HomeMy Public PortalAboutr 08:047
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No. 08-47 Do" of Adoption January 24. 2OJ8
RESOLUTION OF THE BOROUGH OF CARTERET
CONDITIONALLY DESIGNATING BAKER PROPERTIES, LP AS
THE REDEVELOPER FOR THE PROPERTY KNOWN AS TAX
BLOCK 49.02, LOT 2 LOCATED WITHIN THE FEDERAL
BOVLEV ARD REDEVELOPMENT AREA AND AUTHOlliZING
THE EXECUTION AND DELIVERY OF A PRE-DEVELOPMENT
AGREEMENT
WHEREAS, the Local Redevelopment and Housing Law, N.J.S.A. 40A:12A-l et Sl'q.,
as amended and supplemented (the "Redevelopment Law") provides a process for
municipalities to participate in the redevelopment and improvement of areas in need of
redevelopment; and
\VHEREAS, in accordance with the Local Redevelopment and Housing Law, NJ.S.A.
40A: 12A-l et seq. (the "Redevelopment Law"), the Borough of Carteret (the "Borough")
declared that certain property comprising Block 49.01, Lots 4,9 and 11; Block 49.02; Lot
2, Block 64.01, Lots 1,2,3,4.01,4.03,4.04,5, 6.01, 6.02, 7 and 8; Block 64.02, Lots 1,
2.01, 2.02, 3 and 7 as an area in need of redevelopment (collectively, the
"Redevelopment Area"); and
WHEREAS, the Borough adopted a redevelopment plan for the Redevelopment Area
(the "Redevelopment Plan"), which shall control the redevelopment of the
Redevelopment Area; and
WHEREAS, the Borough issued a Request for Qualifications ("RFQ"), soliciting
responses from redevelopers interested in the redevelopment of one or more properties
within the Redevelopment Area; and
WHEREAS, Baker Properties, LP (the "Company"), submitted a response to the RFQ
dated November 7,2007; and
I
\
\VHEREAS, the Borough desires to engage in preliminary negotiations with the
Company in furtherance of entering into a formal redevelopment agreement for the
redevelopment of that portion of the Redevelopment Area consisting of Block 49.02, Lot
2 (the "Project Area"); and
'VHEREAS, the Borough desires to enter into that certain Pre-Development Agreement
with the Company (attached hereto as Exhibit A in substantially final foml) to establish
an escrow fund with the Borough to provide for the payment of the Borough's
professional fees, costs and expenses related to the Redevelopment Area and the
negotiation and execution of a redevelopment agreement and matters related thereto; and
NOW, THEREFORE, BE IT RESOLVED as follows:
Section 1. The Company is hereby conditionally designated as the
redeveloper for the Project Area for (a) an initial period of thirty (30) days, and (b)
provided that t4e Company shall execute a binding purchase and sale agreement with the
NO. 08-47
PAGE 20f6
current fee title owner of the Project Area during the initial thirty (30) period set forth in
subsection (a) herein, or as otherwise may be extended in accordance with Section 2(a)
hereof, an additional ninety (90) day period, during which time negotiation and execution
of a redevelopment agreement with the Borough shall be completed.
Section 2. The Mayor, Chief Financial Officer, or Director of Law (each an
"Authorized Officer") are hereby each severally authorized, after consultation with such
counsel and any advisors to the Borough (collectively, the "Borough Consultants"), as
such Authorized Officer deems necessary, desirable or convenient, in such Authorized
Officer's sole discretion, to (a) extend the time period set forth in Section lIa) hereof, but
in no event shall such additional period exceed thirty (30) days beyond the time period
set forth in Section lIa) hereof, aud (b) extend the time period set forth in Section lib)
hereof, but in no event shall such additional period exceed ninety (90) days beyond the
time period set forth in Section lib) hereof.
Section 3. in the event that the Compauy has not (a) executed a binding
purchase and sale agreement with the current fee title owner of the Project Area, or (b)
executed a redevelopment agreement with the Borough, all in accordance with the time
periods set forth in Section 1 hereof, or as otherwise may be extended by an Authorized
Officer, in such Authorized Officer's sole discretion, in accordance with Section 2
hereof, the Borough's conditional designation of the Company as redeveloper for the
Project Area shall expire and be of no further force and effect and the Borough shall have
no further obligation to the Company.
Section 4. The Pre-Development Agreement is hereby authorized to be
executed and delivered on behalf of. the Borough by an Authorized Officer in
substantially the form attached hereto as Exhibit A. with such changes as such
Authorized Officer, after consultation with the Borough Consultants, deems necessary,
desirable or convenient in such Authorized Officer's sole discretion.
Section 5. The Borough Clerk, or the Deputy Borough Clerk, is hereby
authorized and directed, upon the execution of the Pre-Development Agreement in
accordance with the terms of Section 4 hereof, to attest to the Authorized Officer's
execution of the Pre-Development Agreement and is hereby further authorized and
directed to thereupon affix the seal ofthe Borough to the Pre-Development Agreement.
Section 6. Upon the execution and attestation of and if required, the placing
of the seal of the Borough on the Pre-Development Agreement as contemplated by
Sections 4 and 5 hereof, the Authorized Officer is hereby authorized and directed to (a)
deliver such fully executed, attested and sealed Pre-Development Agreement to ,the
Company and (b) perform such other actions as the Authorized Officer deems necessary,
desirable or convenient in relation to the execution and delivery thereof.
Section 7. All actions of the Authorized Officers and the Borough
Consultants taken prior to the date of adoption pereof in connection with the
Redevelopment Area, including without limitation, the Pre-Development Agreement, are
hereby ratified and approved. '
Section 8.
prescribed by law.
This resolution shall take effect at the time and in the manner
Section 9. Upon the adoption hereof, the Borough Clerk shall forward
certified copies of this resolution to Matthew C. Karrenberg, Esq., DeCotiis, FitzPatrick,
Cole & Wisler, LLP, Special Redevelopment Counsel to the Borough.
NO. 08-47
PAGE 3of6
EXHIBIT A
FORM OF PRE-DEVELOPMENT AGREEMENT
PRE-DEVELOPiVIENT Agreement (the "Pre-Development Agreement"), dated as of
January 25, 2008, by and between:
THE BOROUGH OF CARTERET a municipal corporation of the State of New Jersey
with offices at Carteret Borough Hall, 61 Cooke Avenue, Carteret, New Jersey 07008 and
its successors and assigns (the "Borough"), and
BAKER PROPERTIES, LP, a Connecticut limited partnership with offices at 2351
Highway 130 South, Suite 4, P.O Box 1013, Dayton, New Jersey 08810, and its
successors and assigns (the "Company" and together with the Borough, the "Parties").
W-I-T-N-E-S-S-E-T-H:
\VHEREAS, the Borough Council has adopted an ordinance approving and adopting the
Federal Boulevard Redevelopment Plan (the "Redevelopment Plan") in accordance with
the Local Redevelopment and Housing Law, NJ.S.A. 40A: 12A-1 ef seq. (the "Acf'); and
\VHEREAS, the Redevelopment Plan relates to certain properties within the Borough,
specifically Block 49.01, Lots 4, 9 and 11; Block 49.02; Lot 2, Block 64.01, Lots 1,2,3,
4.01, 4.03, 4.04, 5, 6.01, 6.02, 7 and 8; Block 64.02, Lots I, 2.01, 2.02, 3 and 7
(collectively the ''Redevelopment Area"); and
WHEREAS, the Borough issued a Request for Qualifications ("RFQ"), soliciting
responses from redevelopers interested in the redevelopment of one or more properties
within the Redevelopment Area;'and
WHEREAS, the Company, submitted a response to the RFQ dated November 7, 2007;
and
\VHEREAS, the Borough desires to engage in preliminary negotiations with the
Company in furtherance of entering into a formal redevelopment agreement for the
. redevelopment of that portion of the Redevelopment Area consisting of Block 49.01, Lot
2 (the "Project Area"); and
'VHEREAS, the Parties have determined to establish an escrow fund with the Borough
to provide for the payment ofthe Borough's professional fees, costs and expenses related
to the Redevelopment Area and the negotiation and execution of a redevelopment
agreement and matters related thereto ("Interim Costs"); and
WHEREAS, on January 24, 2008, the Borough Council adopted a resolution (i)
designating the Company as the conditional redeveloper for the Project Area for (a) an
NO.
08-47
PAGE 40f 6
initial period of thirty (30) days and (b) provided the Company shall execute a binding
purchase and sale agreement with the current fee title mvner of the Project Area during
the initial thirty (30) day period, an additional ninety (90) day period subject to the
negotiation and execution of a redevelopment agreement, and (ii) authorizing the
execution and delivery ofthis Pre-Development Agreement.
NO\V, THEREFORE, for and in consideration of the mutual promises, representations,
covenants and agreements contained herein and the undertakings of each Party to the
other and such other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties, intending to be legally bound hereby and to
bind its successors and assigns, do mutually promise, covenant and agree as follows:
1. Pavrnent of Interim Costs.
a. Immediately upon the execution of this Pre-Development Agreement, the
Company shall deposit with the Borough fifty thousand dollars ($50,000), which the
Borough shall deposit into a non-interest bearing escrow account established by it for the
payment of its Interim Costs. Prior to the Borough's withdrawal of funds from the
escrow for the payment of its Interim Costs, the Borough shall provide the Company with
a copy of each invoice reflecting Interim Costs to be paid. Unless the Company promptly
(within 10 days of its receipt of auy such copy) provides a written objection that any
invoiced item is not an Interim Cost, the Borough shall be free to withdraw funds from
the escrow for the payment of such invoiced services. If, when and as often as may occur
that the escrow account is drawn down to or below twenty thousand dollars ($20,000),
then the Company, upon the Borough's request, shall immediately provide to the
Borough for deposit such additional funds as are necessary to increase the balance in the
escrow account to fifty thousand dollars ($50,000) for use in accordance with these
terms. In the event that this Pre-Development Agreement either expires or is cancelled
by the Borough, then all escrowed monies shall be retumed to the Company following
the payment from the escrow account of the Borough's Interim Costs incurred up to the
time of said expiration or canceHation.
b. Interim Costs, for the purposes of this Pre-Development Agreement shall
include, without limitation, the Borough's reasonably incurred out-of-pocket fees, costs
and expenses related to the negotiation of the terms and conditions of a redevelopment
agreement and other documents and actions related to the Redevelopment Area including,
but not limited to, fees for legal, accounting, engineering, planning and financial advisory
services, including all such fees, costs and expenses incurred prior to the execution of this
Pre-Development Agreement.
2. Additional Provisions.
a. The Parties hereby expressly acknowledge that the execution of this Pre-
Development Agreement and the performance of the Parties hereunder, shall in no way
be interpreted to constitute a "Redevelopment Agreement" for purposes of the Act or
NO. 08-47
PAGES of 6
other applicable law. Nothing contained in this Pre-Development Agreement shall
constihlte a waiver, surrender or relinquishment of any and all rights the Borough may
have in accordance with applicable law, including, without limitation, the Act, with
respect to the Redevelopment Plan, the Redevelopment Area, the Project Area, the
negotiation of a Redevelopment Agreement, or any matters related thereto.
b. If any term or provision of this Pre-Development Agreement shall to any
extent or for any reason be held invalid, illegal or. unenforceable, such invalidity,
illegality or unenforceability shall not affect any other provision of this Pre-Development
Agreement, but the remainder of this Pre-Development Agreement and each term and
provision oftms Pre-Development Agreement shall be valid and enforceable to the fullest
extent permitted by law, subject to such modification hereof as may be necessitated by
such invalidity.
c. This Pre-Development Agreement shall be governed by, and constmed
and enforced in accordance with, the laws of the State of New Jersey, without regard to
principles of conflicts oflaw.
d.
writing to:
Any notice provided to the Borough hereunder shall be submitted in
Kathleen M. Barney, Borough Clerk
&
Robert J. Bergen, Esq., Director of Law
Municipal Building
61 Cooke Avenue
Carteret, New Jersey 07008
with copies to:
Matthew C. Karrenberg, Esq.
DeCotiis, FitzPatrick, Cole & Wisler, LLP
500 Frank W. Burr Boulevard
Teaueck, New Jersey 07666
Notices to the Company shall be submitted in writing to:
Baker Properties, LP
2351 Highway 130 South, Suite 4
P.O. Box 1013
Dayton, New Jersey 08810
Attn: David J. Iacobucci, Division Manager
with copies to:
. NO. (J3-47
PAGE 6of6
IN WITNESS WHEREOF, the Parties hereto have caused this Pre-Development
Agreement to be executed, all as ofthe date first above written.
ATTEST:
BOROUGH OF CARTERET
BY:
Hon. Daniel J. Reiman, Mayor
Kathleen M. Barney, Borough Clerk
[SEAL]
ATTEST:
BAKER PROPERTIES, LP
BY:
David J. Iacobucci, Division Manager
Adopte:l this 24th day of Jarrnry, 2008
ani certifie:l as a true copy of the origiml
on Jarrnry 25th, 2008.
KA1HIEEN M. &\Bl~, M1:
t1micip'll Clerk
RECORD OF COUNCIL VOTE
COUNCILl\-IAN YES NO NV A.B. COUNCILMAN YES NO NV A.B.
BELLINO x NAPlES x
DIAZ x RIOS x
KRUM x SITARZ x
-
X~IndicateVote AB~Absent NY ~ Not Voting XOR - indicates Vote to Overrule Veto
Adopted at a meeting of the Municipal Council ~January 24, .2008
&~~--i.t-....~~
/. . CLERK