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No. 08 -11 0 Date of. Adoption April 24, 2008
RESOLUTION OF THE BOROUGH OF CARTERET
CONDITIONALLY DESIGNATING LINQUE CARTERET, LLC
AS THE REDEVELOPER FOR THE PROPERTY KNOWN AS
TAX BLOCK 64.01, LOTS 1, 2, 3, 4.01, 4.03, 4.04, 5, 6.01, 6.02, 7
AND 8 AND BLOCK 64.02, LOTS 2.01, 2.02 AND 3 LOCATED
WITHIN THE FEDERAL BOULEVARD REDEVELOPMENT
AREA AND AUTHORIZING THE EXECUTION AND DELIVERY
OF A PRE-DEVELOPMENT AGREEMENT
WHEREAS, the Local Redevelopment and Housing Law, N.J.S.A. 40A:12A-1 et seq.,
as amended and supplemented (the "Redevelopment Law") provides a process for
municipalities to participate in the redevelopment and improvement of areas in need of
redevelopment; arid ~
WHEREAS, in accordance with 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, Lincoln Equities Group, LLC, on behalf of and as the sole member of
Linque Carteret, LLC (the "Company"), subrnitted a response to the RFQ dated
November 15, 2007, as supplemented on February 12,2008; and '
WHEREAS, the Borough desires to engage in preliminary negotiations with the
Company in furtherance of entering into a formal redevelopment agreement for the
redevelopment of that portion ofthe Redevelopment Area consisting of Block 64.01, Lots
I, 2, B, 4.01, 4.03, 5, 6.01, 6.02, 7 and 8 and Block 64.02, Lots 2.01, 2.02 and 3 (the
"Project Area"); and
,
\VHEREAS, the Borough desirys to enter into that certain Pre-Development Agreement
with 'the Company (attached hereto as Exhibit A in SUbstantially final form) to estalilish
an escrow fund with the Borough to provide for the payment of the Borough's
professional fees, costs and expenses related to the Redevelopmeut 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 designateo as the
redeveloper for the Project Area for an initial period of ninety (90) days, or 'as otherwise
may be extended in accordance with Section 2 hereof, during which time negotiation and
execution of a redevelopment agreement with the Borough shall be completed. .
Section 2. The Mayor, Chief Financial Officer, or Director Of Law (each an
"Authorized Officer") ate hereby each severally authorized, after consultation with such
counsel and any advisors to the Borough (collectively, the "Borough Consultants"), as
such Authbrized Officer deems necessary, desirable or convenient, in such Authorized
Officer's sole discretion, to extend the time period set forth in Section 1 hereof, but in no
event shall such additional period exceed ninety (90) days beyond the time period set
forth in Section I hereof. .
NO. 08-110
PAGE ?
Section 3. In. the 'event that the Company has I).ot 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 hereof 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.
\
Adopted this 24th day of April
an~ ~ertified as a true copy of
or1g1nal on Arpil 25, 2008.
2008
the
-LINDA-A~-RIVERA~---------------
Assistant Municipal Clerk
RECORD OF COUNCIL VOTE
COUNCILl\lAN YES NO NV A.B. COUNCILMAN YES NO NV. A.B.
_ BELLINO x '''~nn "
CQLQN X NAPLES v
DIAZ x SITARZ X
X-Indicate Vote AS-Absent NV - Not Voting XOR * Indicates Vote to Overrule Veto
Adopted at a meeting of the Municipal Council April 24. 2008
~ o,R. .
Clerk
EXHIBIT A
FORiVl OF PRE-DEVELOPMENT AGREEMENT
PRE-DEVELOPMENT AGREEMENT (the "Pre-Development Agreement"),
dated as of April_, 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 HBorough"),
and
LINQUE CARTERET, LLC, a New Jersey limited liability company with
offices at 301 Route 17 North, Suite 900, Rutherford, New Jersey 07070, and its
successors and assigns (the "Company" and together with the Borough, the "Parties").
W-I-T-N-E-S-S-E-T-H:
WHEREAS, the Borough Council has adopted an ordinance approving and
adopting the Federal Boulevard Redevelopment Plan (the "Redevelopment Plan") in
accordance with the Local Redevelopment and Housing Law, NJ.S.A. 40A:12A-l et seq.
(the "Act"); 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 1, 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, Lincoln Equities Group, LLC, on behalf of and as the sole member
of the Company, submitted a response to the RFQ dated November 15, 2007, as
supplemente1 on February 12, 2008; and
WHEREAS, pursuant to the RFQ, Lincoln Equities Group, LLC, on behalf and
as the sole member of the Company, deposited fifty thousand dollars ($50,000) with the
Borough to be used 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 (the "Interim Costs"); 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 64.01, Lots
I, 2, 3, 4.01, 4.03, 4.04, 5, 6.01, 6.02, 7 and 8, and Block 64.02, Lots 2.01, 2.02 and 3
(the "Project Area"); and
WHEREAS, the Parties have detennined to establish an escrow fund with the
Borough to provide for the payment ofthe Interim Costs; and
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. PaV111ent of Interim Costs.
a. Immediately upon the execntion of this Pre-Development Agreement, the
Borough shall transfer the fifty thousand dollars ($50,000) previously submitted with the
RFQ 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 any such copy) provides a written objection that any invoiced item is
not an Interim Cost, the Borough shall be free to withdraw funds from the escrow for the
payment of such invoiced services. If, when and as often as may occur that the escrow
account is drawn down to or below ten thousand dollars ($10,000), 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 twenty-
five thousand dollars ($25,000) 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 returned to the Company following the payment from the
escrow account of the Borough's Interim Costs incurred up to the time of said expiration
or cancellation.
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 inclined prior to the execution ofthis
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
other applicable law. Nothing contained in this Pre-Development Agreement shall
constitute a waiver, surrender or relinquishment of any and all rights the Borough may
have in aCCbrdance 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 ofthis 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 construed
and enforced in accordance with, the laws of the State of New Jersey, without regard to
principles of conflicts of law.
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
Cartere(, New Jersey 07008
with copies to:
Matthew C. Karrenberg, Esq.
DeCotiis, FitzPatrick, Cole & Wisler, LLP
500 Frank W. Burr Boulevard
Teaneck, New Jersey 07666
Notices to the Company shall be subrnitted in writing to:
Linque Carteret, LLC
c/o Lincoln Equities Group, LLC
Meadows Office Complex
301 Route 17 North, Suite 900
Rutherford, New Jersey 07070
Attn: Joel Bergstein, Executive Vice President
with copies to:
Robert F. Date, Esq.
Law Offices of Robert F. Dato
313 Amboy Avenue
Woodbridge, New Jersey 07095
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
Kathleen M. Barney, Borough Clerk
BY:
Hon. Daniel J. Reiman, Mayor
[SEAL]
ATTEST:
LINQUE CARTERET, LCC
LLC,
BY: LINCOLN EQUITIES GROUP,
Its
BY:
Joel Bergstein
Executive Vice President