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HomeMy Public PortalAboutr 10-149 2RezoIuffolt of tfre lll1orougfr of C!htderd, ~. 3J. No. 1O-1L.Q Date of Adoption .I11n1' 17, 2010 RESOLUTION OF THE BOROUGH OF CARTERET CONDITIONALLY DESIGNATING BALDEV S. BUTTER AS THE REDEVELOPER FOR THE PROPERTY KNOWN AS TAX BLOCK 372, LOTS 7.02, 8 AL'ID 9 LOCATED WITHIN THE WEST CARTERET COMMERCIAL REDEVELOPMENT AREA AND AUTHORIZING THE EXECUTION MID DELIVERY OF A PRE- DEVELOP~lliNTAGREE~lliNT WHEREAS, the Local Redevelopment and Housing Law, NJ.S.A. 40A:12A-I 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; and \VHEREAS, in accordance with the Redevelopment Law, the Borough of Carteret (the "Borough") declared that certaiu property comprising Block 372, Lots 1,2, 3,4,5,6,7.01,7.02,8,9, 10, 11, 12, 13, 14, 15, 16 and 17, as well as the largely undeveloped section of Gemlark Drive between Orchard Street and Pekala Terrace 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 \VHEREAS, the Borough desires to engage in preliminary negotiations with Baldev S. Butter, and a to be established company whereby Baldev S. Butter shall be the Managing Member (the "Company"), in furtherance of entering into a formal redevelopme.ut agreement for the redevelopment of that portion of the Redevelopment Area consisting of Block 372, Lots 7.02, 8 and 9 (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 form) 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 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") are hereby each severally authorized, after consultation with such counsel and any advisors to the Borough (collectively, the HBorough Consultants"), as such Authorized Officer deems necessary, desirable or convenient, in such Authorized Officer's sole discretion, to extend the time period set forth in Section I hereof, but in no event shall such additional period exceed ninety (90) days beyond the time period set forth in Section I hereof. Section 3. In the event that the Company has not executed a redevelopment agreement with the Borough, all in accordance with the time periods set forth in Section I 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 nlrther force and effect and the Borough shall have no further obligation to the Company. NO. 10-149 PAGE ? 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 tile 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 of the 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) perfonn 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 sball forward certified copies of this resolution to Matthew C. Karrenberg, Esq., DeCotiis, FitzPatrick & Cole, LLP, Special Redevelopment Counsel to the Borough. Adopted this 17th day of June, 2010 and certified as a true copy of the original on June 18, 2010. KATIlLEEN M. BARNEY, MMC Municipal Clerk RECORD OF COUNCIL VOTE COUNCILMAN I YES NO NV A.B. COUNCIL~IAN YES NO NV A.B. BELLINO x x DIAZ x N LES x DI MASCIO x SITARZ x x - Indicate Yote AS - Absent NV Not Voting XOR - Indil'atc~ Vote to Overrule Veto Adopted at a meeting of the Municipal Council -'"'-- EXHIBIT A FORM OF PRE-DEVELOPMENT AGREEMENT PRE-DEVELOPMENT AGREEMENT (the "Pre-Development Agreement"), dated as of June _, 20 I 0, 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, Carterel, New Jersey 07008 and its successors and assigns (the "Borough"), and [NAME OF COMPANY] a New Jersey with offices at 6600 Industrial Highway, Carleret, New Jersey 07008, 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 West Carteret Commercial Redevelopment Plan (the "Redevelopment Plan") in accordance with the Local Redevelopment and Housing Law, NJ.S.A. 40A:12A-I ef seq. (the "Act"); and WHEREAS, the Redevelopment Plan relates to approximately 5.91 acres, consisting of eighteen (18) properties within Tax Block 372, as well as the largely undeveloped section of Germark Drive between Orchard Street and Pekola Terrace (collectively; the "Redevelopment Area"); 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 ofthat portion of the Redevelopment Area consisting of Block 372, Lot(s) 7.02, 8 and 9 (the "Project Area"); and WHEREAS, the Pm1ies have determined to establish an escrow fund with the Borough to provide for the payment of the Interim Costs, as such term is defined herein; and NOW, THEREFORE, for and in consideration of the mutual promises, representations, covenants and agreements contained herein and the undet1akings 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: I. Pavment of Interim Costs. a. Immediately upon the execution of this Pre-Development Agreement, the Company shall deposit with the Borough ten thousand dollars ($10,000), 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 any such copy) provides a writlen 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 two thousand dollars ($2,000), 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 five thousand dollars ($5,000) for use in accordance with these terms. In the event that tltis 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 Iintitation, the Borough's reasonably incurred out-of-pocket fees, costs and expenses related to lhe 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 Pmiies 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 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 olher provision of this Pre-Development Agreement, but the remainder of this Pre-Development Agreement and each term and provision of this 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 oflaw. d. writing to: Any notice provided to the Borough hereunder shall be submitted III Kathleen M. Barney, Borough Clerk & Robel1 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, LLP 500 Frank W. Burr Boulevard Teaneck, New Jersey 07666 Notices to the Company shall be submitted in writing to: [Name of Company] 6600 Industrial Highway Carteret, New Jersey 07008 Attn: Baldev S. Butter with copies to: Robert F. Dato, Esq. 313 Amboy Avenue Woodbridge, NJ 07095 IN WITNESS WHEREOF, the Parties hereto have caused tlus Pre-Development Agreement to be executed, all as of the date first above written. ATTEST: BOROUGH OF CARTERET BY: Kathleen M. Barney, Borough Clerk Hon. Daniel J. Reiman, Mayor [SEAL] ATTEST: [NAME OF COMPANY] BY: Name: Baldev S. Butter Title: Managing Member