORTION OF PLEDGED ANNUAL SERVICE CHARGE
Attached
SCHEDULE 1
Debt Service Portion of Pledged Annual Service Charge
Date
Amount
8/1/2007
11/1/2007
2/1/2008
5/1/2008
8/1/2008
11/1/2008
2/1/2009
5/1/2009
8/1/2009
11/1/2009
2/1/2010
5/1/2010
8/1/2010
11/1/2010
2/1/2011
5/1/2011
8/1/2011
11/1/2011
2/1/2012
5/1/2012
8/1/2012
11/1/2012
2/1/2013
5/1/2013
8/1/2013
11/1/2013
2/1/2014
5/1/2014
8/1/2014
11/1/2014
2/1/2015
5/1/2015
8/1/2015
11/1/2015
2/1/2016
5/1/2016
8/1/2016
11/1/2016
2/1/2017
5/1/2017
8/1/2017
11/1/2017
2/1/2018
5/1/2018
8/1/2018
11/1/2018
$924,529.43
$924.529.43
$315,451.54
$315,451.54
$931.553.40
$931,553.40
$305,593.91
$305,593.91
$942,096.49
$942,095.49
$294.996.14
$294.996.14
$955.979.59
$955,979.59
$283,461.98
$283,461.98
$964,846.16
$954.846.16
$271.094.86
$271,094.86
$976.959.90
$976.959.90
$257,824.59
$257,824.59
$992.250.65
$992.250.55
$243,540.01
$243,540.01
$1,005,527.08
$1,005,527.08
$228,318.41
$228,318.41
$1,019.866.50
$1,019,866.50
$212.170.83
$212,170.83
$1,036.360.08
$1,036,360.08
$194.945.28
$194.945.28
$1.055,855.83
$1,055,855.83
$176.693.97
$176,693.97
$1,074,325.83
$1,074.325.83
SCHEDULE 1
Debt Service Portion of Pledged Annual Service Charge
Date
Amount
2/1/2019
5/1/2019
8/1/2019
11/1/2019
2/1/2020
5/1/2020
8/1/2020
11/1/2020
2/1/2021
5/1/2021
8/1/2021
11/1/2021
2/1/2022
5/1/2022
8/1/2022
11/1/2022
2/1/2023
5/1/2023
8/1/2023
11/1/2023
2/1/2024
5/1/2024
8/1/2024
11/1/2024
2/1/2025
5/1/2025
8/1/2025
11/1/2025
$157,350.01
$157,350.01
$1,091.703.16
$1,091.703.16
$136,934.39
$136,934.39
$1,112,088.99
$1,112,088.99
$115,432.23
$115,432.23
$1,135,468.43
$1,135,468.43
$92,583.42
$92,583.42
$1,157.501.21
$1,157,501.21
$68,464.53
$68,464.53
$1,182,342.56
$1,182,342.56
$42.843.81
$42,843.81
$1,205.685.07
$1,205,685.07
$15,807.75
$15.807.75
$1,231,690.99
$1.231,690.99
Exhibit E to Application for Financial Agreement
Fonnulae for Annual Service Charges
SCHEDULE 2
SCHEDULE OF BOROUGH PORTION OF
UNPLEDGED ANNUAL SERVICE CHARGE
Date of Issuance of Temporary Certificate of Occupancy for first tenanted space in Project is
start of "Year 0".
Year 1-5
$107,623.96 annually, but which shall be paid III equal quarter I y
installments equal to one-fourth of such amount
$143,498.60 annually, but which shall be paid III equal quarterly
installments equal to one-fourth of such amount
$179,373.24 annually, but which shall be paid III equal quarter! y
installments equal to one-fourth of such amount
$215,247.88 annually, but which shall be paid III equal quarterly
installments equal to one-fourth of such amount
Year 6-10
Year 11-15
Year 16-20
Year 21 to end --
(if applicable*)
shall equal the amount that, if not for the exemption from taxation as
provided for in the Financial Agreement, would otherwise be assessed
against the Phase I Redevelopment Project Improvements in accordance
with the general law applicable to non-exempt property in the Borough in
these respective years.
* The Financial Agreement shall remain in effect until the earlier of (i) thirty-five (35) years
from the date of execution hereof, (ii) thirty (30) years from the Phase I Redevelopment Project
Completion Date or (iii) the date on which no Project Sponsor Conduit Loan Bonds remain
"outstanding" within the meaning of the Trust Indenture. At the expiration of the tenn of the
Financial Agreement the tax exemption for the Phase I Redevelopment Project shall expire and
the Phase I Redevelopment Project Improvements shall thereafter be assessed and taxed
according to the general law applicable to non-exempt property in the Borough. It is anticipated
that the Project Sponsor Conduit Loan Bonds shall be retired, and no longer deemed
"outstanding" within the meaning of the Trust Indenture, prior to Year 21.
Exhibit E to Application for Financial Agreement
Fonnulae for Annual Service Charges
SCHEDULE 3
ANNUAL SERVICE CHARGE AS PERCENTAGE OF
ESTIMATED TOTAL PROJECT COSTS
For the 20 year period, a Percentage wiH be developed using the foHowing fonnula:
The Percentage to be applied to TPC is as foHows:
The percentage equals:
Pledged ASC <Estimated) + Unp]edged ASC (Borough Portion Plus County Portion)
Total Project Costs (Estimated)
See Attached
Consistent with the tenns ofN.J.S.A. 40A:20-3(h), Total Project Costs will include the actual
construction costs which the entity shaH cause to be certified and verified to the municipality and
the municipal governing body by an independent and qualified architect, including the cost of
any preparation of the site undertaken at the entity's expense.
Schedule 3
Annual Service Charge as Percentage of
Estimated Project Costs
Pledged Unpledged Total
ASC + ASC Project Cosl
Year 1 $1,846,680 + $205.339 I $121.977,035 = 1.68%
Year 2 $2,489,181 + $237,464 I $121,977,035 = 2.24%
Year 3 $2,488,029 + $237,407 I $121,977,035 = 2.23%
Year 4 $2,492,000 + $237,605 I $121,977,035 = 2.24%
Year 5 $2,483,988 + $237,205 I $121,977,035 = 2.23%
Year 6 $2,480,724 + $274,710 I $121,977.035 = 2.26%
Year 7 $2,481,924 + $274,770 I $121,977,035 = 2.26%
Year 8 $2,478.983 + $274.623 I $121,977,035 = 2.26%
Year 9 $2,4 72,205 + $274,284 I $121,977.035 = 2.25%
Year 10 $2,469,793 + $274.163 I $121.977,035 = 2.25%
Year 11 $2,471.137 + $311,899 I $121,977,035 = 2.28%
Year 12 $2,468,282 + $311.756 I $121,977.035 = 2.28%
Year 13 $2,460,957 + $311.390 I $121,977,035 = 2.27%
Year 14 $2,457,405 + $311.212 I $121,977.035 = 2.27%
Year 15 $2,457.561 + $311,220 I $121,977,035 = 2.27%
Year 16 $2,359,640 + $343.992 I $121,977.035 = 2.22%
Year 17 $2,449.851 + $348.503 I $121,977.035 = 2.29%
Year 18 $2,441,363 + $348,078 I $121,977,035 = 2.29%
Year 19 $2,435,254 + $347,773 I $121,977,035 = 2.28%
Year 20 $0 + $226,010 I $121,977,035 = 0.19%
Exhibit F of the Application for Financial Agreement
CONSTRUCTION BUDGET
Attached
~
Exhibit F
Construction Budget
i-Port 12, Carteret, NJ
Long Term Tax Exemption
Estimated Total Project Costs
Number Category Costs
Cost of the Land, Acquisition $12.674,225
2 Professional Fees (Inc!. Architect, Engineer and Attorney) $10.124,039
3 Surveying and Testing $86,500
4 Estimated Construction Costs $83,467,031
5 Insurance, Interest. Financing $6,336,420
6 Costs of Initial Permanent Financing $2,373,943
7 Commissions and Other Expenses $2,452,775
8 Real Estate Taxes and Assessments $288,750
9 Developer's Overhead (5% of Number 4 Above) $4,173,352
Total Estimated Project Costs $121,977,035
Exhibit G to Application for Financial Agreement
SOURCES OF FUNDING
Sources of Funds:
NJ Environmental Infrastructure Trust
Bank of America Construction Loan
Developer's Equity/Grants
Total Sources of Funds
$ 38,500,000
$ 68,000,000
$ 15,477,035
$121.977.035
Exhibit H to Application for Financial Agreement
TENTATIVE FINANCIAL PLAN/OPERATING BUDGET
Attached
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Exhibit I to Application for Financial Agreement
PROPOSED FORM OF FINANCIAL AGREEMENT
Attached
Exhibit J to Application for Financial Agreement
CHART SHOWING OWNERSHIP STRUCTURE
Attached
EXlITBIT J
OWNERSIllP STRUCTURE OF REDEVELOPER
P. SLAYTON
A. MALINSKY
J. CAHALL
36.5%
36.5%
27%
CARTEREr 12
DEVELOPMENT LLC
GLENMONT CARTERET
REP. LLC-82.01%
GLEN MONT REAL EST A IE
PARTNERS, LP., SOLE
MEMBER
GLEN MONT CARTERET ClP,
LP.-17.99%
GLENMONT CO-
ll\1VESTMENT PARTNERS,
L.P., SOLE MEMBER
HAGAN
INVESTMENTS, LLC
20%
PRIOR TO SUCCESSFUL
COMPLETION
10%
PRIOR TO SUCCESSFUL
COMPLETION
90%
UPON SUCCESSFUL
COMPLETION
80%
UPON SUCCESSFUL
COMPLETION
20%
DAVID HAGAN
100%
P ANA TTONJ
INVESTMENTS, LLC
80%
TITAN GLENMONT CARTERET LLC
40%
CARTERET PDC LLC
60%
~
I
/
I
TITAN-PDC CARrERET lie
#2710494 (134124.001)
#2566980 (134124.DDt)
Exhibit K to Application for Financial Agreement
ORGANIZA TIONAL DOCUMENTATION OF REDEVELOPER
Attached
_.7 ~...
- .~
~
1Je/áware
PAGE 1
'I'1íe :Jírst State
I, HARRIET SMITII' WINDSOR, SECRE~Y OF STUE OF THE STATE OF
DEL1I.I'IA1Œ, DÖ HEREBY CER!rln TIlE ATTAÇBED IS A T1W'E AND CORREC~
COpy OF THE CER!rIFlCATE OF FORMATLON OF "TITAN-PDC CARTERET,
LLC", FILED IN TRIS OFFICE ON TIlE EIGII'TH DAY OF. JCLY, A.D. Z003,
M 8:32 O'CLOCK P.M.
3679431 Bl00
030449866
-»~ ~91-~
Hamet SmIth WIndsor, Secretuy of State
AUTHENTICATION: 2517358
DATE: 07-0.8-03
, ,.
STATE of DELAWARE
LIMITED L[ABILITY COMPANY
,. .
CERTIFICATE of FORMATION
FIRST: The name of the limited liability company is TÏtan-PDC Carteret, ILC.
SECOND: The address of its registered office in the State ofDeIaw= is 1209 ~ SIr<¡et in the
CityofWllmingtou, CoÍJntyofNew Castle. "The ~ofitsRegisteredAgent at suCh:address is The
CoIJlOmtion Tru~ Company.
THIRD: The !ate$tàateon which the·liÙiitedHabilityrompanyis to dîSso1veis Decembcr31, 2078.
" .
IN WITNESS WHEREOF, tho undersigned has executed this Certificate o£'POJ:t:Uition ofTiÙ!ll-
PDC Carteret, LLC this '8th day of JlI1y, 2003.
Peter E. von Ellen Is!
Peter E. von Ellen, Authorize:d Person
st:a till ø:£ Dal.afl~
SQcra~arr ø£ Stata
vJ..:t.OD. oL Co.Lporat.!aa.'s
verad Og;50 PM 07/08/2003
tI!II 08:32 PM 07/08/2003
030449856 - 3679431 r~
C~~.CT?.oac
I
'1Jelécware
PAGE 1
Tfie :fírst State
I, BARRIET SMnH WINDSOR, SECRETARY OF. S!I!ATE OF THE STATE OF
DELAWA:RE, DO IlEREBY CER!l'IFY THE AT!I!ACHED IS A TRUE AND CORREC!!,
COPY OF THE CERTIFICATE OF AMENDMENT OF "TI'lAN-PDC CAR'lERET,
~Lcn,. 1::BAN.GING 'ITS NAME ~OM. "nTAN-p~C CA:RTER¥<T, LLC" TO
. "TI'lAN-PDC ~T URBAN RENEWAL.' LLC.", FILED IN 'l'HISOFFICE ON
TIlE EIGHTEEN'lH DAY OF S¡µ>TEMBER, A.D. 2.0.03, AT 6:.09 O'CLOCK P.M.
'.
,
I
..,
3679431 81.0.0
.03.06.02531
AUTHENTICATION: 26486.05
,
~~~91-~.
Harriet Smith Windsor, ~etreta.ry of Sta.te
DATE: .09-23-.03
.. .
,
.'
sta~e of A1JaIf'4.t'11 '
StiOhtur of st.t:,
DlvJ.dol1 cE .CorporatJ.ol!ß
DoU..r.d 0~:30 AN 09/22/2009
J'XUD O€: 09 PI{ 09/l8/2DO~
SIIV 030/{0253~'--~519431 rILl!
ST~TEofD.EI..A.WARE
LIMITED Lt\,BJl.ITY COMPANY
CERTiFICAtE OF AMENDMENT TO
CERTIFICATE .fFORMATfON
.'"
'.
FIRST: The II!Ime of !he limited liability company is TIIan-PDC Carteret, LtC,
SECOND: Article onc ¡. boteby revised t.o staie: "1ñ. 11IIme of tne limitèd liability i.~ TilBn-POC
('arte(e' Urban Rencwal. liC." .
,.
(N WITN1!:SS WHEfŒOF, the undersig=! has CX'0cutr0 this Amended Cer1ifièate .ofFonnalion
..fTilR11'P )(· ('arteret, U.c this 18th day.ofSeptcni~, 2003.
/sI·CJrrl D. PlII1ottorù
Carl D. PaJiattoni, Trustee .ofPanatt.o/Ú Living
Trus1. datc April 8, 1998, Managiug Mc;mbeC'
.of I'WJsttOt\; mvestments, LLC, M_ging
. Member of earteÌet PDC, LLC, Managing'
Member .
C::\'1EJ4P'iTITA.~JJC·AAID.r.TF.nx:
·
'1Jelãware
PAGE 1
'ifie Jírst State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO I!IEREM CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF nTITAN-PDC CARTERET
tmBAN RENEWAL, LLcn, CIiAN.GING ITS NAME FROM "TITAN-PDC GARTERET
tmBAN RENEI'IAL, LLC" TO "TITAN-PDC CA:ærERET, LLC", FILED IN THIS
OFFICE ON THE THIRTIETH DAY OF JANUARY, A.D. 2004, AT 6:12
O'CLOCK P.M.
3679431 8100
040068022
....v~ ~'Jj-~
HarrfecSmlth Wlndsor Secretary of Stil.te
AUTHENTICATION: 2904868
DATE: 02-02-04
,
Stat:,. .of b.law..!U"$
. sear.t:uy øt S~.~fíJ
. Dlv!.lI!øn of CorporatJ.onl
Dal£vorod 06:36 PH Ol/30/2004
FIlJW 06, l2 1JI/ Ol/30/2004
SRV 040068022 - 3&7943l nu
STATE ofDELAWA,IŒ
LIMITED LIABIIJ1Y COMPA.N'Y
cERTIFICATE OF SECOND'AMENIll\fENT TO
CERTIFICATE of FORMATION
FIRST: The name of the limited liabiIJty company is Tibw-PDC ~ Uri>ån Renewal, LLc.
SECOND: Artie)" onc is hereby rcvi!iC'd to S!Iite: "The nalUO ofth" limited liability is Titan-PDt
Carterel, LLC. . .
THIRD, J\Jl other matters set forth In tho Corti1lcaœ ofFcn'matioll are lu:rebyrestaled.
IN WITNEss WHEREOF, the undersigned has œðcured Ihi& Second Amended Certificate of
FOrollltion ofTItan-PDc Carteret Uri>an Renewal. LLC this I at day ofDocemb..... 2003.
Is! David Hal!8n
David Hagan,' Sole Member of Hagtlll
Investments, LLC. ManoBÍng Mcmba- of
Carterct J'DC; LLC. Managing Member
C:\1EMPm't"'NPOC'~AM'Ð2.C'f't.DOC
.r.
'J'
STATE OF DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF THIRD AMENDMENT TO
CERTIFICATE OF FORMATION
FIRST: The name of the limited liability company is Titan-PDC Carteret,lLC.
SECOND: Article One is hereby revised to state: "The name of the limited liability is Titan-PDC
Carteret Urban Renewal, lLC".
THIRD: All other matters set forth in the Certificate of Formation are hereby restated.
FOURTH: The Certificate is further amended to include the following provisions:
a. The purpose for which the limited liability company is. formed shall be to operate under
New Jersey Statutes Annotated (''N.J. SA ") 4ûA:20-1 et seq. and to initiate and conduct
projects for the redevelopment of a redevelopment area pursuant to a redevelopment plan and
as further defined in the Redevelopment Agreement By and Among the Borough ofCarteret,
New Jersey, as Redevelopment Entity, and TItan-PDC Carteret, lLC, a Delaware limited
liability company, as Redeveloper, Execution Date: as ofFebroary 6, 2004 ("Redevelopment
Agreement"), and to acquire, plan, develop, construct, alter, maintain or operate business,
industrial, commercial, ~ñmini <ttative, community, health, recreational, educational or
welfare projects, or any combination of two or more of these types of 'improvement in a
single project, under such conditions as to use, ownership, management and control as
regulated pursuant to N.J.S,A. 40A:20-1 et seq.
b. So long as the entity is obligated under financial agreement with the Borough of Carteret
("Borough") made pursuant to N.J.SA 4ûA:20-1 etseq., it shall engage in no business other
thm the ownership, operation and management of the project as defined in the
Redevelopment Agreement.
c. The entity has been organized to serve a public purpose, and its operations shall be
directed toward: (1) the redevelopment of redevelopment areas; (2) the acquisition,
management and operation of a project under NJ.S.A. 40A:20-1 et seq.; and (3) that it
shall be subject to regulation by the Borough in which its project is situated, and to a
limitation or prohibition, as appropriate, on profits or dividends for so long as it remains the
owner of a project subject to NJ.S.A. 40A:20-1 et seq.
d. The entity shall not voluntarily transfer more than 10% of the ownership of the project or
any portion thereof undertaken by it under NJ.S.A. 40A:20-1 et seq., until it has first
removed both itself and the project from all restrictions of N.J.S .A. 4ûA:20-1 et seq. in the
manner required by N J.S.A. 4OA:20-1 et seq. and, with the exception of transfer to another
urban renewal entity, as approved by the Borough in which the project is situated, which
other UIban renewal entity shall assume all contractual obligations of the transferor entity
under the financial agreement with the Borough. The entity shall file annually with the
1
.7
,r
Borough governing body a disclosure of the persons having an ownership interest in the
project, and of the extent of the ownership interest of each. Nothing herein shall prohibit any
transfer of the ownership interest in the urban renewal entity itselfprovided that the transfer,
if greater than ten percent (10%), is disclosed to the Borough governing body in the annual
disclosure statement or in correspondence sent to the Borough in advance of the annual
disclosure statement referred to above.
e. The is subject to the provisions of section N.J.S.A 40A:2Q-18 respecting the powers of
the Borough to alleviate financial difficulties of the urban renewal entity or to perform
actions on behalf of the entity upon a determination of financial emergency.
f. The entity is subject to the provisions of section N.J.S.A, 4OA:ZQ-18 respecting the powers of the
Borough to alleviate financial difficulties of the urban renewal entity or to perform actions on bebaJf-
of the entity upon a determination of financial emergency.
IN WITNESS WHEREOF, the undersigned has executed this Third Amended Certificate of
Formation of Titan-PDC Carteret, Il.C this 2"" day of December, 2004.
'IITAN-PDC CAR'IERET, Il.C, a Delaware Limited
Liability Company
By: CARTERET PDC, Il.C, a Delaware Limited
liability Company
By: Hagan Investments, Il.C,
a Colorado Limited liability Company,
Its Managing Member
By: ~ -
Davi , Its Sole Member
2
" ,
Delãware
PAGE 1
'1ne J'írst State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "TITAN-PDC CARTERET,
LLC", CHANGING ITS NAME FROM "TITAN-PDC CARTERET, LLC" TO
"TITAN-PDC CARTERET URBAN RENEWAL, LLC", FILED IN THIS OFFICE ON
THE THIRTIETH DAY OF MARCH, A.D. 2005, AT 12:55 O'CLOCK P.M.
3679431 8100
050258499
~~~w-~
Harriet Smith Windsor, Secreury of State
AUTHENTICATION: 3779163
DATE: 03-31-05
1Jelã:ware
PAGE 1
Tfíe :fírst State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THAT "TITAN-PDC CARTERET URBAN
RENEWAL, LLC" IS DULY FORMED UNDER THE LAWS OF THE STATE OF
DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE NOT
HAVING BEEN CANCELLED OR REVOKED SO FAR AS THE RECORDS OF THIS
OFFICE SHOW AND IS DULY AUTHORIZED TO TRANSACT BUSINESS.
THE FOLLOWING DOCUMENTS HAVE BEEN FILED:
CERTIFICATE OF FORMATION, FILED THE EIGHTH DAY OF JULY, A.D.
2003, AT 8:32 O'CLOCK P.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "TITAN-PDC
CARTERET, LLC" TO "TITAN-PDC CARTERET URBAN RENEWAL, LLC", FILED
THE EIGHTEENTH DAY OF SEPTEMBER, A.D. 2003, AT 6:09 O'CLOCK P.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "TITAN-PDC
CARTERET URBAN RENEWAL, LLC" TO "TITAN-PDC CARTERET, LLC", FILED
THE THIRTIETH DAY OF JANUARY, A.D. 2004, AT 6:12 O'CLOCK P.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "TITAN-PDC
CARTERET, LLC" TO "TITAN-PDC CARTERET URBAN RENEWAL, LLC", FILED
THE THIRTIETH DAY OF MARCH, A.D. 2005, AT 12:55 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID
CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE
3679431 8310
J¡~ ~9f-~
Harriet Smith Windsor. Secrecuy of Stare
AUTHENTICATION: 4188563
050793933
DATE: 09-28-05
1Jelãware
PAGE 2
Tne :fírst State
AFORESAID LIMITED LIABILITY COMPANY.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
BEEN PAID TO DATE.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "TITAN-PDC
CARTERET URBAN RENEWAL, LLC" WAS FORMED ON THE EIGHTH DAY OF
JULY, A.D. 2003.
3679431 8310
...v~ ~91-~
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 4188563
050793933
DATE: 09-28-05
FILED
. r FEB 1 2005 J
STATE TRE
RICHARD J. CODBY
Ác/ing Governor
DEPARTMENT OF COMMUNITY AFFAIRS
TO: State Treasurer
RE: TITAN-PDC CARTERET URBAN RENEWAl. LLC
File # 597
An Urban Renewal Entity
This is to certify that the attaohed CERTiFICATE OF AMENDMENT TO REGISffiATlON
OF FOREIGN LIMITED LIABILITY COMPANY OF AN URBAN RENEWAL ENTITY has been
examined and approved by the Department of Community Affairs, pursuant to the power vested
·in it under the "Long Term Tax Exemption Law, P.L 1991, 0.431.
. ...., sr- 0
Done thts <-I day of (/ tL
20 "5- at Trenton, New Jersey.
DEPARTMENT OF COMMUNITY AFFAIRS
BY ú/dIlt·
William M. Connolly, Director
Division of Codes and Standards
The attached Certificate of Amendment to Registration of Foreign Limited Liability
Company has been reviewed and approved as to form.
Attorney General of New Jersey
D'" (/ (oe;
By
Leslie S. Lefkowi
Deputy Attorney Genera
111]
N= rerseu 1.~ An F..OUDt (}nrmTtllnitv F.mnlml_ _ Pri..,,.d ^" R",n,,.ll'd PnmrnHd R"N,,.I,,hl,.
,:,-(.\ ,--'"
CERTIFICATE OF AMENDMENT TO
REGISTRATION OF FOREIGN LIMITED LIABILITY COMP
FILED
FIRST: The name of the limited liability company is Titan-PDC Carteret, LLC (
The New Jersey identification number for the Company is 0600192739.
SECOND: Article One is hereby revised to state: "The name of the limited liability is Titan- PDC
Carteret Urban Renewal, LLC".
THIRD: All other matters set forth in the Company's Registration of Foreign Limited Liability
Company are hereby restated.
FOuRTH: The Certificate isfurthcr amended to include the following provisions:
FEB 1 2005
a. The purpose for which the Company is formed shall be to operate under New Jersey P .L. 1991, c..
43 I (C. 40A:20-l et seq.) and to initiate and conduct projects for the redevelopment of a
redevelopment area pursuant to a redevelopment plan, or projects necessary, useful, or convenient
for the relocation of residents displaced or to be displaced by the redevelopment of all of part of one
or more redevelopment areas, or low and moderate income housing projects, and when, authorized
by:financial agreement with themUDÍcipalìty, to acquire, plan, develop, construct, alter, m.int.ill or
operarehousing, seniorcìtizenhousing, business, industrial, commercial, .tfmin;<tratÏve, comniunity,
health, recreational, educational or welfare projects, or any combination of two or more of these
types of improvement in a single proj ect, under sneh conditions as to use, ownership, management
and control as regulated pursuant to P.L. 1991, c. 431 (C. 40k20-l et seq.).
b. So long as the Company is obligated under financial agreement with the Borough of Carteret·
(UBorough'1 madepursuanttoP.L.199l, c. 431 (C. 40k20-1 etseq.), it shall engageinno business
other than the ownership, operation and management of the project.
c. The Company has been orgaiùzed to serve a public purpose, and its operations shall be directed
toward: (1) the redevelopment of redevelopment areas, the facilitation of the relocation of residents
disp;aced or to be displaced byredevelopment, or the conduct ofIow and moderate income housing
projects; (2) the acquisition, management and operation of a project, redevelopment relocation
housing project, orIow and moderate income housing project under P.L. 1991 c. 431 (C. 40k20- I
et seq.); and (2) that it shall be subject to ri:guIation by the Borough in.which its project is situated,
and to a limitation or prohibition, as appropriate, on profits or dividends for so long as it remains the
oWIierofaprojectsubjectto PL. 1991 c. 431 (C. 40k20:1 etseq.).
d. The Compan)' shall not voluntarily 1ran$fer more than 10% of the ownership of the project or any
portion thereofundertalœn by it under P .L.1991 co431 (Co40A:20-1 et seq:.), until ithas fus'tremoved
both itself and the project ftom all restrictions of P.L.1991 c.43 1 (C.40A:~O-l et seq.) in the manner
required by PL.199l c.43l (C.40A:20-1 et seq.) and if the project includes housing units, has
obtained the consent of the Comm'r. of Community Affairs to such transfer; and with the exception
of transfer to another urban renewal entity, as approved by the Borough in which the project is
situated, which other urban renewal entity shall assume all contractual obligations of the transferor
entity under the :financial agreement with the Borough. The Company shall file annuaIIywith the
#2~S2830
I
I "".!¡4 '"'eo.....~..
Borougb. govenring body a disclosure of the persons having an ownership ÌDtðreSt in the
project, and of the extent of the ownership interest of e¡¡ch. Nothing herein shall prohibit any
transiec of the ownership interegt in the urban renewal entity itseIfprovided that the trnnsfci',
if greater than ten percent (1O%),.is disclosed to the Borough governing body in the annual
disclosure statement or in conespondence sent to the Borougb. in advance of the annual
disclosure statement refurred to above.
e. The ÍB subject to the provisions of section NJ.S.A. 4Ok20-18 respecting the powers öf
" the Borough to. alleviate financial difficulties of the urban renewal entity or to pe.rform
actions on behalf of the entity upon a deœnnination of financial emergency.
- .
f. Any housing units constructed or acquired by the Company shall be managed Subject to
the supèrvision of; and rules adopted by, the Commissioner of Co=unity affairs.
IN WITNESS WHEREOF, the undersigned has executed this Certificate Clf Amendment To
the Registration of Foreign Limited Liabi!ity Compåny ofTitan-PDC Cartéret, LLC on this-
"-2114 day of December, 2004. " :
'IITAN-PDC CARTERET,ILC, a Delaware limited
liability Company
By: CARTERET PDC, ILC, a Delaware LiInited
Liability Company
By: Hagan Investments,ll.C,
a Colorado Limited liability Company, .
Its . Member
By:
Da:'
Its Sole Member
2
OCT. 3. 2005 4:51PM
CORP SERV CORP
NO. 6991 P.3
~!
. STATE OF NEW JERSEY
DEPARTMENT OF TIŒASURY
SHORT FORM STANDING
TITAN-PDC CARTERET URBAN RENEWALI LLC
0600192739
With the Previous ()/' Alternate NamE
TITAN - PDC CARTERETI LLC (Previous Name)
11 the Treasurer of the State of New Jerseyl do
hereby certify that the above-named
Delaware ForeIgn Limited Liability Company was
registered by this office on February 912004.
As of the date of this certificatel said business
continues as an active business in good standing
in the State of New Jerseyl and its Annual Reports
are current.
I further certify that the registered agent and
registered OffiCè are:
Paul Slayton
C/O Panattoni Devèlopment Company
180 Raritan Center Parkway, 1st Fl.
Edisonl NJ 08837
~
~
~
~
-
Continued on rœxt page. . .
~.
FINANCIAL AGREEMENT
Record and Return to:
Stephen B. Pearlman, Esq.
DeCotiis, FitzPatrick, Cole & Wisler, LLP
500 Frank W. Burr Boulevard
Teaneck, New Jersey 07666
FINANCIAL AGREEMENT
THIS FINANCIAL AGREEMENT (hereinafter "Agreement" or "Financial
Agreement"), made this day of , 2006 by and between TITAN-PDC
CARTERET URBAN RENEWAL, LLC, a Delaware limited liability company qualified to do
business under the provisions of the Long Term Tax Law (the "Redeveloper Urban Renewal
Entity"), with offices at c/o Panattoni Development Company, 180 Raritan Center Parkway, First
Floor, Edison New Jersey 08837 ("Redeveloper Urban Renewal Entity"), as hereinafter defined)
and the BOROUGH OF CARTERET, a municipal corporation in the County of Middlesex and
the State of New Jersey ("Borough", as hereinafter defined).
WITNESSETH:
WHEREAS, on August 1, 1995, pursuant to and in accordance with the provisions of the
Landfill Reclamation Improvement Di~trict Law, constituting Chapter 173 of the Pamphlet Laws
of 1995 of tne State of New Jersey (the "State"), and the acts amendatory thereof and
supplemental thereto (the "Landfill Law", as codified in NJ.S.A. 40A:12A-50 et ~.), the
Borough finally adopted Ordinance 95-40 which established a landfill reclamation improvement
district consisting of certain real property in the Borough as identified in such ordinance (the
"Initial District"); and
WHEREAS, pursuant to the Landfill Law, the Borough was deemed to have adopted a
redevelopment plan at the time the Initial District was established; and
WHEREAS, on November 2, 1995, the Borough Council adopted Resolution 95-346
relating to a redevelopment plan for the Initial District; and
WHEREAS, on June 6, 1996, pursuant to the 1995 Landfill Law, the Borough finally
adopted Ordinance 96-14, which expanded the boundaries of the Initial District to include those
properties identified in such ordinance (as expanded, the "District"); and
WHEREAS, on March 7, 1997, Borough and the Bellemead Development Corp.
("Bellemead") entered into a redevelopment agreement relating to the District (the "Bellemead
Agreement"); and
WHEREAS, on March 7, 2002, by Ordinance 02-05, the Borough finally adopted an
Amended and Restated Redevelopment Plan to govern the development of the District
("Amended and Restated Redevelopment Plan"); and
WHEREAS, on February 5, 2004, the Borough adopted Resolution #04-53 authorizing
the Borough to enter into a redevelopment agreement with regards to, inter alia, the
redevelopment of the Phase I Project Site (as such term is defined in the hereinafter defined
Redevelopment Agreement and as is described in Exhibit D attached hereto); and
WHEREAS, on February 6, 2004, Bellemead and Borough executed that certain
"Mutual Release", which among other things, terminated the Bellemead Agreement and released
each of the Borough and Bellemead from all claims arising out of the Bellemead Agreement (the
"Bellemead Release"); and
WHEREAS, on February 6, 2004, the Borough, acting in the capacity of a
redevelopment entity pursuant to and in accordance with the Redevelopment and Housing Law,
constituting Chapter 79 of the Pamphlet Laws of 1992 of the State, and the acts amendatory
thereof and supplemental thereto (the "Redevelopment Law", as codified in NJ.S.A. 40A:12A-l
et seq.), and TITAN-PDC CARTERET, LLC, a Delaware limited liability company (the
"Redeveloper"), entered into that certain redevelopment agreement (the "Redevelopment
Agreement") governing, among other things, the redevelopment of the Phase I Project Site (the
"Phase I Redevelopment Project"); and
WHEREAS, on May 6, 2004, the Borough adopted Resolution #04-160 declaring the
Phase I Project Site as an area in need of redevelopment, all in accordance with the
Redevelopment Law; and
WHEREAS, on October 7, 2004, the Borough finally adopted Ordinance #04-24, further
amending and restating the Amended and Restated Redevelopment Plan, all in accordance with
the Redevelopment Law; and
WHEREAS, pursuant to and in accordance with the provisions of the Redevelopment
Area Bond Financing Law, constituting Chapter 310 of the Pamphlet Laws of 2001 of the State,
and the acts amendatory thereof and supplemental thereto (the "Redevelopment Bond Law", as
codified in N.J.S.A 40A:12A-64 et seq.), specifically N.J.S.A 40A:12A-66(a), the Borough is
authorized to provide for tax abatement within a redevelopment area and for payments in lieu of
taxes ("PILOTS") in accordance with certain applicable provisions of the Long Term Tax
Exemption Law, constituting Chapter 431 of the Pamphlet Laws of 1991 of the State, and the
acts amendatory thereof and supplement thereto (the "Long Term Tax Law", as codified in
NJ.S.A 40A:20-1 et ~.); and
WHEREAS, pursuant to and in accordance with the provisions of the Redevelopment
Bond Law, specifically N.J.S.A 40A:12A-67(a), the Borough may issue, or cause to be issued,
bonds for the purpose of financing all or a portion of the costs of a redevelopment project, which
bonds may be secured by PILOTS; and
WHEREAS, pursuant to and in accordance with the provisions of the Redevelopment
Bond Law, specifically N.J.S.A 40A:12A-67(f), and the Local Bond Law, constituting Chapter
169 of the Pamphlet Laws of 1960 of the State, and the acts amendatory thereof and supplement
thereto (the "Local Bond Law", as codified in NJ.S.A 40A:2-1 et ~.), the Borough may
provide for a full faith and credit guaranty of any bonds issued, whether by the Borough or any
other authorized governmental entity, including without limitation, a redevelopment agency
established in accordance with the Redevelopment Law, for the purposes of financing all or a
portion of the costs ofa redevelopment project; and
WHEREAS, pursuant to the terms of the Redevelopment Agreement, the Borough shall
issue, or shall cause to be issued, bonds for the purpose of financing certain remediation costs of
2
the Phase I Redevelopment Project, including without limitation, the cost of investigation,
remediation and related creek relocation, wetlands mitigation and other activities for the
removal, treatment or contairiment of hazardous substances, the closure and post closure of any
landfill located on the Phase I Project Site, and the construction of the necessary remedial
systems, including the foundations of any buildings to be constructed on the Phase I Project Site,
related thereto (the "Phase I Remediation Project"), all of which shall constitute a
Redevelopment Project, as such tenn is defined in the Redevelopment Bond Law; and
WHEREAS, pursuant to the tenns of the Redevelopment Agreement, and in accordance
with the Redevelopment Law, Redevelopment Bond Law and Long Tenn Tax Law, as
applicable, the Redeveloper has created and established Redeveloper Urban Renewal Entity, as
an urban renewal entity pursuant to and in accordance with the Redevelopment Agreement,
Redevelopment Law, Redevelopment Bond Law, Long Tenn Tax Law and other applicable law;
and
WHEREAS, the Redeveloper Urban Renewal Entity has submitted an application to the
Borough for the approval of an urban renewal project, as such tenn is used in the Long Tenn Tax
Law, all in accordance with NJ.S.A. 40A:20-8 (the "Exemption Application", a copy of which is
attached hereto as Exhibit A) and the Exemption Application was accepted and approved
pursuant to resolution of the Borough Council duly adopted on ,2006; and
WHEREAS, pursuant to the tenns of this Financial Agreement, certain of such Annual
Service Charges shall be pledged to the payment of the principal of and interest on any bonds
issued, whether by the Borough or any other authorized government entity, including without
limitation a redevelopment agency established in accordance with the Redevelopment Law, to
finance the costs of the Phase I Remediation Project; and
WHEREAS, pursuant to the Redevelopment Bond Law, specifically N.J.S.A. 40A: 12A-
68, Annual Service Charges, as such tenn is defined herein, to be made by the Redeveloper
Urban Renewal Entity pursuant to the tenns of this Financial Agreement shall constitute a
municipal lien within the meaning, and for all purposes, of law; and
WHEREAS, pursuant to the provisions of the New Jersey Environmental Infrastructure
Trust Financing Program (the "Program"), established pursuant to the New Jersey Environmental
Infrastructure Trust Act, constituting Chapter 334 of the Pamphlet Laws of 1985 of the State (the
"Trust Act", as codified in N.J.S.A. 58:11B-l et seQ.), funds may be available for the purpose of
financing certain water quality improvement projects eligible for inclusion in the Program
("Program Eligible Projects"); and
WHEREAS, as a project that provides water quality improvements, all or a portion of
the Phase I Remediation Project may qualify under the Program and the Trust Act as a Program
Eligible Project, subject to a final detennination made by New Jersey Environmental
Infrastructure Trust (the "Trust") and the New Jersey Department of Environmental Protection
(the "DEP"); and
WHEREAS, in order to take advantage of the Program, a local government entity must
act as the project sponsor (the "Project Sponsor") for the Redeveloper Urban Renewal Entity in
connection with the Redeveloper Urban Renewal Entity's implementation of the Phase I
Remediation Project; and
3
WHEREAS, on February 1, 2001, and in accordance with the Redevelopment Law,
specifically NJ.S.A. 40A:12A-ll, the Borough finally adopted Ordinance No. 01-1, which
established the Carteret Redevelopment Agency (the "Agency") as an instrumentality of the
Borough; and
WHEREAS, on March 3, 2005, the Agency, acting as Project Sponsor for the
Redeveloper Urban Renewal Entity at the direction of the Borough, submitted the "New Jersey
Environmental Infrastructure Financing Program Application for Financial Assistance" to the
Trust and DEP, respectively; and
WHEREAS, the Agency desires to finance the costs of the Phase I Remediation Project,
on a non-recourse basis to the Agency and acting solely as Project Sponsor on behalf of the
Redeveloper Urban Renewal Entity, from (i) the proceeds of a loan (the "Trust Loan") from the
Trust to the Agency, the tenns of which shall be established pursuant to a loan agreement by and
between the Trust and the Agency (the 'Trust Loan Agreement"), such Trust Loan to be secured
by a bond issued by the Agency to the Trust (the "Trust Loan Bond"), and (ii) the proceeds of a
loan (the "Fund Loan") from the State, acting by and through the DEP (the "Fund") to the
Agency, the tenns of which shall be established pursuant to a loan agreement by and between the
State, acting by and through the DEP, and the Agency (the "Fund Loan Agreement" and together
with the Trust Loan Agreement, the "Program Loan Agreements"), such Fund Loan to be
secured by a bond issued by the Agency to the Fund (the "Fund Loan Bond" and together with
the Trust Loan Bond, the "Agency Conduit Loan Bonds"); and
WHEREAS, the Agency will in turn (i) lend the proceeds from the Trust Loan Bond to
the Redeveloper Urbah Renewal Entity (the "Redeveloper Trust Loan"), the tenns of which shall
be established pursuant to a loan agreement by and between the Agency and the R~developer
Urban Renewal Entity (the "Redeveloper Trust Loan Agreement"), such Redeveloper Trust Loan
to be secured by a promissory note issued by the Redeveloper Urban Renewal Entity to the
Agency (the "Redeveloper Trust Note") and (ii) lend the proceeds of the Fund Loan Bond to the
Redeveloper Urban Renewal Entity (the "Redeveloper Fund Loan"), the tenns of which shall be
established pursuant to a loan agreement by and between the Agency and the Redeveloper Urban
Renewal Entity (the "Redeveloper Fund Loan Agreement"), such Redeveloper Fund Loan to be
secured by a promissory note issued by the Redeveloper Urban Renewal Entity to the Agency
(the "Redeveloper Fund Note"); and
WHEREAS, prior to, and in anticipation of, the issuance of the Agency Conduit Loan
Bonds, the Agency may issue short-tenn notes directly to the Trust, which short-tenn notes shall
bear interest at zero percent (0%), as pennitted under the Program (the "Trust Interim Note', and
together with the Agency Conduit Loan Bonds, the "Project Sponsor Conduit Loan Bonds"); and
WHEREAS, the Agency will in turn lend the proceeds from the Trust Interim Notes to
the Redeveloper Urban Renewal Entity (the "Redeveloper Trust Interim Loan", and together
with the Redeveloper Trust Loan and the Redeveloper Fund Loan, the "Redeveloper Loan"), the
tenns of which shall be established pursuant to a loan agreement by and between the Agency and
the Redeveloper Urban Renewal Entity (the "Redeveloper Interim Trust Loan Agreement" and
together with the Redeveloper Trust Loan Agreement and the Redeveloper Fund Loan
Agreement, the "Redeveloper Loan Agreements"), such Redeveloper Interim Trust Loan to be
secured by a promissory note issued by the Redeveloper Urban Renewal Entity to the Agency
4
(the "Redeveloper Interim Trust Note" and together with the Redeveloper Trust Note and the
Redeveloper Fund Note, the "Redeveloper Notes"); and
WHEREAS, the Trust Interim Note is anticipated to be paid form the proceeds of the
Agency Conduit Loan Bonds; and
WHEREAS, pursuant to the Redevelopment Bond Law, specifically N.J.S.A. 40A:12A-
67(c), the Borough shall assign, for the benefit of the Agency and as security for the Project
Sponsor Conduit Loan Bonds, all of the Borough's right, title and interest in and to the Pledged
Annual Service Charges, as such term is defined herein (the "Borough Assignment"); and
WHEREAS, any amounts received by the Agency pursuant to the Borough Assignment
shall be credited against any amounts due and owing by the Redeveloper Urban Renewal Entity
to the Agency pursuant to the Redeveloper Loan Agreements; and
WHEREAS, pursuant to the terms of the Redevelopment Agreement, including without
limitation, Sections l1.06(j) and 11.16, Panattoni Investments, LLC, a California limited liability
company (the "Guarantor"), who has an equity ownership interest, whether direct or indirect in
the Redeveloper Urban Renewal Entity, shall enter into an agreement with the Agency, to which
the Borough shall be a third-party beneficiary, whereby the Guarantor shall guaranty the full,
prompt and unconditional payment when due of any payments of the Redeveloper Urban
Renewal Entity due and owing to the Agency pursuant to the Redeveloper Loan Agreements (the
"Panattoni Agency Guaranty Agreement"); and
WHEREAS, as additional security for the Project Sponsor Conduit Loan Bonds and as
authorized pursuant to the Redevelopment Law, specifically NJ.SA. 40A:12A-41, the Borough
shall contribute, donate, grant or otherwise pay to the Agency the Borough Incremental Land
Taxes, as such term is defined herein, pursuant to the terms of an agreement by and between the
Borough and the Agency (the "Contribution Agreement"); and
WHEREAS, the Borough shall fully, unconditionally and irrevocably guaranty, the
punctual payment, when due, of the principal of, redemption premium, if any, and interest on the
Project Sponsor Conduit Loan Bonds in a total original aggregate principal amount not to exceed
$38,500,000 in accordance with (i) the terms of the guaranty ordinance to be finally adopted by
the Borough Council (the "Guaranty Ordinance") and (ii) a guaranty certificate to be executed by
an authorized officer of the Borough on the face of each Project Sponsor Conduit Loan Bond
(the "Guaranty Certificate" and together with the Guaranty Ordinance, the "Borough Guaranty"),
all pursuant to the Redevelopment Law, Redevelopment Bond Law and the Local Bond Law;
and
WHEREAS, in consideration for the Borough Guaranty, the Redeveloper Urban
Renewal Entity shall pay to the Borough a fee (the "Borough Guaranty Fee") pursuant to the
terms of an agreement by and between the Borough and the Redevelopment Urban Renewal
Entity (the "Borough Guaranty Fee Agreement"); and
WHEREAS, the Project Sponsor Conduit Loan Bonds shall be special, limited
obligations of the Agency, payable solely from and secured by the Agency's interest in the
Redeveloper Notes, the Borough Assignment, the Panattoni Agency Guaranty Agreement, the
Contribution Agreement and the Borough Guaranty; and
WHEREAS, on June 22, 2005, as a condition precedent to the issuance of any and all of
the Project Sponsor Conduit Loan Bonds and in accordance with all applicable law, including
5
without limitation, N.J.S.A. 40A:5A-6, N.J.S.A. 58:llB-9(a) and N.J.S.A. 40A:12A-67(g), the
Agency submitted an application (the "Local Finance Board Application") to the Local Finance
Board in the Division of Local Government Services of the State's Department of Community
Affairs (the "Local Finance Board") for the Local Finance Board's approval of the issuance of
the Proj ect Sponsor Conduit Loan Bonds and related financial instruments; and
WHEREAS, the Local Finance Board, at a meeting held on August 10, 2005, did issue
favorable fmdings with respect to the Project Sponsor Conduit Loan Bonds; and
WHEREAS, pursuant to the terms of the Redevelopment Agreement, including without
limitation Section 11.06(p) and 11.18, the Guarantor shall enter into an Agreement with the
Borough whereby the Guarantor shall guaranty, inter alia, the prompt and full payment of any
"buffer" and or deductible required under any Remedation Performance and Payment Bond, Cost
Cap Insurance or any other insurance required to be obtained by the Redeveloper pursuant to the
terms of the Redevelopment Agreement (the "Panattoni Borough Guaranty Agreement"); and
WHEREAS, on _, 2006, the Borough Council finally adopted ordinance no.
_ entitled "An Ordinance of the Borough of Carteret Authorizing the Execution and Delivery of
a Financial Agreement by and between the Borough of Carteret and Titan-PDC Carteret Urban
Renewal, LLC in Connection with the Phase I Redevelopment Project (the "Ordinance", a copy
of which is attached hereto as Exhibit B); and
WHEREAS, the Borough and the Redeveloper Urban Renewal Entity have reached
agreement with respect to, among other things, the terms and conditions relating to the Annual
Service Charges and desire to execute this Financial Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
for other good and valuable consideration, it is mutually covenanted and agreed as follows:
6
ARTICLE I
GENERAL PROVISIONS
SECTION 1.01
Governing Law
This Agreement shall be governed by the laws of the State of New Jersey,
including the provisions of the Long Tenn Tax Law, the Redevelopment Law, the
Redevelopment Bond Law and such other statutes as may be sources of relevant
authority, if any. It is expressly understood and agreed by the parties hereto that the
Borough expressly relies upon the facts, data and presentations contained in the
Exemption Application in granting this tax exemption.
SECTION 1.02 General Definitions
Unless specifically provided otherwise or the context otherwise reqUIres, the
following tenns when used in this Agreement shall mean:
Allowable Net Profit - The amount arrived at by applying the Allowable Profit
Rate to Total Project Cost pursuant to the provisions ofN.J.S.A. 40A:20-3(c).
Allowable Profit Rate - The Allowable Profit Rate for the purpose of this
Agreement will be calculated as set forth in NJ.S.A. 40A:20-3(b). For the purpose of
detennining the specific Allowable Profit Rate, the annual interest percentage rate shall
be the interest rate payable on the entity's initial pennanent mortgage financing for the
Phase I Redevelopment Project Improvements. If there is no pennanent mortgage
financing, the interest rate per annum as referenced above shall, for the purposes of this
project, be based upon 7.5% which the parties agree is the prevailing rate on mortgage
financing on comparable improvements in the County.
Annual Service Charge - the Pledged Annual Service Charge and the Unpledged
Annual Service Charge.
Annual Service Charge Start Date - the date that the first Certificate of
Occupancy is issued for any portion of the Phase I Redevelopment Project
Improvements.
Auditor's Report - A complete financial statement outlining the financial status of
the Project (for a period of time as indicated by context), the contents of which have been
prepared in a manner consistent with generally accepted accounting principles and that
fully details all items as required by the applicable statutes, including Allowable Net
Profit for the period as defined in NJ.S.A. 40A:20-15, and that has been certified as to its
confonnance with such standards by a certified public acconntant who is, or whose finn
is, licensed to practice that profession in the State of New Jersey.
Base Land Tax - the aggregate amount of taxes assessed on the value of the land
portion of the Phase I Redevelopment Site during the calendar year 2005, such amount
equal to $
Bondholder - Any person who is the registered owner of any outstanding Project
Sponsor Conduit Loan Bonds.
Borough Land Tax Report - an accounting, certified by the Chief Financial
Officer of the Borough, provided by the Borough to the Redeveloper Urban Renewal
Entity, which shall be provided on an annual basis no less than thirty (30) days prior to
date that the first quarterly installment of any Pledged Annual Service Charge is due by
the Redeveloper Urban Renewal Entity, setting forth (i) the amount of Land Taxes paid
by the Redeveloper Urban Renewal Entity to the Borough in the last four (4) preceding
quarterly installments, (ii) the calculation and amount of the Incremental Land Taxes,
including the amounts paid, distributed, dispersed or otherwise shared with each of the
County and the School District by the Borough in accordance with applicable law, (iii)
the calculation and amount of the Borough Incremental Land Tax, (iv) the amount of the
Pledged Annual Service Charge due hereunder, (v), the amount of the Borough Portion
due hereunder, which amount shall be the same as set forth in Schedule 2 attached hereto,
and (vi) the amount of the County Portion due hereunder.
Borough Incremental Land Tax - that portion of the Incremental Land Tax that
the Borough retains in its general fund and that is not otherwise paid, distributed,
dispersed, or otherwise shared with the County or the School District in accordance with
applicable law regarding the allocation of Land Taxes by and among the Borough, the
County and the School District.
Borough Portion - That portion of the Unpledged Annual Service Charge, as set
forth in Schedule 2 hereof, to be paid by, or on behalf of, the Redeveloper Urban
Renewal Entity to the Borough pursuant to Section 4.04(a) hereof.
Certificate of Occupancv - Document issued by the Borough authorizing
occupancy of a building on the Phase I Project Site.
Countv - County of Middlesex, New Jersey.
Countv Portion - That portion of the Unpledged Annual Service Charge, to be
paid by, or on behalf of, the Redeveloper Urban Renewal Entity to the Borough for
remittance to the County pursuant to Section 4.04(b) hereof, which in accordance with
N.J.S.A. 40A:20-12 shall be equal to, and shall in no event be an amount less than, five
percent (5%) of the Annual Service Charge due hereunder.
Debt Service Portion - the principal of and interest on the Project Sponsor
Conduit Loan Bonds as set forth in Schedule I attached hereto.
Default - The failure of the Redeveloper Urban Renewal Entity to perform any
obligation imposed upon the Redeveloper Urban Renewal Entity by the terms of this
Agreement after notice and opportunity to cure as provided herein.
GAAP - generally accepted accounting principles as in effect from time to time in
the United States of America.
Gross Revenue - The annual gross revenue of the Redeveloper Urban Renewal
Entity as defined in N.J.S.A. 40A:20-3(a).
Incremental Land Tax - that portion of Land Taxes, over and above the Base
Land Tax, paid by the Redeveloper Urban Renewal Entity in the last four (4) preceding
quarters immediately prior to the date that each of the first quarterly installments of the
Pledged Annual Service Charge is due hereunder.
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In Rem Tax Foreclosure - A summary proceeding by which the Borough may
enforce the lien for taxes due and owing by a tax sale. Said foreclosure is governed by
N.J.S.A. 54:5-1 et seq.
Land Taxes - The amount of taxes assessed on the value of the land portion of the
Phase I Redevelopment Site, consisting of the Base Land Tax and the Incremental Land
Tax.
Maiority of Bondholders - Bondholders owning more than a certain percentage of
the aggregate principal amount of all outstanding Project Sponsor Conduit Loan Bonds,
which tenn will be defined in more detail and which percentage will be established in the
Trust Indenture.
Net Profit - As defined at NJ.S.A. 40A:20-3(c).
Pledged Annual Service Charge - That portion of the Annual Service Charge to
be paid by, or on behalf of, the Redeveloper Urban Renewal Entity pursuant to Section
4.02 hereof. The Pledged Annual Service Charge shall be calculated in accordance with
the following fonnu1a:
Pledged Annual Service Charge = annual Debt Service Portion, as set forth in
Schedule 1 attached hereto, plus (+) Land Taxes paid by the Redevelopment
Urban Renewal Entity in the last four (4) preceding quarters immediately prior to
the date that each of the first quarterly Pledged Annual Service Charge is due
hereunder, minus (-) the Borough Incremental Land Tax.
Phase 1 Redevelopment Proiect Completion Date - That date on which the Phase I
Redevelopment Project is completed, as evidenced by the issuance of a final Certificate
of Completion.
Phase I Redevelopment Proiect Improvements - Any building, structure or fixture
pennanently affixed to the Phase I Project Site and owned by the Redeveloper Urban
Renewal Entity constituting the Project Site Improvements (as such tenn is defined in the
Redevelopment Agreement).
School District - shall have the meaning ascribed thereto in P.L. 1967, c.271
lliJ.S.A. 18A:24-1) that serves the population of the Borough.
Tax Sale Law - N.J.S.A. 54:5-1 et seq.
Temporary Certificate of Occupancy - Document issued by the Borough
authorizing temporary occupancy of a building on the Phase I Project Site
Total Phase I Redevelopment Proiect Cost - The project costs for the Phase I
Redevelopment Project Cost included in each of the categories set forth in N.J.S.A.
40A: 12A-3.
Trust Indenture - The Trust Indenture dated as of , 2006 between
the Agency and the Trustee, as amended or supplemented, or such similar document
prepared in connection with the issuance of the of the Project Sponsor Conduit Loan
Bonds.
Trustee -
Indenture.
Bank, as the Trustee pursuant to the Trust
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Unpledged Annual Service Charge - That portion of the Annual Service Charge
constituting the Borough Portion and the County Portion, respectively, to be paid by, or
on behalf of, the Redeveloper Urban Renewal Entity pursuant to Section 4.04 hereof
To the extent that terms are used in this Agreement and are not defined herein,
they shall have the meaning ascribed to such terms in the Redevelopment Agreement.
SECTION 1.03
Exhibits Incorporated
All exhibits referred to in this Financial Agreement and attached hereto are
incorporated herein and made part hereof
ARTICLE II
APPROVAL
SECTION 2.01
Approval of Tax Exemption
Pursuant to the Ordinance, all Phase I Redevelopment Project Improvements
constructed by the Redeveloper Urban Renewal Entity shall be exempt ITom taxation as
provided in the Long Term Tax Law. The Phase I Redevelopment Project shall be as
described in the Exemption Application. The Redeveloper Urban Renewal Entity
represents and covenants that, effective as of the completion of the Phase I
Redevelopment Project, the Phase I Redevelopment Project shall be used, managed and
operated for the purposes set forth in the Exemption Application, and the land use
applications filed with, and as approved by, the Borough in connection with this Phase I
Redevelopment Project.
SECTION 2.02 Approval of Phase I Redevelopment Proiect to be
Undertaken by the Redeveloper Urban Renewal Entity
Approval is hereby granted to the Redeveloper Urban Renewal Entity for the
contemplated Phase I Redevelopment Project on the Phase I Project Site, which shall in
all respects materially comply and conform to all applicable statutes of the State of New
Jersey, and the lawful regulations made pursuant thereto, governing land, building(s) and
the use thereof, and which Phase I Redevelopment Project is more particularly described
in the Exemption Application. Attached hereto as Exhibit C is a true copy of the
formation documents of the Redeveloper Urban Renewal Entity.
ARTICLE III
DURATION OF AGREEMENT
SECTION 3.01
Term
It is understood and agreed by the parties that this Agreement, including the
obligation to pay Annual Service Charges required under Article IV hereof and the tax
exemption granted and referred to in Section 2.01 hereof, shall remain in effect until the
earlier of (i) thirty-five (35) years from the date of execution hereof, (ii) thirty (30) years
ITom the Phase I Redevelopment Project Completion Date or (iii) the date on which no
Project Sponsor Conduit Loan Bonds remain "outstanding" within the meaning of the
Trust Indenture. At the expiration of the term hereof the tax exemption for the Phase I
Redevelopment Project shall expire and the Phase I Redevelopment Project
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Improvements shall thereafter be assessed and taxed according to the general law
applicable to other non-exempt property in the Borough. After expiration of the term
hereof, all restrictions and limitations upon the Redeveloper Urban Renewal Entity shall
terminate upon the Redeveloper Urban Renewal Entity's rendering and the Borough's
acceptance of its final accounting.
SECTION 3.02 No VoluntarvTermination
Neither the Redeveloper Urban Renewal Entity nor the Borough may at any time
terminate this Agreement during the period when any Project Sponsor Conduit Loan
Bond remains "outstanding" within the meaning of the Trust Indenture.
SECTION 3.03 Date of Termination
Upon any termination of the tax exemption described in Section 3.01 hereof, the
date of such termination shall be deemed to be the end of the fiscal year of the
Redeveloper Urban Renewal Entity.
ARTICLE IV
ANNUAL SERVICE CHARGE
SECTION 4.01
Annual Service Charge
The Annual Service Charge shall be paid as set forth herein.
SECTION 4.02 Pledged Annual Service Charge
Notwithstanding anything herein to the contrary, the Redeveloper Urban Renewal
Entity shall pay to the Borough (but which payment shall be directed to the Trustee in
accordance with Section 5.02 hereof) the Pledged Annual Service Charge. It is expressly
understood, and hereby acknowledged by the Borough and the Redeveloper Urban
Renewal Entity, respectively, that the Debt Service Portion set forth in the attached
Schedule 1 is based upon current market conditions and is for informational purposes
only and that the actual Debt Service Portion will be dependent, in part, upon the market
conditions present at the time the Authority Conduit Loan Bonds are issued. Upon the
issuance of the Authority Conduit Loan Bonds, which are anticipated to be issued in
November, 2006, Schedule I shall automatically be updated to reflect the actual Debt
Service Portion and such updated Schedule 1 shall be deemed to be a part of this
Agreement as if originally set forth herein without any further action of the Borough or
the Redeveloper Urban Renewal Entity.
The Redeveloper Urban Renewal Entity shall be entitled to a credit against the
Pledged Annual Service Charge for the amount, without interest, of all Land Taxes paid
by it in the last four preceding quarterly installments in accordance with NJ.S.A.
40A:20-12(b).
In the event that any or all of the proceeds of the Project Sponsor Conduit Loan
Bonds are not spent or otherwise drawn upon for purposes of the Phase I Redevelopment
Project and are credited against any payments due and payable by the Redeveloper Urban
Renewal Entity to the Agency pursuant to the terms of the Redeveloper Loan
Agreements, the Redeveloper Urban Renewal Entity shall be entitled to a credit against
the Pledged Annual Service Charges in such amounts, and at such times, as the
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Redeveloper Urban Renewal Entity shall be entitled to under the Redeveloper Loan
Agreements.
SECTION 4.03 Pledged Annual Service Charge Installments
(a) The Redeveloper Urban Renewal Entity expressly agrees that installments of
the aforesaid Pledged Annual Service Charge shall be paid quarterly in accordance with
the dates set forth in Schedule 1 in a manner consistent with the Borough's tax collection
schedule. The first installment shall be paid on the Annual Service Charge Start Date. In
the event that the first installment date of the Pledged Annual Service Charge shall arise
prior to the Annual Service Charge Start Date, the Redeveloper Urban Renewal Entity
shall pre-pay installments of the Pledged Annual Service Charge as they come due, which
pre-payment shall be credited against the total amount due hereunder as Pledged Annual
Service Charges (but which shall not relieve the Redeveloper Urban Renewal Entity from
paying successive installments, that have not been credited as set forth above, as and
when they come due). In the event that the Redeveloper Urban Renewal Entity fails to
timely pay any installment, the amount past due shall bear the highest rate of interest
pennitted under New Jersey law in the case of unpaid taxes or tax liens on the land until
paid.
SECTION 4.04 Unpledged Annual Service Charge
The Redeveloper Urban Renewal Entity shall pay installments of the Unpledged
Annual Service Charge quarterly to the Borough in accordance with subsections (a) and
(b) herein. In the event that the Redeveloper Urban Renewal Entity fails to timely pay
any installment thereof, the amount past due shall bear the highest rate of interest
pennitted under New Jersey law in the case of unpaid taxes or tax liens on the land until
paid.
(a) Borough Portion of Un pledged Service Charge. The
Redeveloper Urban Renewal Entity shall pay the Borough Portion of the Unpledged
Service Charge quarterly, in the amounts and in a manner consistent with the Borough's
tax collection schedule, all in accordance with Schedule 2 hereof. Year I of Schedule 2
hereof shall begin on the Annual Service Charge Start Date. As set forth in Schedule 2
hereof, the Borough Portion due and payable by the Redeveloper Urban Renewal Entity
for the years twenty-one (21) through the tenn of this Agreement, if applicable, shall
equal the amount that, if not for the exemption rrom taxation as provided for herein,
would otherwise be assessed against the Phase I Redevelopment Project Improvements in
accordance with the general law applicable to non-exempt property in the Borough in
those respective years. For the years twenty-one (21) through the tenn of this
Agreement, the Redeveloper Urban Renewal Entity shall be entitled to a credit against
the Borough Portion, when due, in an amount equal to the County Portion paid by it for
such time period.
(b) Countv Portion of Unpledged Service Charge. (i) The
Redeveloper Urban Renewal Entity shall pay the County Portion of the Unpledged
Service Charge to the Borough on the same dates that the Borough Portion, as set forth in
Schedule 2 hereof, is due hereunder. In no event shall the County Portion equal an
amount less than five percent (5%) of the Annual Service Charge due hereunder.
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(ii) In accordance with N.J.S.A. 40A:20-12 and upon receipt by the
Borough of the County Portion paid by the Redeveloper Urban Renewal Entity, the
Borough shall promptly remit such County Portion to the County.
SECTION 4.05
Land Taxes
Land Taxes shall be separately assessed for each parcel comprising the Phase I
Project Site, and shall be assessed only on the land portion ofthe Phase I Project Site.
SECTION 4.06 Material Conditions
It is expressly agreed and understood that all payments of Land Taxes and Annual
Service Charges and any interest payments, penalties or costs of collection due thereon,
are material conditions of this Agreement ("Material Conditions"). If any other tenn,
covenant or condition of this Financial Agreement or the Exemption Application, as to
any person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Agreement or the application of such tenn, covenant or condition to
persons or circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each remaining tenn, covenant or condition of this
Financial Agreement shall be valid and enforced to the fullest extent pennitted by law.
SECTION 4.07
Borough Land Tax Report
For purposes of detennining the Pledged Annual Service Charge and the County
Portion, the Borough shall provide to the Redeveloper Urban Renewal Entity the
Borough Land Tax Report on an annual basis no less than thirty (30) days prior to the
date that the first quarterly installment of any Pledged Annual Service Charge is due to
the Borough by the Redeveloper Urban Renewal Entity.
SECTION 4.08
Payments
Except as provided for in Sections 4.02 and 4.04 hereof with regards to the
calculation of the Pledged Annual Service Charge and the County Portion, neither the
Redeveloper Urban Renewal Entity nor the Borough may alter the amounts or dates for
which the Annual Service Charges shall be due hereunder.
SECTION 4.09
Annual Service Charges as Municipal Lien
As provided in the Redevelopment Bond Law and such other statutes as may be
sources of relevant authority, if any, the Annual Service Charge shall be a continuous,
municipal lien on the Phase I Project Site and Phase I Redevelopment Project
Improvements.
SECTION 4.10 Annual Service Charge as Percentage of Total Phase I
Redevelopment Proiect Costs
As provided for in the Long Tenn Tax Law, the Annual Service Charge shall be a
percentage of Total Phase I Project Costs; however, the Redevelopment Bond Law
provides that the minimum or maximum percentages as established in the Long Tenn
Tax Law are not applicable to redevelopment projects financed with bonds. As such, the
percentage of Total Phase I Redevelopment Project Costs to which the Annual Service
Charge is equal is set forth on Schedule 3 hereof
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ARTICLE V
PLEDGE OF ANNUAL SERVICE CHARGE TO PROJECT SPONSOR
CONDUIT LOAN BONDS
SECTION 5.01
Redeveloper Urban Renewal Entity's Consent
The Redeveloper Urban Renewal Entity hereby consents and agrees to the amount
of Annual Service Charges and to the liens established in this Agreement, and the
Redeveloper Urban Renewal Entity shall not contest the validity or amount of any such
lien. The Redeveloper Urban Renewal Entity's remedies shall be limited to those
specifically set forth herein and otherwise provided by law.
SECTION 5.02
Security for the Proiect Sponsor Conduit Loan Bonds
(a) As security for the Project Sponsor Conduit Loan Bonds, the
Borough and the Redeveloper Urban Renewal Entity agree to and hereby assign all of
their interest in each payment of the Pledged Annual Service Charge, including interest,
penalties and costs of collection, to the extent necessary and for the purpose of meeting
their obligations to the Agency, or alternatively, through the Agency to the Trustee as
part of the pledge of the trust estate under the Indenture.
(b) Each installment payment as set forth in Section 4.02 is to be made
to the Trustee and shall be clearly identified as "Pledged Annual Service Charge Payment
for the Carteret Phase I Redevelopment Proj ect".
(c) Each installment payment as set forth in Section 4.04(a) is to be
made to the Borough and shall be clearly identified as "Borough Portion of the
Unpledged Annual Service Charge Payment for the Carteret Phase I Redevelopment
Proj ect".
(d) Each installment payment as set forth in Section 4.04(b) is to be
made to the Borough and clearly identified as "County Portion of the Unpledged Annual
Service Charge Payment for the Carteret Phase I Redevelopment Project".
( e) If any installment of the Annual Service Charge is not paid to the
Trustee or the Borough, respectiyely, in accordance with this Agreement, the
Redeveloper Urban Renewal Entity hereby waives any objection or right to challenge the
use by the Borough, the Agency or the Trustee of the enforcement of remedies to collect
such installment of the Annual Service Charge as are afforded the Borough by law,
including the Tax Sale Law, provided, however, that in no event shall there be any
acceleration of any amounts due and owing to repay the Project Sponsor Conduit Loan
Bonds, and such remedies shall be limited solely to the collection of delinquent and
unpaid amounts past due for payment, including interest, penalties and costs of collection
provided for by the Tax Sale Law.
(I) The Borough hereby pledges and assigns the installments of the
Pledged Annual Service Charge to the Agency, or alternatively, the Trustee, to secure
payment of the Project Sponsor Conduit Loan Bonds. This pledge constitutes an absolute
unconditional assignment of the Pledged Annual Service Charge. There shall not be any
pledge of the Pledged Annual Service Charge by the Borough to any person or entity
other than the Agency, or alternatively, the Trustee.
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(g) Pursuant to the Redevelopment Bond Law and such other statutes
as may be of relevant authority, if any, the Pledged Annual Service Charge shall not be
included within the general funds of the Borough. The Borough's pledge of the Pledged
Annual Service Charge to the Agency, or alternatively, the Trustee, shall be a limited
obligation of the Borough payable to the extent of payments received from the
Redeveloper Urban Renewal Entity and shall not constitute a general obligation of the
Borough.
(h) lfreceived by the Borough, the Borough's Chief Financial Officer
shall forward all installments of the Pledged Annual Service Charge to the Trustee in
accordance with this Agreement.
(i) The Unpledged Annual Service Charge shall in no event constitute
a portion of the trust estate of, or otherwise constitute security for, the Project Sponsor
Conduit Loan Bonds, and the Trustee, upon receipt of any Unpledged Annual Service
Charge, shall transmit such Unpledged Annual Service Charge promptly to the Borough.
(j) In the event that the Redeveloper Urban Renewal Entity does not
pay, or cause to be paid, the full amount of any Pledged Annual Service Charge when
due, the Borough, in its sole discretion, may allocate any portion of the Unpledged
Annual Service Charge which has been paid to it by, or on behalf of, the Redeveloper
Urban Renewal Entity, in satisfaction of any Pledged Annual Service Charge that
remains due and outstanding. The detennination to allocate any Unpledged Annual
Service Charge in satisfaction of any unpaid Pledged Annual Service shall be made by
the Borough in its sole discretion and shall in no way be deemed to grant, conveyor
otherwise entitle the Redeveloper Urban Renewal Entity, the Agency, the Trustee or any
Bondholder any interest in or to the Unpledged Annual Service Charge nor reduce,
eliminate, constitute a set-off or otherwise abrogate the Redeveloper Urban Renewal
Entity's obligations hereunder.
ARTICLE VI
REMEDIES
SECTION 6.01
Remedies
In the event of a breach of this Agreement by any of the parties hereto or a dispute
arising between the parties in reference to the tenns and provisions as set forth herein,
other than those items specifically included as Material Conditions herein, any party may
apply to the Superior Court of New Jersey by an appropriate proceeding, to settle and
resolve said dispute in such fashion as will tend to accomplish the purposes of the
Redevelopment Law, Redevelopment Bond Law and Long Tenn Tax Law. In the event
the Superior Court shall not entertain jurisdiction or, in the event of a breach of Material
Condition, then the parties shall submit the dispute to the American Arbitration
Association in New Jersey to be detennined in accordance with its rules and regulations
in such a fashion to accomplish the purpose of said laws. Costs for said arbitration shall
be paid by the non-prevailing party. In the event of a default on the part of the
Redeveloper Urban Renewal Entity to pay any installment of the Pledged Annual Service
Charge and/or the Unpledged Annual Service Charge required by Article IV above, the
Borough, or the Agency, or alternatively, the Trustee, acting as assignee and agent of the
Borough and the Agency, in addition to their other remedies, reserve the right to proceed
15
against the Redeveloper Urban Renewal Entity's land and premises, in the manner
provided by law, including the Tax Sale Law, and any act supplementary or amendatory
thereof; provided, however, that in no event shall there be any acceleration of any future
Annual Service Charge. Whenever the word 'Taxes" appears, or is applied, directly or
implied, to mean taxes or municipal liens on land, such statutory provisions shall be read,
as far as it is pertinent to this Agreement, as if the Annual Service Charge were taxes or
municipal liens on land. In either case, however, the Redeveloper Urban Renewal Entity
does not waive any defense it may have to contest the rights of the Borough, the Agency
or the Trustee to proceed in the above-mentioned manner, subject to the aforementioned
proscription on acceleration in this Section and in Section 5.02 hereof.
ARTICLE VII
CERTIFICATE OF OCCUPANCY
SECTION 7.01
Certificate of Occupancv
It is understood and agreed that the Redeveloper Urban Renewal Entity shall
remain obligated to make application for and make all good faith efforts which are
reasonable to obtain Certificates of Occupancy for the Phase I Redevelopment Project in
a timely manner as identified in the Exemption Application.
SECTION 7.02 Filing of Certificate ofOccupancv
It shall be the primary responsibility of the Redeveloper Urban Renewal Entity to
forthwith file with the Tax Assessor, the Tax Collector and the Chief Financial Officer of
the Borough a copy of such certificate.
ARTICLE VIII
ANNUAL AUDITS
SECTION 8.01
Accounting Svstem
The Redeveloper Urban Renewal Entity agrees to maintain a system of
accounting and internal controls established and administered in accordance with
generally accepted accounting principles consistently applied, and as otherwise
prescribed in the Long Tenn Tax Law during the tenn ofthis Agreement.
SECTION 8.02
Periodic Reports
Annually, within ninety (90) days after the close of each fiscal or calendar year,
depending on the Redeveloper Urban Renewal Entity's accounting basis, that this
Agreement shall continue in effect, the Redeveloper Urban Renewal Entity shall submit
its Auditor's Report certified by an independent certified public accountant for the
preceding fiscal or calendar year to the Mayor, the Borough Council and the Borough
. Clerk, who shall advise those municipal officials required to be advised, and to the
Director of the Division of Local Government Services in the New Jersey Department of
Community Affairs pursuant to NJ.S.A. 40A:20-9(d). Said Auditor's Report shall
include, but not be limited to, the tenns and interest rate on any mortgagees) associated
with the Phase I Redevelopment Project, the AlIowable Net Profit for the period shown,
and such details as may relate to the financial affairs of the Redeveloper Urban Renewal
Entity and to its operation and perfonnance hereunder, pursuant to the Long Tenn Tax
Law and this Agreement.
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SECTION 8.03
Inspection
Upon the request of the Borough, the Agency, the Trustee or the State of New
Jersey, the Redeveloper Urban Renewal Entity shall pennit the inspection of property,
equipment, buildings and other facilities of the Redeveloper Urban Renewal Entity by the
requesting party or its agents. It also shall pennit, upon request of the Borough or the
State of New Jersey, reasonable examination and audit of its books, contracts, records,
documents and papers by representatives duly authorized by the Borough or the State.
Such inspection, examination or audit shall be made during the hours of the business day,
in the presence of any officer or agent of the Redeveloper Urban Renewal Entity.
SECTION 8.04
Limitation on Profits and Reserves
During the period of tax exemption as provided herein, the Allowable Net Profit
limitation shall apply to the Redeveloper Urban Renewal Entity pursuant to the
provisions of the Long Tenn Tax Law. Pursuant to N.J.S.A. 40A:12A-15, the calculation
of Net Profit shall be cwnulative for the period commencing at the time the Phase I
Redevelopment Project is completed, with any negative amount of profit from prior years
being carried forward and included in the accumulated excess profit calculation.
SECTION 8.05 Payment of Dividend and Excess Profit Charge
Whenever the Net Profit of the Redeveloper Urban Renewal Entity for the period,
taken as one accounting period, with any negative amounts of profit from prior years
being carried forward and included in the accumulated excess profit calculation,
commencing upon the Annual Service Charge Start Date and tenninating at the end of the
last full fiscal year, shall exceed the Allowable Net Profit for the period, the Redeveloper
Urban Renewal Entity shall, within 90 days of the close of that fiscal year, pay the excess
Net Profit to the Borough as an additional service charge, provided, however, that the
Redeveloper Urban Renewal Entity may maintain any reserves pennitted by N.J.S.A.
40A:20-3(c)(1) or 40A:20-15.
The parties agree that the Borough shall deposit twenty-five percent (25%) of any
excess Net Profit paid to the Borough in an escrow account to be applied towards the
Redeveloper Urban Renewal Entity's obligation to pay the Pledged Annual Service
Charge in the successive year, such application to be deemed a capital grant to
Redeveloper pursuant to Section S(t) of the Redevelopment Law.
SECTION 8.06
Gross Revenue of Redeveloper Urban Renewal Entity
Gross Revenue shall, pursuant to N.J.S.A. 40:20-3(a), include (i) the Redeveloper
Urban Renewal Entity's annual gross rents and other income and (ii) all insurance,
operating, maintenance and similar expenses per annum paid by any tenants of the Phase
I Redevelopment Project from time to time that are certified by the Redeveloper Urban
Renewal Entity as expenses that are ordinarily paid by a landlord in real estate projects
similar to the Phase I Redevelopment Project. For the purpose of this calculation, the
method of computing gross revenue for the Redeveloper Urban Renewal Entity shall be
in accordance with GAAP and the method of detennining insurance, operating and
maintenance expenses paid by a tenant which are ordinarily paid by a landlord, which
shall be included in the gross revenue, shall be in accordance with GAAP.
17
ARTICLE IX
ASSIGNMENT AND/OR ASSUMPTION
SECTION 9.01 Approval
The Redeveloper Urban Renewal Entity may sell all or a portion of the Phase [
Redevelopment Project provided that the sale is (i) in accordance with the provisions of
the Redevelopment Agreement, (ii) to another urban renewal entity organized under and
in full compliance with the provisions of the Long Tenn Tax Law imposed on "urban
renewal entities", as defined therein, including successors and assigns of the Redeveloper
Urban Renewal Entity, which is not unacceptable to a Majority of Bondholders, provided
that the obligations of the Redeveloper Urban Renewal Entity under this Agreement are,
to the extent those obligations relate to the portion of the Phase I Project Site acquired by
the transferee, fully assumed by the transferee, and (iii) only in the event that the
Redeveloper Urban Renewal Entity has delivered to the Borough, the Agency and the
Trustee an opinion of nationally-recognized bond counsel to the effect that the sale will
not adversely affect the exclusion from gross income for federal income tax purposes of
the interest on any tax-exempt Project Sponsor Conduit Loan Bonds. Any purported sale
or other transfer of all or any portion of the Phase I Redevelopment Project in violation of
the preceding sentence shall be void ab initio. The Trustee and a Majority of Bondholders
each shall be deemed to be a third-party beneficiary of this Section 9.01 for as long as
any Project Sponsor Conduit Loan Bonds remain outstanding. Upon such conditions
being met and subj ect to satisfaction of the provisions of the Redevelopment Agreement,
the Borough will consent to a transfer of the Phase I Redevelopment Project by the
Redeveloper Urban Renewal Entity to another urban renewal entity organized under the
Long Tenn Tax Law, their successors and assigns, and the transfer of this Financial
Agreement to such urban renewal entity, all owning no other project at the time of the
transfer. Further, the Borough will consent that upon assumption by the transferee urban
renewal entity of the Redeveloper Urban Renewal Entity's obligations, to the extent those
obligations relate to the portion of the Phase I Project Site acquired by the transferee
under this Agreement, the tax exemption for the Phase I Redevelopment Project shall
continue and inure to the transferee urban renewal entity and its respective successors or
assigns.
SECTION 9.02
Operation of Phase I Redevelopment Proiect
The Phase I Redevelopment Project shall be operated in accordance with
applicable laws and the Redevelopment Agreement.
SECTION 9.03 Subordination of Fee Title
It is expressly understood and agreed that the Redeveloper Urban Renewal Entity
has the right, subordinate to the lien of the Annual Service Charges, and to the rights of
the Borough, the Agency and the Trustee hereunder, to encumber the fee title to the
Phase I Project Site and may so encumber the Redeveloper Urban Renewal Entity's
interest in the Phase I Redevelopment Project, including without limitation, the Phase I
Project Site and the Phase I Redevelopment Project Improvements, and that any such
subordinate encumbrance shall not be deemed to be a violation of this Agreement.
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ARTICLE X
WAIVER
SECTION 10.01
Waiver
Nothing contained in this Financial Agreement or otherwise shall constitute a
waiver or relinquishment by the Borough, Redeveloper Urban Renewal Entity, the
Agency or the Trustee of any rights and remedies provided by law except for the express
waiver herein of certain rights of acceleration and certain rights to tenninate this
Financial Agreement and tax exemption for violation of any of the conditions provided
herein. Nothing herein shall be deemed to limit any right of recovery that the Borough,
Redeveloper Urban Renewal Entity, the Agency or the Trustee has under law, in equity,
or under any provision ofthis Financial Agreement.
ARTICLE XI
NOTICE
SECTION 11.01
Notice
Any notice required hereunder to be sent by any party to another party shall be
sent to all other parties hereto simultaneously by certified or registered mail, return
receipt requested, as follows:
(a) When sent to the Redeveloper Urban Renewal Entity it shall be
addressed as follows:
Titan-PDC Carteret Urban Renewal, LLC
c/o Panattoni Development Company
180 Raritan Center Parkway, First Floor
Edison, New Jersey 08837
With copies to:
Anne S. Babineau, Esq.
Wilentz, Goldman & Spitzer, P.A.
90 Woodbridge Center Drive
Woodbridge, NJ 07095
Peter Von Elton, Esq.
Panattoni Law Finn
8413 Jackson Road, Suite C
Sacramento, CA 95826
(b) When sent to the Borough, it shall be addressed to the Borough
Clerk, Borough Hall, 61 Cooke Avenue, Carteret, New Jersey 07008, with copies sent to
the Borough Attorney, Tax Collector, Tax Assessor, and the Chief Financial Officer
unless prior to the giving of notice the Borough shall have notified the Redeveloper
Urban Renewal Entity otherwise. The notice to the Borough shall identify the subject
with the tax account numbers of the tax parcels comprising the Phase I Project Site.
Copies shall also be sent to:
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Robert J. Bergen, Esq.
Gill & Chamas
P.O. Box 760
655 Florida Grove Road
Woodbridge, NJ 07095
Stephen B. Pearlman, Esq.
DeCotiis, FitzPatrick, Cole & Wisler, LLP
500 Frank W. Burr Boulevard
Teaneck, NJ 07666
(c) The Agency shall receive copies of all notices given hereunder,
which shall be addressed as follows:
Mr. Eric Chubenko, Executive Director
The Carteret Redevelopment Agency
96 Cooke A venue
Carteret, New Jersey 07008
With copy to:
John V. Cavaliere, Esq.
McManimon & Scotland, LLC
One Riverfront Plaza
4th Floor
Newark, NJ 0710290
(d) The Trustee shall receive copies of all notices given hereunder,
which shall be addressed as follows:
(e) Bank of America, as mortgagee of the Phase I Project Site, shall
receive copies of all notices given hereunder, which shall be addressed as follows:
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ARTICLE XII
COMPLIANCE
SECTION 12.01
Statutes and Ordinances
The Redeveloper Urban Renewal Entity hereby agrees at all times prior to the
expiration or other tennination of this Financial Agreement to remain bound by the
provisions of Federal and State law and any lawful ordinances and resolutions of the
Borough, including, but not limited to, the Redevelopment Law, Redevelopment Bond
Law and the Long Term Tax Law. The Redeveloper Urban Renewal Entity's failure to
comply with such statutes or ordinances shall constitute a violation and breach of this
Financial Agreement.
ARTICLE XIII
CONSTRUCTION
SECTION 13.01
Construction
This Financial Agreement shall be construed and enforced in accordance with the
laws of the State of New Jersey, and without regard to or aid or any presumption or other
rule requiring construction against the party drawing or causing this Agreement to be
drawn since counsel for both the Redeveloper Urban Renewal Entity and the Borough
have combined in their review and approval of same.
ARTICLE XIV
INDEMNIFICATION
SECTION 14.01
Indemnification
It is understood and agreed that in the event the Borough shall be named as party
defendant in any action brought against the Redeveloper Urban Renewal Entity by reason
of any breach, default or a violation of any of the provisions of this Agreement and/or the
provisions of the Long Tenn Tax Law or the Redevelopment Bond Law by Redeveloper
Urban Renewal Entity, the Redeveloper Urban Renewal Entity shall indemnify and hold
the Borough harmless from and against all liability, losses, damages, demands, costs,
claims, actions or expenses (including attorneys' fees and expenses) of every kind,
character and nature arising out of or resulting ¡Yom the action or inaction or the
Redeveloper Urban Renewal Entity or the Redeveloper and/or by reason of any breach,
default or a violation of any of the provisions of this Agreement and/or the provisions of
the Redevelopment Law, Redevelopment Bond Law and the Long Tenn Tax Law by
virtue of the action or inaction of the Redeveloper Urban Renewal Entity or Redeveloper,
except for any acts or omissions or misconduct by the Borough or any of its officers,
officials, employees or agents, and the Redeveloper Urban Renewal Entity shall defend
the suit at its own expense. However, the Borough maintains the right to intervene as a
party thereto, to which intervention the Redeveloper Urban Renewal Entity hereby
consents, the expense thereof to be borne by the Redeveloper Urban Renewal Entity.
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ARTICLE XV
DEFAULT
SECTION 15.01
Default
Default shall be deemed to have occurred if the Redeveloper Urban Renewal
Entity fails to conform with the terms of this Agreement or to perform any obligation
imposed upon the Redeveloper Urban Renewal Entity by statute, ordinance or lawful
regulation.
SECTION 15.02
Cure Upon Default
Should the Redeveloper Urban Renewal Entity be in default of any obligation
under this Agreement, the Borough, the Agency or the Trustee shall notify the
Redeveloper Urban Renewal Entity, the Guarantor and any mortgagee of the Redeveloper
Urban Renewal Entity in writing of said default. Said notice shall set forth with
particularity the basis of said default. Except as othelWise limited by law, the
Redeveloper Urban Renewal Entity shall have thirty (30) days to cure any default (other
than a default in payment of any installment of the Annual Service Charge in which case
there shall be no cure period). Subsequent to the thirty (30) days, the Borough (or the
Trustee as its assignee and agent) shall have the right to proceed against the Phase I
Project Site pursuant to any and all applicable provisions of the law, but subject to the
aforementioned limitations on acceleration, including as set forth in Section 5.02 and
6.01 hereof. No default hereunder by the Redeveloper Urban Renewal Entity shall
terminate the long term tax exemption described herein and its obligation to make
Pledged and Unpledged Annual Service Charges, which shall continue in effect for the
duration set forth in Article IV hereof, as applicable.
SECTION 15.03
Remedies Upon Default Cumulative; No Waiver
Subject to the provisions of Section 6.01 hereof and the other terms and
conditions of this Agreement, all of the remedies provided in this Agreement to the
. Borough, the Agency and the Trustee, and all rights and remedies granted to them by law
and equity shall be cumulative and concurrent and no determination of the invalidity of
any provision of this Agreement shall deprive the Borough, the Agency or the Trustee of
any of their remedies or actions against the Redeveloper Urban Renewal Entity because
of the Redeveloper Urban Renewal Entity's failure to pay Land Taxes, the Annual
Service Charge and/or any applicable water and sewer charges and interest payments.
This right shall only apply to arrearages that are due and owing at the time, and the
bringing of any action for Land Taxes, Annual Service Charges or other charges, or for
breach of covenant or the resort of any other remedy herein provided for the recovery of
Land Taxes, Annual Service Charges or other charges shall not be construed as a waiver
of the right to proceed with In Rem Foreclosure action consistent with the terms and
provisions of this Agreement.
SECTION 15.04
Bondholder Remedies
Bondholders shall have the right to direct action of the Trustee and take action on
behalf of themselves and/or the Trustee, to the same extent as their rights under the Trust
Indenture.
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ARTICLE XVI
MISCELLANEOUS
SECTION 16.01
Conflict
The parties agree that in the event of a conflict between the Exemption
Application and this Financial Agreement, the language in this Financial Agreement shall
govern and prevaiL
SECTION 16.02
Oral Representations
There have been no oral representations made by either of the parties hereto
which are not contained in this Financial Agreement. This Financial Agreement, the
Ordinance and the Exemption Application constitute the entire agreement between the
parties and there shall be no modifications thereto, other than as permitted in Section 4.02
and 4.04(b) hereof, other than by a written instrument executed by the parties hereto and
delivered to each of them.
SECTION 16.03
Entire Document
All conditions in the Ordinance are incorporated in this Agreement and made a
part hereof.
SECTION 16.04
Good Faith
In their dealings with each other, the parties agree that they shall act in good faith.
SECTION 16.05
Recording
This entire Agreement and the Ordinance will be filed and recorded with the
Middlesex County Clerk by the Borough, at the Redeveloper Urban Renewal Entity's
expense, such that this Agreement and the Ordinance shall be reflected upon the land
records of the County of Middlesex as a municipal lien upon and a covenant running with
each and every parcel of land constituting the Phase I Project Site.
SECTION 16.06
Municipal Services
The Redeveloper Urban Renewal Entity shall make payments for municipal
services, including water and sewer charges and any services that create a lien on a parity
with or superior to the lien for the Land Taxes and Annual Service Charges, as required
by law. Nothing herein is intended to release the Redeveloper Urban Renewal Entity
from its obligation to make such payments.
SECTION 16.07
Financing Matters
The financial information required by the final paragraph of N.J.S.A. 40A:20-9
are set forth in the Exemption Application.
SECTION 16.08
Municipal Determinations
The Borough hereby finds and determines that this Agreement is to the direct
benefit of the health, welfare and financial well-being of the Borough because it allows
for redevelopment of a former landfill site into productive, useful and job-creating
property, and further:
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(a) The costs associated with the tax exemption granted herein are
minor compared to the total Phase I Redevelopment Project cost of$ and the
benefit created by approximately new jobs with an approximate $ annual
payroll.
(b) Without the tax exemption granted herein it is highly unlikely the
Redeveloper Urban Renewal Entity would have proceeded with the Phase I
Redevelopment Project, as a source of debt service for the Project Sponsor Conduit Loan
Bonds is not otherwise available.
(c) The tax exemption granted herein will assist the Borough in
satisfying its obligations under the tenns of the Consent Order with respect to the
Landfill.
SECTION 16.09
Filing with Local Government Services
In accordance with NJ.S.A. 40A:20-12, upon execution of this Agreement, the
Borough shall cause this Agreement and the Ordinance to be filed with the Director of
the Division of Local Government Services in the Department of Community Affairs of
the State of New Jersey.
SECTION 16.10
Counterparts
This Agreement may be simultaneously executed in counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
SECTION 16.11 Amendments
This Agreement may not be amended, changed, modified, altered or tenninated
without the written consent of the parties hereto.
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Schedule I
Schedule 2
Schedule 3
Exhibit A
Exhibit B
Exhibit C
Exhibit D
ARTICLE I
EXHIBITS AND SCHEDULES
Pledged Annual Service Charge Schedule
Borough Portion of Un pledged Annual Service Charge Schedule
Annual Service Charge as Percentage of Total Phase I
Redevelopment Project Costs
Exemption Application
Borough Council Ordinance
Formation Documents of Urban Renewal Entity
Legal Description of the Phase [Project Site
25
IN WITNESS WHEREOF, the parties have caused these presents to be executed
as of the day and year first above written.
TITAN-PDC CARTERET URBAN RENEWAL,
LLC, a Delaware limited liability company
By: Carteret PDC, LLC, a Delaware
Limited Liability Company,
Managing Member
By: Hagan Investments, LLC, a Colorado
Limited Liability Company,
Managing Member
By:
David Hagan
Sole Member
ATTEST:
THE BOROUGH OF CARTERET
By:
Name: Kathleen M. Barney
Title: Borough Clerk
Name: Daniel J. Reiman
Title: Mayor
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Schedule 1
Debt Service Portion of Pledged Annual Service Charge
Schedule 2
Schedule of Borough Portion of Un pledged Service Charge
Year 1-5 $ 107,623.96 annually, but which shall be paid in equal
quarterly installments equal to one-fourth of such amount
Year 6-10 $ 143,498.60 annually, but which shall be paid in equal
quarterly installments equal to one-fourth of such amount
Year 11-15 -- $ 179,373.24 annually, but which shall be paid in equal
quarterly installments equal to one-fourth of such amount
Year 16-20 -- $ 215,247.88 annually, but which shall be paid in equal
quarterly installments equal to one-fourth of such amount
Year 2l-end(if applicable*) n shall equal the amount that, if not for the
exemption from taxation as provided for in the Financial Agreement, would otherwise be
assessed against the Phase I Redevelopment Project Improvements in accordance with
the general law applicable to non-exempt property in the Borough in these respective
years.
* The Financial Agreement shall remain in effect until the earlier of (i)
thirty-five (35) years from the date of execution hereof, (ii) thirty (30) years from the
Phase I Redevelopment Project Completion Date or (iii) the date on which no Project
Sponsor Conduit Loan Bonds remain "outstanding" within the meaning of the Trust
Indenture. At the expiration of the term of the Financial Agreement the tax exemption
for the Phase I Redevelopment Project shall expire and the Phase I Redevelopment
Project Improvements shall thereafter be assessed and taxed according to the general law
applicable to other non-exempt property in the Borough. It is anticipated that the Project
Sponsor Conduit Loan Bonds shall be retired, and no longer deemed "outstanding"
within the meaning of the Trust Indenture, prior to Year 21.
Schedule 3
Annual Service Charge as Percentage of Total Phase I Redevelopment Project
Costs
For each of the following five year periods through year 20, a percentage IS
developed using the following fonnula:
Estimated* Pledged Annual Service Charges plus (+) estimated*
Unpledged Annual Service Charges, divided by (~) Total Project Costs
For the years 21 through the tenn of the Financial Agreement, a percentage is
developed by taking the estimated* Unpledged Annual Service Charge divided by (~)
Total Project Costs
Years 1-5 %
Years 6-10 %
Years II-IS %
Years 16-20 %
-
Years 21-end %
* Because Annual Service Charges are calculated pursuant to a fonnula, which
fonnula includes the value of future Land Taxes, the Pledged Annual Service Charges
and Unpledged Annual Services Charges used in the above calculation are based, in part,
upon estimate of the value of future Land Taxes.
Exhibit A
Exemption Application
Exhibit B
Borough Council Ordinance
Exhibit C
Formation Documents of Urban Renewal Entity
Exhibit D
Legal Description of the Phase I Proiect Site
Block Lot
11.01 17.01
11.01 17.02
11.01 18
11.01 19
11.01 20
11.01 21
11.01 23.01
11.01 23.02
11.01 24
11.01 25.01
11.01 25.02
11.01 26
11.01 29.01
11.01 29.02
11.01 30
11.01 31.01
11.01 31.02
11.01 33.01
11.01 33.02
11.01 34.01
11.01 34.02
11.01 35
11.01 36
11.01 37
11.01 38
11.01 39
11.01 40
11.01 41
11.01 42
11.01 43
11.01 44
11.01 45
11.01 46
11.01 47
11.01 49
11.01 50
11.01 52
11.01 58
11.01 60
Unnamed Street
Driftway
Rail Road Crossing
COUNTY OF
The foregoing instrument was acknowledged before me this day of
,2006, by TITAN-PDC CARTERET URBAN RENEWAL, LLC, a
Delaware limited liability company, by its
, on behalf of the company.
)
)
)
STATE OF
Notary Public
Commission Expiration: