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HomeMy Public PortalAboutr 06:318 , 2R£ZüIuttDttúf ±41' ~arüugfj af élIu.d£ d¿ ~ _ W- No. 06-318 RESOLUTION OF THE BOROUGH OF CARTERET IN THE COUNTY OF MIDDLESEX, NEW JERSE , RATIFYING THE EXECUTION OF AN AGREEMENT BETWEEN THE BOROUGH A D THE CARTERET REDEVELOPMENT AGENC December 7, 2007 WHEREAS, the Borough of Carteret (the "Borough") is imple enting numerous redevelopment projects within its borders under the Local Redevelo ment and Housing Law, N.J.S.A. 40A:12A-l et seq. (the "Act"), including the constm tion of significant commercial, retail and residcntial improvements, which improvemen s benefit members of the public generally (the "Redevelopment Projects"); and WHEREAS, the Borough has detemÜned that in furtherance f more efficient implementation, development, financing, construction, operation, and or management of the Redevelopment Projects, it is in the best interest of tbe Borou to enter into an agreement with tbc Carteret Redevelopment Agency (the "Agency"), pursuant to which the Borough may, among other things, transfer funds to the Agen y, for use by the Agency in implementing theRe development Projects, or portions there f; and WHEREAS, as of December 31, 2006, the Mayor of the Borou h (the "Mayor") executed, and the Clerk of the Borough (the "Clerk") attested to s Ich execution, an a,,'Teement, the fonn of which is attached hereto as Exhibit A (t e "Agreement"), between the Borough and the Agency to provide for such transfers of nds; and WHEREAS, Section 4 of the Act (NJ.S.A. 40A: l2A-4) pem1it the Borough to implement redevelopment plans and ean'y out Redevelopment Pr jects directly or through the Agency, as a redevelopment entity; and WHEREAS, Section 4 of the Act (NJ.S.A. 40A:12A-4) further pe and/or the Agency, as a redevelopment entity, to arrange or contract wit bodies to carry out Redevelopment Projects, or parts thereof; and its the Borough any other public WHEREAS, Section 22c of the Act (NJ.S.A. 40A: l2A-22c) pemÙs the Agency to borrow money and receive grants and loans from any source for the financing of Redevelopment; and WHEREAS, the Borough believes that it IS in the public's intere t to execute the Agreement; and WHEREAS, the Borough desires to ratify the execution oftbe Agreem nt by the Mayor, and the attestation to such execution by the Clerk. NOW, THEREFORE, BE IT RESOLVED BY THE BOROUG COUNCIL OF THE BOROUGH OF CARTERET, AS FOLLOWS: SECTION 1. The aforementioned recitals are incorporated herein as though fully set fmib at length. SECTION 2. The execution of the Agreement by the Mayor as of December 31, 2006, and tbe attcstation of such execution by the Clerk, are he eby ratified and 13030-099 309456-2 AGREEMENT BY AND BETWE~N THE BOROUGH OF CART ERE T AND THE CARTERET REDEVELOPMEl' T AGENCY Dated as of Jl/lL, 2006 ] 3030-099 1095405 ~('D^v I j r cfv'J' THIS AGREEMENT first made and dated as of the L day of , 2006 (the "Agreement"), constitutes an agrcemenl between the BOROUGH Of CARTERET (the "Borough"), a municipal corporation ofthe State of New Jersey situated in the County ofMidd1esex, and THE CARTERET REDEVELOPMENT AGE;-..JCY (the "Agency"), a public body corporate and politic of the State of New Jersey (the "State"). PREAMBLE WIT N E SSE T H: WHEREAS, the Borough is implementing numerous redevelopment projects under the Local Redevelopment and Ilousing Law, N..!.S.A. 40A:] 2A-] et seq. (the "Act") within its borders, including the construction of significant commercial, retail and residential improvements. which improvements benefit members of the public generally (the "Redevelopment Projects"); and WHEREAS, on February], 200] and in accordance with the Section] ] oftheAct (N.J.S.A. 40A:12A-] I), and the Local Authorities Fisca] Control Law, N.J.S.A. 40A:5A-] et seq., the Borough fina1Jy adopted Ordinance No. 0] -], which established the Agency as an instrumentality of the Borough; and WHEREAS, Section 4 of the Act (N..! .S.A. 40A: 12A-4) permits the Borough to implement redevelopment plans and carry out Redevelopment Projects directly or through the Agency, as the redevelopment entity; and WHEREAS, Section 4 of the Act (N.J.S.A. 40A: 12A-4) further permits the Borough and/or the Agency, as a redevelopment entity. to arrange or contract with any other public bodies to carry out Redevelopment Project, or parts thereof: and WHEREAS, Section22c of the Act (N.J.S.A. 40A: 12A-22c) permits the Agency to borrow money and receive grants and loans from any source for the financing of Redevelopment Projects; and WHEREAS, the governing body of the Borough has detcrmined that in furtherance of more efficient implementation, development, financing. construction, operation and/or management of the Redevelopment Projects, it is in the best interest of the Borough to enter into an agreement with the Agency, pursuant to which the Borough will agree to transfer funds to the Agency, for use by the Agency in implementing Redevelopment Projects for which it has been designated redevelopment entity: and NOW THEREFORE, tJ1 consideration of the promises, agreements and covenants hereinafter set fmih and mutuallv agrecd to, the Borough and the Agency, each for itself, its successors and assigns, do mutually covenant, promise and agree as follows: ARTICLE I TRANSFER OF FUNDS SECTION 101. Transfer of Funds. The Borough may, from time to time, transfer cash or cash equivalents ("Funds") to the Agency. SECTION 102. A!?:ency Use of Funds. In the event the Borough transfcrs Funds to the Agency under the terms of this Agreement, the Agency will only usc such Funds to effectuate its purposes with respect to any Redevelopment Project and to perform any activities it is permitted to perform under thc Act. Further, the Agencv wi]] onlv use such Funds when and as directed bv the ""'.' .-' .,I Borough. SECTION 103. Agency Inyestment ofFllnds. In the event the Borough transfers Funds to the Agency. the Agency may. pursuant to an adopted cash management plan. invest any Funds not required for immediatc disbursement, in property or securities in which governmental units may legally invest funds subject to their control and it may purchasc its bonds at a price not more than the principal amount thereof and accrued interest. all bonds so purchased to be canceled. SECTION 104. Return of Funds. The Borough may, in its sole discretion, requcst that the Agency transfer any Funds back to the Borough. In the event that the Agency rcceives such a request from the Borough, which request shall be in writing. the Agency will makc such transfer within five (5) business days ofreceipt of such rcqucst. In the event that such Funds are invested in accordance with Section 103 hcreof, and the Agency determines that it will not be able to comply with such request within said Jive (5) day period, the Agency wi]] so notify the Borough in writing within five (5) days of receipt of the Borough's request. ITHE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK] 130':;(}-U99 .3UC)54C.5 ~ " ARTICLE II REPRESENTATIONS AJ\D WARRANTIES SECTION 201. Rcprcsentations and Warranties of thc Borough. The Borough represents and warrants to the Agency as follows: (a) GcncraL The Borough is a municipal corporation of the State and has the power and authority to execute and delivcr this Agreemcnt and perform all obligations described herein. (b) No Conflict. The execution, delivery and performance of the Agreement: (i) has been duly authorized by all requisite action of the Borough: (ii) to the best knowledge of Borough representatives, following diligent inquiry, will not violate or conflict with any provision oflaw, ruk or regulation, any order of any court or other agency of governmcnt: and (iii) to the best knowledge of authorized representatives of the Borough (other than proceedings relating to issuance of Borough general obligation bonds as to which no view is exprcssed), will not violate or result in a default under any provision of any indenture, agreement or other instrument. ©) Litigation. To thc bcst knowledge of the Borough, there is no action. suit or proceeding at Jawor in cquity or by or before any Governmental Authority or other agency now pending or, threatened against or atTecting the ability of the Borough to enter into the Agreement to transfer Funds or, following the transfer of any Funds. that could have a material adverse effect upon the financial condition of the Borough or the ability of the Borough to transfer such Funds. (d) Obligations of the Borou~h. When executed and delivered by the Borough, this Agreement will be a legal, valid and binding obligation of the Borough enforceable against it in accordance with its terms. SECTION 202. Representations and Warranties of the Agencv. The Agency makes the fo]]owing representations and warranties to the Borough: (a) GeneraL The Agency: (i) is a public body corporate and politic of the State formed under thc Act and subject to the Local Authorities FiscaJ Control Law. N ..I.S.A. 40A :5A-] et seq.: (ii) has fu]] corporate power and authority to exccute and deliver this Agreement and to perform its obligations hercundcr; and (iii) by proper corporate action has duly authorized the execution and delivery of this Agreement. (b) No Conflict. The execution and delivery of this Agreement and the consummation of the transactions contemplated hercby do not conflict with or constitute a breach ofor a default under the Agency's articles of incorporation or by laws or under the terms and conditions or any agreement or commitment to which the Agency is a party or by which the Agency is bound. LitÜ?:ation. To the best knowledge ofthe Agency. following dil igent inquiry. the Agency is not aware of any action, suit or proceeding at law or in equity or by or before any Governmental Authority or othcr agency now pending or threatened against or aUecting the ability ofthe Agency 1303(1-099 309."4(15 " -' to enter into this Agreement to accept Funds ÍÌ'om the Borough, that could have a material adverse effect upon the financial condition of the Agency or the ability of the Agency to accert such Funds. (d) Ohli[!ations of the Agene\'. Whcn cxeeuted and delivered by the Agency. this Agreement will be a Jegal. valid and binding obligation of the Agency, enforceable against it in accordance with its terms. [THE REMAINDER OF THIS PACE WAS INTENTIONALLY LEFT BLANK] :3030-099 3095.1(1.) 4 ARTICLE III AGENCY OBLIGATIONS SECTION 3tH. Heports to thc Borough. The Agcncy will keep or cause to be kept proper books of records and accounts in \\ hich complete and correct entries shall be made of its transactions relating to the funds. The Agency will cause its books and accounts to be audited annually in accordance with law and such books and accounts shall be maintained in accordance with generally accepted accounting '1rinciples. consistently applied. The Agcncy shall annually file a report with the Borough regarding the Agency's operations in connection with the Funds. including and relating to the provision of services, status of facilities. financings, financial condition. contracts or plans with respect thereto. The Agency may maintain as confidential any information that jt lega]]y is not required to disclose pursuant to the provisions of the Open Public Meetings Act, N.J.S.A. 10:4-6 et seq.. for the time and in the manner that such information is permitted to remain confidential in accordance with the provisions thereof. SECTION 302. Compliance with Laws. The Agcncy shall take possession of the Funds subject to a]] local, county. stale and fcdcral laws, ordinances, statutes and regulations. [THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK] 1:,03Ü-099 :~)954C5 ) ARTICLE IV 1\IISCELLANEOL'S SECTION 401. Hcadin¡!s. Captions and headings in this Agreemcnt are for case of reference only and do not constitutc a part of this Agreement. SECTIO.'\' 402. Hold Harmless. The Panies agree to hold each other harmless for any loss. damage or claim incurred or asscl1cd resulting from thc negligence of either party in performing their duties and responsibilities undcr this Agreement. SECTION 403. Govcrnin~ Law. This Agrecment and any questions concerning its validity, construction or performance shall be governed by the laws of the State. irrespective of the place of execution of the Agreement or of the place or places of performance. SECTION 404. Exccution of Counterparts. This Agreemcnt may be executcd in any number of counterparts. each ofvvhich shall be executed by the Borough and the Agency and all of which sha]] be regarded for all purposcs as one original and shall constitute and be but one and the same. SECTION 405. Amcndments. Any amendment or modification of this Agreement will only be effective upon the execution of a written instrumcnt authorized by the Commissioners in the case of the Agency and the Mayor in the case of the Borough. SECTION 406. Assignment. Neithcr party shall assign or attempt to assign its respcctive obligations under this Agreemcnt without the prior written conscnt of the other party. SECTIO.'\' 407. Sevcrability of I nvalid Provisions. If one or more of the provisions of this Agreement are determined to be contrary to law, then such provision or provisions sha]] be deemed severable from the remaining provisions and shall not affect the validity of the other provisions of this Agreement. SECTION 40S. Notices. All notices requircd under the terms ofthis Agreement shall be given by mailing such notices by ccrtifìed or registercd mail. return receipt requestcd. to the address of the pm1ies. Notices to the Borough shall be sent to the Borough Clerk. "",otices to the Agency sha]] be sent to the Secretary of the Agency. BOROL'GH OF CARTERET Borough of Cal1eret Municipal Building 20 Cooke Avenue Carteret. New Jersey 07008 Attn: Kathleen \1. Barne\'. Borough Clerk 13G30-Cr)9 30954()5 6 CARTERET HEDEVELOP.\1ENT AGE.\'CY Carteret Redevelopment Agency 96 Cooke A venue CartereL New Jersey 0700g Attn: Eric Cbubenko. Senctar) [THE REMAINDER OF TIllS PAGE \VAS INTENTIONALLY LEFT BLANK] 13030·09Y 3()9'i4(1__'i 7 IN WITNESS WHEREOF, the Agency and thc Borough have caused their respective seals to be hereunto affixed and attcsted and this /\greement to be signed by their respective, duly authorized officers and to be dated as of thc day and year first vvritten above. Seal Seal ^~^~ Eric Chubenko. Secretary 13(:3U-099 :'«19.~4(i.~ BOROUGH OF CARTERET CARTERET REDEVELOPMENT AGENCY ~'\2;X By: ..~ù . Anthony eibert, Cöan 00,06-31~__ PAGE L i¡ I¡adoption hereof in conl1.ectiol1 "\vith the executiun ¡¡Agreement are herehy ratlCtcci and approved. I or ackncnvledgcment and delivery of the I :1 SECTION 3. The Mayor and the Cbief Financial Officer of the Rorough (each ani I¡"/I.llthorized Officer(sr) are hereby authorized ami directcd to. (i) execute and deliver, and tbe. I Borough Clerk is hercby alltborized and dIrected to allest to such execution and to affix tbel I(orporatc seal .of the Borough ~ll, any agreement,. dnCll~nC_llt, U1stll.IIl1Cnt or certi~cate ~eclnc.d ¡'necessary, ueslrable or cünvcmcnt by' an AuthorlzCU Ofhccr or the Borough Clerk, In their 'respectIve sole discretion, atter consultation with such counsel and advisors as dccmedl I[appropriate and necessary, to be executcd in connection witb the execution and delivery of the I [Agreement and the consllmmaliüll of the trans~lctions contemplated thereby, \.-\-'hich deten1Ùnation I ¡shall be conc1usively cv'idenccd by the execution or each sLlch agreement, document, instrument ¡ or certificate by tbe party autborized hereunder to execute such agreement, document, Il1stmmcnt I jor certiJicate. and (Ü) perfonn sucb other action(s) as the Authorized Officcrs deem necessary, I ¡'¡desirable or convenient in relation to the execution and c!ellvcry tbereof. I Sb:CTION 4. A copy of t111S resolutll111 shall be availablc for public Il1spcctlon at the l,¡ofiices of the Borough. II SECTION 5. This resolution shall take effect immediately. I' ,I I' I I,i II 1,1 Ii :1 :1 !I II :1 I, I III II I' I I, I Exbibit A Adopted tb,s 7'" day of December. 20(J(, And ce1idied as a true copy of thc Original on December 8, 2006. -----~ KATHLEEN tv! BARNEY MunicIpal Clerk ----_._~- --- RECORD OF COTJT'CIL von: ~ iE"'" ~I!'I~T± I~ C:::'=-1~Fr~j! KRUM I X ' :' STTARZ ~1 ¡ -¡-- , -ii -1--¡----- ¡' - ! I I _-------1___.-----:L--.._~__ _~_,_~.__L_~_ -- - I , XOK - [1)UllCllcs ''''ole to Ovcrrule Veto I '} -~ /*:id;;~~;?t~l IK C/ x . InJicdte Vot(~ An· Absen: ~v - ~()t VlJl:ng Adopted at a meeting of the 'vIU:licipal Council 2íJ'J4S6-2