BellWorks_Application for Tax Abatement

Transcription

APPLICATION FOR TAX ABATEMENT / EXEMPTION
SOMERSET HOLMDEL DEVELOPMENT I
URBAN RENEWAL, L.P.
Name of Applicant
TOWNSHIP OF HOLMDEL
COUNTY OF MONMOUTH
OFFICE OF THE MAYOR
4CRAWTORDSCORNERROAD
HOLMDEL, NJ 07733
SOMERSET HOLMDEL
DEVELOPMENT I URBAN
RENEWAL, L.P.
911 E. COUNTY LINE ROAD
LAKEWOOD, NJ 08701
Address of Applicant
ALCATELILUCENT BUILDING
REDEVELOPMENT
CRAWFORDSCORNER&
ROBERTS ROAD
PORTION OF BLOCK 11, LOTS 38,
38.02,73.01,73.02,73.03, and 73.04
Address of Project Site
THE UNDERSIGNED, ON BEHALF OF AND WITH THE POWER AND INTENT TO
BIND THE APPLICANT, HEREBY CERTIFIES TO THE TOWNSHIP AS FOLLOWS,
AND HEREBY ACKNOWLEDGES THAT THE STATEMENTS CONTAINED HEREIN
ARE MADE IN INDUCEMENT OF A TAX ABATEMENT / EXEMPTION PURSUANT
TO THE APPLICABLE LAW.
Application submitted pursuant to the following:
(please check applicable statute)
Long Term Tax Exemption Law (NJ.S.A. 40A:20-1 et seq.)
x
Five-Year Exemption and Abatement Law (N.J.S.A. 40A:21-1 et seq.)
New Jersey Housing Mortgage Finance Agency Law (NJ.S.A. 55:14K-l et seq.)
_
Other applicable statute (please identify statute)
SECTION A: APPLICANT INFORMATION
1. Name of Applicant:
SOMERSET HOLMDEL DEVELOPMENT I URBAN RENEWAL, L.P.
2. Address of Applicant:
911 E. COUNTY LINE ROAD, LAKEWOOD, NJ 08701
3. If applicable, attach hereto a copy of the Applicant's Certificate of Formation and
evidence of the Department of Community Affair's ("DCA") approval of the
Certificate of Formation. (If DCA approval has not yet been obtained, attach a copy of the
proposed Urban Renewal Entity's certificate of formation and evidence that same has been
submitted to the DCA for approval. The Applicant must submit evidence of DCA approval
after it is obtained by way of a supplement to this application.)
See attached Exhibit A. Pending review and approval by NJDCA. To be provided upon
receipt. Draft attached.
SECTION B: PROPERTY INFORMATION
4. Identification of Property:
a. State the street address of the proposed project site according to the currently effective
tax map of the Borough (the "Official Map"):
Alcatel-Lucent Redevelopment Area, Township ofHolmdel, NJ
101 Crawfords Corner Road
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Former AT&T/Bell Labs/Lucent Property
This application pertains only to the 1,675,000 square foot main building and associated
land and site improvements comprising proposed Lot 38D consisting of 134.82 acres (the
"Project Site ''), as shown on the Subdivision Plat attached as Exhibit B and approved by
Holmdel Township Planning Board by Resolution dated August 20, 2013 for Application
#SD-648 (the "Resolution '').
b. State the block(s) and lot number(s) corresponding to the Project Site on the Official
Map:
The former AT&T/Bell Labs/Lucent Property (comprising the Alcatel-Lucent
Redevelopment Area) includes Block 11, Lots 38, 38.02, 73.01, 73.02, 73.03, and 73.04
as identified on the Township's tax map. Per the Resolution, the existing lot lines are to
be modified to create proposed Lots 38A, 38B, 38C, 38D, and 38E as shown on Exhibit
f1. As noted above, this application pertains only to proposed Lot 38D (134.82 acres)
and the site improvements and building located thereon.
c. Provide a metes and bounds description of the Project Site:
See attached Exhibit C.
5. Current Assessment and Tax Status of the Project Site:
a.
BLOCK
11
11
11
11
11
11
Current Assessment
LOT
38
38 (QFARM)
73.01
73.02
73.03
73.04
ACRES
134.82
nJa
nJa
nJa
nJa
LAND
$4,591,330
$0
nJa
nJa
nJa
nJa
IMPROVEMENTS
$10,630,200
$0
nJa
nJa
nJa
nJa
TOTAL
$15,221,530
$0
nJa
nJa
nJa
nJa
For purposes of this application, the current assessment as to the Project Site consisting
of 134.82 acres is $4,591,330 for the land and $10,630,200 for the Improvements for a total of
$15,221,530.
b.
Current Tax Status
BLOCK LOT
11
11
11
11
38
38 (QFARM)
73.01
73.02
REAL PROPERTY
BALANCE
Current
nJa
n/a
nJa
3
WATER/SEWER
TOTAL
Current
nJa
nJa
nJa
Current
nJa
n/a
nJa
I=~=~====----,~::-::-~---,-:~----,~---I-~---:-:-------I-~----,:------I-~-:---SECTION C: PROJECT INFORMATION
6. Describe the purpose of the proposed project. Include a detailed description of the
improvements to be made to the Project Site.
The Applicant/Redeveloper proposes the adaptive reuse of the 1,675,000 square foot main
building and associated land and site improvements on the Project Site to transform the
otherwise underutilized main building into an economically and socially productive use which
will contribute to the general welfare ofthe Township. This will include the revitalization ofthe
existing parking, roadways, and infrastructure comprising the Project Site, together with minor
site improvements, and such other work as approved by the Holmdel Township Planning Board
in the Resolution. The adaptive reuse of the main building is proposed to include a number of
potential uses, including hotel, office, retail, personal service, fitness center, education,
laboratory, and medical.
7. Provide copies of the plans, drawings and other documents to demonstrate the structure
and design of the proposed project.
See attached Exhibit D.
8. Provide the currently estimated project schedule, including the anticipated project
completion date.
See attached Exhibit E.
9. Provide a statement that the proposed project conforms to all applicable ordinances of
the Borough and is in accordance with the Borough's Redevelopment Plan, as applicable,
governing the Project Site and the Borough's Master Plan.
Except for the minor deviations specifically approved by the Holmdel Township Planning Board
in the Resolution, the project conforms to all applicable ordinances of the Township and the
Township's Master Plan, and is in accordance with the Alcatel-Lucent Redevelopment Plan that
governs the Project Site.
10. Provide a certified statement prepared by a licensed architect or engineer of the
estimated cost of the proposed project in the detail required pursuant to the applicable law.
See attached Exhibit F
11.
Detail the source, method and amount of money to be subscribed through the
investment of private capital, setting for the amount of stock or other securities to be issued
therefore or the extent of capital invested and the proprietary or ownership interest
obtained in consideration therefore.
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The Applicant/Redeveloper contemplates that initially, capital investment will be comprised of
$15 million in private equity. The Applicant/Redeveloper may then seek an additional $6 million
in additional private equity, or debt financing through conventional sources. Tenant
improvements are estimated to require additional debt financing in the amount of
$22,500,000.00 with up to 60% being obtainedfrom conventional sources.
12. Provide a description of the number, classes and type of employees to be employed at
the Project Site within two years of completion of the proposed project.
See attached Exhibit G.
SECTIOND:
TAX ABATEMENT / EXEMPTION
13. Attach a fiscal plan for the proposed project outlining a schedule of annual gross
revenue, the estimated expenditures for operation and maintenance, and payments of
interest, amortization of debt and reserves.
See attached Exhibit H
14. Provide the annual estimated payments in lieu of taxes during the term of the Tax
Abatement / Exemption.
See attached Exhibit 1
15.
Provide a description of any lease agreements between the Applicant and proposed
users of the proposed project, along with a history and description of the users' business.
Attach copies of executed leases with proposed users, if available, or any applicable form or
prototype leases.
No leases have been finalized at this time.
16.
Proposed form of Financial Agreement. See attached Exhibit J.
SECTIONE:
17.
DISCLOSURE
Disclosure Statement:
a.
Name of Entity or Urban Renewal Entity, as applicable:
Somerset Holmdel Development I Urban Renewal, L.P.
b.
Principal place of business:
E. 911 County Line Road, Lakewood, NJ 08701
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c.
Name of statutory agent and address, but if applicant is not a corporation the one
with related address upon whom legal process may be served is:
Michael A. Bruno, Esq., Giordano, Halleran & Ciesla, PC, 125 HalfMile Road, Suite
300, Red Bank, NJ 07701
d.
Incorporated in the State of New Jersey
The following represents the name and addresses of all stock holders or partners owing a
10% or greater interest in the above urban renewal entity. If one or more of the above
named s itself a corporation, partnership, or entity, I have annexed hereto the names and
addresses of anyone owing a 10% or greater interest therein.
Name of Owner(s)
Address
Percent Owned
Name and Address
Ownership or Proprietary Interest
Somerset Holmdel, LLC
911 E. County Line Road
Lakewood, NJ 08701
Centre Bell, LLC
911 E. County Line Road
Lakewood, NJ 08701
AHDKLLC
509 Carey Street
Lakewood, NJ 08701
Adarsan (Somerset Holmdel) 2013 Trust
c/o Adarsan Holdings Limited
1181 Robertson Road
Ottawa, Ontario Canada K2H
General Partner
EquityNoting Interest: 1%
e.
Limited Partner
Limited Partner
Limited Partner
Name of Directors
Name(s)
Address
See above.
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18. 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 willfully false, I am subject to punishment.
ENTITY:
SOMERSET HOLMDEL DEVELOPMENT I URBAN
RENEWAL, L.P.
By:
Somerset Holmdel, LLC
Its: General Parln)l'
BY:_~~~~~L-L£/lc.._---L~:=::::::::==~
Name: Ralph Zucker
Its: Managing Member
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EXHIBIT LIST
A - Certificate of Formation of Somerset Holmdel Development I Urban Renewal, L.P.
B - Holmdel Township Planning Board Resolution dated August 20, 2013
C - Legal Description of Project Site, Block 11, Lot 38D
D - Copies of approved Site Plan and Subdivision Plat
E - Current Project Schedule
F - Certified Statement of Project Costs
G - Jobs Analysis
H - Fiscal Plan
I - Expected PILOT
J - Proposed Financial Agreement
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EXHIBIT A
[CERT OF FORMATION TO BE PROVIDED]
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AMENDED AND RESTATED
LIMITED PARTNERSHIP CERTIFICATE OF
SOMERSET HOLMDEL DEVELOPMENT I URBAN RENEWAL, L.P.
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP CERTIFICATE
IS
executed by the undersigned party as the General Partner of SOMERSET HOLMDEL
DEVELOPMENT I URBAN RENEWAL, L.P. pursuant to the provisions ofNJ.S.A. 42:2A-l et
seq. known as the Unifonn Limited Partnership Law (the "ULPL") for the purpose of amending
the Limited Partnership Certificate of Somerset Holmdel Development I, L.P. filed with the State
of New Jersey Department of the Treasury pursuant to the ULPL on August 26, 2013
(#0600402740) in order to fonn a limited partnership pursuant to the provisions of the ULPL and
the New Jersey Long Tenn Tax Exemption Law, NJ.S.A. 40A:20-1, et. seq. (the "Act"):
1.
The name of the Limited Partnership is SOMERSET HOLMDEL DEVELOPMENT I
URBAN RENEWAL, L.P. (the "Limited Partnership") and the main business address is
as stated herein in Article 13.
2.
The purpose for which the Limited Partnership is fonned is to operate under P.L. 1991, c.
431; (C. 40A:20-1, 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 or part of one or more redevelopment areas, or low and moderate
income housing projects, and, when authorized by financial agreement with the
municipality, to acquire, plan, develop, construct, alter, maintain or operate housing,
senior citizen housing, business, industrial, commercial, administrative, 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 P.1. 1991, c. 431; (C.
40A:20-1, et. seq.).
The Limited Partnership intends to redevelop certain property
designated as Block 11, Lots 38, 38.02, 73.01, 73.02, 73.03, and 73.04 in the Township
of Holmdel, New Jersey (the "Property"), which is an area designated as in need of
redevelopment under the New Jersey Local Redevelopment and Housing Law, C.
40A:12A-1, et. seq. The project will include the adaptive reuse of the Property's existing
1,675,000 square foot office building that is proposed to be repurposed for mixed
commercial, office, retail, and medical use in conformance with the redevelopment plan
adopted for the Property by the Township of Holmdel (the "Municipality").
3.
The registered agent of the Limited Partnership is Ralph Zucker, 911 E. County Line
Road, Lakewood, New Jersey 08701.
4.
The name and address of the General Partner is Somerset Holmdel, LLC, 911 E. County
Line Road, Lakewood, New Jersey 08701.
5.
The aggregate amount of cash to be contributed by all Partners is Five Million Dollars
($5,000,000).
6.
No partner is required to make any additional contribution to the capital of the Limited
Partnership except as may be required by law and except that one of the Limited Partners
may be required to contribute up to an additional Ten Million Dollars ($10,000,000) to
the Limited Partnership under certain circumstances in accordance with the terms of the
Limited Partnership's Agreement of Limited Partnership.
2
7.
The Limited Partners have the power to grant the right to become a Limited Partner to an
assignee of any part of their partnership interest subject to the consent of the General
Partner and other conditions set forth in the Agreement of Limited Partnership.
8.
A Partner may not terminate its membership interest in the Limited Partnership or
withdraw from the Limited Partnership, except that the General Partner may withdraw
from the Limited Partnership under certain circumstances set forth in the Agreement of
Limited Partnership and be paid the value of its capital account in accordance with the
terms of the Agreement of Limited Partnership.
9.
The Partners have the right to receive periodic distributions of cash and other property if
and to the extent that the General Partner, in its discretion, elects to make such
distributions. Any such distribution may include a return of all or any part of a Partner's
contributions to the Partnership.
10.
The General Partner may make distribution of cash and other property to Partners in
accordance with the Limited Partnership's Agreement of Limited Partnership, whether
out of income or capital, which may include a return of all or any part of a Partner's
contributions, to the Partners.
11.
The Limited Partnership is to be dissolved and its affairs wound up upon:
(a)
The retirement, insanity, death or bankruptcy of any individual who is a last
remaining General Partner or the bankruptcy, retirement or dissolution of any
corporation or limited liability company which is the last remaining General
Partner, unless the Limited Partnership's business is continued in accordance with
the terms of the Agreement of Limited Partnership;
(b)
The determination of the General Partner;
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(c)
12.
The entry of an order or judgment of dissolution under New Jersey law.
The retirement, withdrawal, dissolution, insanity, death or bankruptcy of any General
Partner who is not the Limited Partnership's last remaining General Partner shall not
cause a dissolution of the Limited Partnership. The retirement, dissolution, insanity,
death or bankruptcy of the last remaining General Partner shall cause a dissolution of the
Limited Partnership and a liquidation thereof, unless within ninety (90) days after such
event, the Limited Partners owning seventy-five percent (75%) of the percentage interests
in the Limited Partnership owned by all Limited Partners elect, by written notice to all
partners, to reconstitute the Limited Partnership and continue its business, and Limited
Partners owning seventy-five (75%) percent of the percentage interests in the Limited
Partnership owned by all Limited Partners elect a successor General Partner within such
ninety (90) day period.
13.
The address of the principal office of the Limited Partnership shall be 911 E. County Line
Road, Lakewood, New Jersey 08701.
14.
Provisions/Declarations Required Pursuant to the New Jersey Long Term Tax Exemption
Law, NJ.S.A. 40A:20-1, et. seq.:
a.
So long as the Limited Partnership is obligated under a financial agreement with
the Municipality made pursuant to P.L. 1991, c. 431; (C. 40A:20-1, et. seq.), the
Limited Partnership shall engage in no business other than the ownership,
management, and control of the Project.
b.
The Limited Partnership has been organized 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 displaced or to be displaced by
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redevelopment, or the conduct of low and moderate income housing projects; and
(2) the acquisition, management, and operation of a project, redevelopment
relocation housing project, or low and moderate income housing project under
P.L. 1991, c. 431; (C. 40A:20-1, et. seq.). The Limited Partnership shall be
subject to regulation by the Municipality, 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 P.L. 1991, c. 431; (C. 40A:20-1, et. seq.).
c.
The Limited Partnership shall not voluntarily transfer more than 10% of the
ownership of the project or any portion thereof undertaken by it under P.L. 1991,
c. 431; (C. 40A:20-1, et. seq.), until it has first removed both itself and the project
from all restrictions of P.L. 1991, c. 431; (C. 40A:20-1, et. seq.) in the manner
required by P.L. 1991, c. 431; (C. 40A:20-1, et. seq.) and, if the project includes
housing units, has obtained the consent of the Commissioner of Community
Affairs to such transfer; with the exception of transfer to another urban renewal
entity, as approved by the Municipality, which other urban renewal entity shall
assume all contractual obligations of the Limited Partnership under the financial
agreement with the Municipality. The entity shall file annually with the
Municipality's 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 itself provided that the transfer, if greater than 10%, is disclosed to the
Municipality's governing body in the annual disclosure statement or in
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correspondence sent to the Municipality in advance of the annual disclosure
statement referred to above.
d.
The Limited Partnership is subject to the provisions of Section 18 of P.L. 1991, c.
431; (C. 40A:20-18) respecting the powers of the Municipality to alleviate
financial difficulties of the Limited Partnership or to perform actions on behalf of
the Limited Partnership upon a determination of financial emergency.
e.
Any housing units constructed or acquired by the Limited Partnership shall be
managed subject to the supervision of, and rules adopted by, the Commissioner of
the Department of Community Affairs.
This Certificate shall be effective as of the date of filing.
IN WITNESS WHEREOF, the undersigned General Partner has executed this certificate
as of the
day of
, 2014.
SOMERST HOLMDEL, LLC
General Partner
By:
_
Ralph Zucker, Managing Member
Docs #1606096-v I
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EXHIBIT B
Resolution of the Holmdel Township Planning Board dated 8/20/13
10
"
I
,
RESOLUTION
OF THE PLANNING BOARD OF THE TOWNSHIP OF BOLMDEL
MONMOUTH COUNTV, NEW JERSEY
Application for:
(i) Lot Consolidation; (ii) Preliminary and Final Major Subdivision Approval; and
(iii) Preliminary and Final Major Site Plan Approval with Variances and Waiven
for Phase I
Applicant:
Somerset Holmdel, LLC (Alcatel- Lucent property)
Application #:
SD-648 (as to the Subdivision Component) and
2013-3 (as to the Phase I Site Plan Component)
Date Approved:
Date Memorialized:
July 30, 2013
August 20, 2013
A. WHEREAS, the Planning Board of the Township of Holmdel (the "Board") is empowered, pursuant
to the Municipal Land Use Law. N.J.S,A. 40:550-1. ~ (the "MLUL") and Section 30-1 ~.• of the
Development Regulations of the Township of Holmdel (the "Development Regulations"). to hear and determine
applications for development.
B. WHEREAS, an application has been made to the Board under an application filed by the applicant,
Somenet Holmdel, LLC (the "Applicant"), for (i) Lot Consolidation; (ii) Preliminary and Final Major
Subdivision Approval; and (iii) Preliminary and Final Major Site Plan Approval with Variances and
Waiven for Phase I. In this Resolution, those aspects of the Application that involve the lot consolidation and
subdivision are collectively referred to as the "Subdivision Component", while those aspects of the Application
that involve the Phase I site plan are collectively referred to as the "Phase I Site Plan Component",
C. WHEREAS. the Application pertains to the real property located at the corner of Crawfords
Corner Road and Roberts Road and has frontage on Crawfords Corner Road, Roberts Road and
Middletown Road, and is further designated as Block 11, Lots 38, 38.02, 73.01. 73.02, 73.03, and 73.04 as
depicted on tbe Tax Map of the Township of Holmdel (the "Property").
D. WHEREAS, the Applicant is the contract purchaser of the Property. currently owned by Alcatel
Lucent
E. The Property lies within that certain area previously designated as an Area in Need of
Redevelopment and is subject to the specific development regulations set forth in that certain Redevelopment
Plan adopted on May 17.2012 by Township Ordinance 2012-12 (the "Redevelopment Plan"), pursuant to the
New Jersey Local Redevelopment and Housing Law, N.J,S.A. 40A:12A-I. ~ ("LRI-U..").
F. Pursuant to a Resolution dated February 19, 2013 adopted by the Township. the Applicant was
designated as conditional redeveloper. which designation was extended until August 31. 2013 pursuant to a
second resolution adopted by the Township on June 18.2013.
G. The Applicant has been apprised and publicly acknowledged that the Application and the
designation of the Applicant as a conditional redeveloper are subject to the execution of that certain
Redevelopment Agreement (the "Redevelopment Agreement") currently being negotiated between the
Township and the Applicant, and all aspects of the approval of the Application as set forth in this Resolution are
expressly made subject to the tenns of the Redevelopment Agreement.
J
1
(
H. WHEREAS, the Applicant seeks pennission to undertake the Subdivision Component and the Phase
I Site Plan Component on the Property pursuant to and in accordance with the Redevelopment Plan (collectively
the "Project'').
.
I. That part ofthe Project that involves the Subdivision Component generally seeks (i) to consolidate all
6 existing lots that comprise the Property and (ii) thereafter subdivide the entire Property into 5 new proposed
10iSt identified in the Application as: (a) proposed Lot 38A consisting of 103.36 acres for future single fiunily
development; (b) proposed Lot 38B consisting of 69.32 acres for future age restricted residential development;
(c) proposed Lot 38C consisting of 64.63 acres for future age restricted residential development; (d) proposed
Lot 380 consisting of 134.82 acres for the Phase I Site Plan Component development; and (e) proposed Lot
38B consisting of 100.54 acres for future development consistent with the Redevelopment Plan, and as more
specifically identified in the Application.
J. That part of the Project that involves the Phase I Site Plan Component generally seeks (i) site plan
approval with associated variances and waivers for Phase [ of the development of proposed Lot 380 on the
Property, consisting of the adaptive reuse of the buildings, parking. roadway and infrastructure as currently
exists on the Property, (ii) together with minor infrastructure improvements and (iii) such other requirements
and conditions as may be required by the Board or its professionals, pursuant to and in accordance with the
Redevelopment Plan and as more specifically identified in the Application. The adaptive reuse of the buildings
more specificaUy consist of the following proposed uses: (a) a 180 mom hotel with a 65,000 square foot
conference center; (b) 479,000 square feet of office space; (c) 50,000 square feet of retail space/personal service
establishment space; (d) a 32,000 square foot fitness center; (e) 30,000 square feet of education space (500
Students); (f) 150,000 square feet of laboratory space; (g) 112,000 square feet of medical wellness clinic space
(including lab space, diagnostic imaging space, sleep center, outpatient clinics, physical therapy center, urgent
care center and renal dialysis center); (h) 50,000 square feet of medical office space; (i) a 16,000 square foot
adult medical daycare facility; G> a 22,000 square foot (8 bed) surgery center; and (k) a 200,000 square foot
(200 unit) skilled nursing/assisted living facility. It is noted that while the above stated uses currently
contemplated, it may include such other uses as are pennitted under the Redevelopment Plan and/or the
Redevelopment Agreement, provided such uses meet all of the requirements of the Redevelopment Plan and/or
the Redevelopment Agreement.
K. WHEREAS, public hearings were held before the Board on July :z3, 2013 and July 30, 2013 with
regard to this Application.
L. WHEREAS, the Applicant was represented by Michael Bruno, Esquire of the law finn Giordano,
Halleran and Ciesla.
M. WHEREAS, the Board received expert reports and heard testimony from the AppJicant's
professionals and/or witnesses, including Ralph Zucker, principal of the Applicant; Leonard Savino, PE, of the
fmn Langan Engineering & Environmental Services; Karl A. Pehnke, PE, PTOE of the finn Langan
Engineering & Environmental Services; Nick Graviano, PP/AlCP JD of the firm Graviano Planning Group; and
Anthony Barbari, sign designer of the firm Designer Sign Systems (collectively the "Applicant's Witnesses").
All of the Applicant's Witnesses were qualified and accepted as experts in their respective fields and sworn in
under oath.
N. WHEREAS, the Board received expert reports and heard testimony from the Board's professionals,
including Edward Broberg. PE, of the firm T&M Associates; Bonnie Heard, P.E., C.M.E., of the finn T&M
Associates; and Jennifer Beahm, PP/AICP of the firm CME Associates (collectively the "Board's
Consultants"). All of the Board's Consultants were sworn in under oath.
O. WHEREAS, the public having had an opportunity to be heard.
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P. WHEREAS, in addition to the Application file, which consists of those items submitted by the
Applicant as listed on Schedule CAA" hereto, the Board accepted into evidence the exhibits listed on Schedule
"B" hereto, all ofwhich were duly identified and marked for the record.
Q. WHEREAS, a complete Application has been filed, the fees as required by the Development
Regulations and the Redevelopment Plan have been paid, public notice appearing to be in order as required
under the MLUL and it otherwise appearing that the jurisdiction and powers of the Board have been properly
invoked and exercised.
R. WHEREAS, the Board having carefully considered all of the evidence and exhibits presented, and
the questions, responses to questions and comments of the Applicant's Witnesses, the Board's Consultants and
of interested members of the public, makes the following findings of fact and/or conclusions of law based
thereon with regard to this Application:
I. The Applicant herein is requesting approval of the Application in order to undertake the Project as
defined in this Resolution.
2. The Property comprises approximately 472.67 acres, is located at the comer of Crawfords Comer
Road and Roberts Road and has frontage on Crawfords Comer Road, Roberts Road and Middletown
Road, and is further designated as Block II, Lots 38, 38.02, 73.01, 73.02, 73.03, and 73.04 as depicted
on the Tax Map of the Township of Holmdel.
3. The Property is located within that certain area designated as an Area in Need of Redevelopment and
is subject to the specific development regulations set forth in that certain Redevelopment Plan on May
17,2012 by Township Ordinance 2012-12. The Property also lies within the existing OL·I (Office
Laboratory) Zone. Pursuant to the Township Attorney under letter dated June 14, 2013, the zoning
requirements under the Redevelopment Plan is to be viewed as an alternative to and not in addition to,
the Development Regulations applicable to the OL-I zoning, based on in part that the Redevelopment
Plan is an overlay up to the 60· day following the closing on the Property, at which time it shall be the
sole zoning on the Property.
4. The Zoning Officer has determined that uses as proposed in the Application are permitted uses under
the Redevelopment Plan. As such the Project is a permitted use in this zone.
S. In addition to Applicant's request for (i) Lot Consolidation; (ii) Preliminary and Final Major
Subdivision Approval; and (iii) Preliminary and Final Major Phase I Site Plan Approval, the Project
proposed by the Application requires certain variance relief, as the Application does not meet all of the
regulations under the Redevelopment Plan and/or the Development Regulations for the Property in the
subject zone, as noted in the following particulars:
a. Prwerty Lines. Section 30-71a ofthe Development Regulations requires lot lines to be straight
and further requires side lot lines to be either at right angles or radial to street lines. The
proposed lot lines between proposed Lots 38A through 38E are not straight. Accordingly, a
variance is required to permit the non-conformity.
b. Buffers. Section 30·S4c of the Development Regulations requires a buffer zone equal to 20%
of the average width or depth of the lot when a non-residential use abuts a residential zone or
use. The Project does not provide the 20% buffer on proposed Lots 380 and 38E.
Accordingly, a variance is required to permit the non-confonnity.
3
c. Buffers. Section 30-54<1 of the Development Regulations requires a 2S foot wide buffer
between residential uses and a park or public land. The Project does not provide the 2S foot
buffer on proposed Lot 38A. Accordingly, a variance is required to permit the non-conformity.
d. Buffers. Sections 3Q-S4e and g of the Development Regulations requires certain screening of
the lot as specified therein. The Project does not provide the required screening. Accordingly,
a variance is required to permit the non-conformity.
e. Principal Uses. Section 30-89 of the Development Regulations prohibits more than one
principal use per lot. However, this section of the Development Regulations was not
specifically superseded by the Redevelopment Plan. Accordingly, while a variance is
technically required, this non-confonnity is contemplated by the Redevelopment Plan.
f. Belgian Block Curbing. Section 30-80.d of the Development Regulations requires specified
parking/drive areas have Belgian Block curbing. The existing roadways and parking area do
not have any curbing. The Applicant has proposed continuing the use of the existing access
roads and parking area and has not proposed any additional curbing. Accordingly, a variance is
required to permit this pre-existing condition.
. g. Parking Spaces. The Redevelopment Plan requires 4,425 parking spaces be provided for the
proposed mix of uses in the Phase I Site Plan Component The Applicant has proposed only
4,263 (as shown on the Application but clarified by testimony to equal 4,310) parking spaces
within the existing designed parking area, but has done so pursuant to shared parking analysis
that seeks to demonstrate the number of parking spaces provided is adequate for the proposed
mixed uses. Accordingly, while a variance is technically required, this non-eonformity is
tempered by the shared parking contemplated by the Redevelopment Plan.
h. Parking Areas Buffers. Section 3Q-SO.c of the Development Regulations requires a fifteen (IS)
foot wide buffer along the perimeter of the parking areas. The Applicant has proposed
maintaining the existing historically designed landscaping in the parking area. Since no
additional landscaped area within the parking area is proposed, a variance is required to permit
this pre-existing condition.
i. Parking Areas Internal Landscaping. Section 3Q-80.h of the Development Regulations requires
landscaping within the interior of all parking areas at one (l) tree for each eight (8) parking
spaces. The Applicant has proposed maintaining the existing historically designed landscaping
in the parking area. Since no additional landscaped area within the parking area is proposed, a
variance is required to permit this pre-existing condition. (It is noted that this variance is
specifically made subject to the Specific Condition 8 of this Resolution that the Applicant meet
with the Board's Consultants regarding additional landscaping with the parking areas, and that
the Board's Consultant's detennination resulting therefrom shall be final.)
j. Parking Space Location. Section 30-80.j.3 of the Development Regulations requires that the
parking spaces be located within 300 feet of the building entrances. The Applicant has
proposed maintaining the existing historically designed parking area. Since no additional
changes to the parking area are proposed, a variance is required to permit this pre-existing
condition.
k. Trails. The Redevelopment Plan requires developers to provide trails to the maximum extent
practical, to provide access to and within the Ramanessin Brook Greenway Corridor. While the
Applicant has proposed a natural trail path south of the ring road with a connecticm to-Bayeaet-~ --. .._._. __
Farm to be constructed in Stage 4 of the improvements on proposed Lot 380, a variance to
4
T
•
defer further trail requirements is required on the other four proposed lots 38A-C and E until
such lots are submitted for future site plan approval.
I. Lighting. Section 30-69 of the Development Regulations permits a maximum lighting level of
1.0 foot-candle at ground level and the Redevelopment Plan requires that a maximum lighting
level of 2.0 foot-candles and a minimum lighting level of 0.5 foot candles. The Applicant is
proposing minimum lighting levels of 0.1 to 0.6 foot-candles, average lighting levels of 1.0 to
2.3 foot-candles and maximum lighting levels of 3.6 to 10.3 foot-candles for the various
parking lots. Accordingly, a variance is required to permit the non-conformity. (It is noted that
the IES recommends average lighting levels of 2 to 3 foot-candles for shopping centers;
therefore, the Board Engineer has no objection to the Board granting a variance to exceed the
maximum permitted lighting level within the parking areas.)
m. SteeD SIQpes. Section 30-116.6.f.6 of the Development Regulations requires all steep slopes
greater than 25% be contained within a conservation easement. While the Property contains
areas of steep slopes greater than 250/0, the areas on proposed Lot 38D are isolated. As such the
Applicant has not proposed conservation easements as the steep slope areas are isolated, outside
of the limits of disturbance and all existing buffers are to be maintained. Accordingly, a
variance is required to permit this pre-existing condition. In addition, as all areas of steep
slopes on proposed Lots 38A-C and E will be subject to future applications, a variance to defer
this requirement as to proposed Lots 38A-C and E is also required until such lots are submitted
for future site plan approval.
n. Stream Corridor Buffer. Section 30-116.7.e.1 of the Development Regulations requires, in part,
a 1SO foot stream corridor buffer, as well as the stream corridor to be protected by a
conservation easement. As no construction is proposed within the buffer areas as part of this
Application, a variance to defer this requirement as to proposed Lots 38A-C and E is reqUired
until such lots are submitted for future site plan approval.
o. (Conservation Easement Monuments and Markers>. Section 30-S8.h of the Development
Regulations requires all conservation easements be delineated with concrete monuments and
wooden monument posts at each change of direction, but in no case more than 250 feet apart.
The Applicant has not proposed installing any monuments. Accordingly, a variance is required.
In addition, as proposed Lots 38A-C and E will be subject to future applications, a variance to
defer this requirement as to proposed Lots 38A-C and E is also required until such lots are
submitted for future site plan approval.
p. Tree and Woodlands Removal. Section 30-116.10.c of the Development Regulations requires a
Woodlands Retention and Preservation Plan be submitted as part of any site plan or subdivision
application, including those specific details as noted in the ordinance. Other than the agreed
condition to replace dead and dying trees, no tree removal is proposed by the Applicant as part
of the Application. Accordingly, a variance is required. In addition, as proposed Lots 38A-C
and E will be subject to future applications, a variance to defer this requirement as to proposed
Lots 38A-C and E is also required until such lots are submitted for future site plan approval.
q. Parking Flag ID Signs. Variances are required for the proposed "parking flag 10" signs,
because they are not specifically permitted by the Redevelopment Plan and Section 30-96.l.k
of the Development Regulations prohibits Banner type signs. Additionally variance relief is
required for the flag ID Signs to exceed the maximum permit sign height of 10 feet as set forth
in the Redevelopment Plan and the maximum sign height of 15 feet as set forth in Section 30
.. ~ ~~J.£....<!fJbe..9JJ!,i.Jl!&C7' ., ,__ ._~ .
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5
6. In addition to Applicant's request for (i) Lot Consolidation; (ii) Preliminary and Final Major
Subdivision Approval; and (iii) Preliminary and Final Major Phase I Site Plan Approval, the Project
proposed by the Application requires certain waiver relief, as the Application does not meet all of the
regulations under the Redevelopment Plan and/or the Development Regulations for the Property in the
subject zone, as noted in the following particulars:
a. Sidewalks. Section 30-94 of the Development Regulations requires a design waiver and a
contribution since sidewalks are not proposed along Roberts Road or Middletown Road
(sidewalks along Crawfords Comer Road and internal sidewalks have been proposed for
proposed lot 380. (It is noted that the Board Engineer does not object to the Board granting
this design waiver but that as proposed Lots 38A-C and E will be subject to future applications,
this requirement shall be reconsidered for proposed Lots 38A-C and E as may be applicable,
when such lots are submitted for future site plan approval.)
b. Belgian Block Curbing. Section 30-56 ofthe Development Regulations and Section S28.4.D of
the Holmdel Development Design Manual requires all roadways and specified parking/drive
areas have Belgian Block curbing. The existing interior roadways and parking area do not have
any curbing. The Applicant has proposed continuing the use of the existing roadways and
parking area and has not proposed any additional curbing other than agreeing to install concrete
curbing along those portions of Crawfords Comer Road and Roberts Road where sidewalks
will be installed and further agreeing to repair any exiting curbing that is broken or damaged.
Accordingly, a waiver is required from these sections to permit this pre-existing condition. (It is
noted that the Board Engineer does not object to the Board granting these design waivers but
that as proposed Lots 38A-C and E will be subject to future applications, this requirement shaIJ
be reconsidered for proposed Lots 38A-C and E as may be applicable, when such lots are
submitted for future site plan approval.)
c. Parking Lot Landscape Dividing Strips, Section S28.4.0.1-4 of the Holmdel Development
Design Manual requires landscaped dividing strips and minimum internal plantings in the
parking areas. The Applicant has proposed maintaining the existing historically designed
parking area. Since no additional landscaped area within the parking area is proposed, a waiver
is required from this section to pennit this pre-existing condition. (It is noted that this waiver is
specifically made subject to the Specific Condition section of this Resolution that the Applicant
meet with the Board's Consultants regarding additional landscaping with the parking areas.)
d. Shade Trees. Section 30-93 ofthe Development Regulations requires shade trees to be planted
50 feet on-center along all roadways. Since existing shade trees along frontage of current
roadways do not comply and the Applicant is not proposing any new shade trees other than the
agreed condition to replace dead and dying trees, a design waiver is required.
e. Landscaping - Minimum Dimensions. The Holmdel Development Design Manual requires
shade trees to be a minimum of3 inches in caliper and that evergreens be a minimum of10 feet
in height. As the Applicant is proposing deciduous trees that are 2.5 to 3 inches in caliper, a
design waiver is required.
£ Tree Protection Fencing. Section 30-58A of the Development Regulations requires the plans to
clearly show the location of orange construction (tree protection) fencing along all drip lines of
existing trees and shrubs. While compliance is required, a design waiver is required from this
section to permit only the existing trees and shrubs within the limits of disturbance to be
fenced. (It is noted that the Board Engineer does not object to the Board granting this design
~iX~~J?H~ -!~~ ",~....p.!llPQsed Lots 3~~-C and E will bCJubject to, future appHcations.this_.-~_
6
requirement shall be reconsidered for proposed Lots 38A-C and E as may be applicable, when
such lots are submitted for future site plan approval.)
g. Foundation Plantings. The Holmdel Development Design Manual requires foundation
plantings be provided along the perimeter of all buildings. As the Applicant is not proposing
foundation plantings, a design waiver is required.
h. Equipment and Machinery Screening. Section S28.21 of the Holmdel Development Design
Manual requires that existing onsite equipment and machinery be screened in accordance with
the specified requirements. As the Applicant is not proposing any additional screening, a
design waiver is required for the pre-existing condition.
i.
Steep Slope and Enyironmentally Sensitive Lands Erosion Protection and Fencing. Section
30-116.6.f.3 of the Development Regulations require that hay bales and silt fence be
installed prior to the disturbance of any slopes 8% or greater The regulations further
require that prior to the start ofconstruction, silt fence, orange construction fence and hay bales
must be installed along the environmentally sensitive areas and the plans and construction
sequence be revised to include notes indicating same. Given the large size of the site, I have no
objection to the Board waiving the fencing beyond the limits of disturbance for the initial
phase, a design waiver is required While compliance is required on proposed Lot 380, a design
waiver is required from this requirement for beyond the areas of disturbance on proposed Lots
38A-C and E, which will be subject to future applications.
j.
State Open Waters Construction Free Zone. Section 30-Il6.8.c of the Development
Regulations requires a 50 foot construction free zone around all state open waters. A design
waiver is required since the existing roadway network is located within the 50 foot construction
free zone.
k. Outdoor Screened Refuse Enclosure. Section S28.22 of the Holmdel Development Design
Manual requires the plans to provide an outdoor refuse enclosure with a landscaped screen on
three sides. As the refuse area will continue to be contained within the lower level of the
existing building, a design waiver is technically required.
I. Iron Pin Easement Delineation. Section 30-58 of the Development Regulations requires that
iron pins be installed to define all sight triangle easements, drainage easements and utility
easements. As the Applicant is not proposing any iron pins, a design waiver is required.
7. With regard to planning and zoning, other than the proposed modifications to the Property and
buildings as set forth in the Application, testified to by the Applicant's Witnesses and subject to the
provisions of this Resolution, the Applicant (i) acknowledged it is proceeding at its own risk as a
Conditional Redeveloper pending a fully executed Redeveloper's Agreement and final classification of
its status as the Approved Redeveloper, (ii) clarified those items as required by the Board's Engineer
and (iii) agreed to be bound by those requirements set forth in the Board Engineer's July 18, 2013
Second Engineering review letter. Notwithstanding the foregoing, the Applicant must comply with
those requirements as may be noted below under Special and/or General Conditions.
8. With regard to signage, the Applicant, in lieu of seeking any variances and/or waivers for its
proposed signage other than as noted above in Recital R.5.q., has agreed to meet with the Board's
Consultants as and when needed both for general signage and tenant specific signage, in order to
resolve all other signage issues and to be bound by any determination made by the Board's Consultants.
-Notwithstaruling--tbe-foregGiRg,-the Applicant must comply with thoserequiremems..as..m&y.-Ge-~;oo;-....... ,"'"..-,
below under Special and/or General Conditions
7
9. With regard to off-site and off-tract improvements, other than the relatively minor proposed
modifications to the existing roadway and parking infrastructure, and proposed new sidewalks as set
forth in the Application. testified to by the Applicant's Witnesses and subject to the provisions of this
Resolution, the Applicant has not proposed any additional changes to the existing site.
Notwithstanding. the Board Engineer noted in the Board Engineer's July 18, 2013 Second Engineering
review letter that other off-site roadway related improvements will be required on a gradual basis as the
Property is occupied and developed, including but not limited to those locations noted in the report. As
such improvements can only be estimated at this time, the Applicant has agreed to work with the
Board's Engineer to establish an assessment of the Fair Share contributions for the various off-tract/off
site improvements and thereafter be bound by such final recommendations. In addition. it was noted by
the Board Engineer and agreed to by the Applicant that the Applicant must make a sidewalk
contribution for those areas of the Property where sidewalks are not proposed, and is required to replace
any existing curb, sidewalk or pavement which is either damaged during construction or is in poor
condition and will clean and de-snag the streams and remove any existing or construction debris from
the stream corridor. Notwithstanding the foregoing. the Applicant must comply with those
requirements as may be noted below under Special and/or General Conditions.
10. With regard to traffic circulation and layout, other than the relatively minor proposed modifications
to the existing roadway and parking infrastructure, and proposed new pedestrian and bicycle access and
a natural trail path, as set forth in the Application, testified to by the Applicant's Witnesses and subject
to the provisions of this Resolution, the Applicant has not proposed any additional changes to the
existing site. In addition to those conditions set forth in Recital R.9 above concerning the Applicant's
Fair Share contribution, the Board Engineer noted in the Board Engineer's July 18, 2013 Second
Engineering review letter and agreed to by the Applicant that the Applicant must make submit certain
addition information concerning traffic circulation and layout, including by way of example only and
not by way of limitation, a schedule of improvements for all internal roadways and parking areas. a
revised phasing plan that simplifies into as few as four stages concerning the rehabilitation of the
existing pavement, submission of additional and detailed construction plans, plan revisions to include
certain details such as accessible ramps, sight triangles, typical roadway section, concrete sidewalk, and
fire zones. In addition, the Applicant has agreed with the Board's recommendation that the Applicant
meet with the Board's Consultants to determine how to increase the number of trees in the parking area
and be bound thereby. Notwithstanding the foregoing. the Applicant must comply with those
11. With regard to grading and drainage, other than the proposed use of the existing stormwater system
as set forth in the Application, testified to by the Applicant's Witnesses and subject to the provisions of
this Resolution, the Applicant has not proposed any changes to the grading or drainage as part of the
Application. However, the Board Engineer noted in the Board Engineer's July 18, 2013 Second
Engineering review letter and agreed to by the Applicant that the Applicant must (i) quantify the
existing and proposed drainage conditions resulting from the Phase I improvements to determine
whether the NJDEP stormwater regulations would apply, (ii) verify the conditions of the two existing
ponds and stormwater management systems and make any required repairs, (iii) clarify its maintenance
of the ponds, (iv) replace existing inlet heads as required by the NJDEP regulations, (v) clarify
compliance with certain ADA regulations and (iv) submit revisions to the plans for those specified
items noted therein. Notwithstanding the foregoing, the Applicant must comply with those
12. With regard to lighting, other than minor lighting changes at the street intersections and type of
lights as set forth in the Application, testified to by the Applicant's Witnesses and subject to the
provisions of this Resolution, the Applicant has proposed initially utilizing the existing the lighting
..... ~__ ~~!tD'L.- tUJ.b;..J3Qar<loEQ3iRreI':;flQ&ed in-,the...Boord Engineer's"Julr+8;."*I~Sec~"
review letter and agreed to by the Applicant that the Applicant must (i) provide certain additional
8
",7
lighting along the ring road and access roads, (ii) clarify safety lighting of bikeways and pedestrian
ways, (iii) replace the existing on-site lights as part of the phased parking lot improvements and (iv)
submit revisions to the plans for those specified items noted therein. Notwithstanding the foregoing,
the Applicant must comply with those requirements as may be noted below under Special and/or
General Conditions.
13. With regard to landscaping. other than the proposed replacement of dead or dying trees, as set forth
in the Application, testified to by the Applicant's Witnesses and subject to the provisions of this
Resolution, the Applicant, other than as may result from the Applicant's meeting with the Board's
Consultants as noted above in Recital R.S.i., is not proposing any new landscaping as it intends to
maintain the historical landscape design. As the Board Engineer noted in the Board Engineer's July 18,
2013 Second Engineering review letter and agreed to by the Applicant that the Applicant must (i)
provide cleanup around the existing ponds, and (ii) submit revisions to the plans for those specified
items noted therein.
Notwithstanding the foregoing, the Applicant must comply with those
14. With regard to environmental issues, other than as set forth in the Application, testified to by the
Applicant's Witnesses and subject to the provisions of this Resolution, it was noted in the Board
Engineer's July 18, 2013 Second Engineering review letter and agreed to by the Applicant that the
Applicant must (i) clarify its proposal to reduce energy costs and to maintain or decrease the ratio of
runoff to infiltration, (ii) submit revisions to the plans for those specified items noted therein, (iii)
submit the required Letter of No Interest from NJDEP as to the Category-l buffer regulations, (iv)
clarify percentage of priority woodlands to be removed, (v) clarify ongoing environmental cleanup and
(vi) clarify the presence of any threatened or endanger species on site or within 200 feet of the Project
and revise the plans accordingly. Notwithstanding the foregoing, the Applicant must comply with those
IS. With regard to sanitary sewer issues, other than specified repairs and improvements to the on-site
substation as set forth in the Application, testified to by the Applicant's Witnesses and subject to the
provisions ofthis Resolution, the Applicant has proposed utilizing the existing privately owned sanitary
sewer pump station, force main and collection system. As the Board Engineer noted in the Board
Engineer's July 18, 2013 Second Engineering review letter and agreed to by the Applicant that the
Applicant must (i) clarify drawdown capacity of both the on-site pump station and the receiving
Crawfords Corner pump station, (ii) clarify if any repairs are needed for the existing gravity piping, (iii)
clarify intended use of on-site treatment plant and revise the plans accordingly, (iv) provide a separated
generator dedicated generator for the pump stations, (v) implement the repairs as recommended in the
Due Diligence Report and (vi) submit revisions to the plans for those specified items noted therein.
Notwithstanding the foregoing. the Applicant must comply with those requirements as may be noted
belOW under Special and/or General Conditions.
16. With regard to general issues, other than as set forth in the Application, testified to by the
Applicant's Witnesses and subject to the provisions of this Resolution, it was noted in the Board
Engineer's July 18,2013 Second Engineering review letter and agreed to by the Applicant that the
Applicant must (i) clarify those specified items including but not limited to trash, recycling. utilities
(capacity and location of new service), speed limit signs, soil removal, ownership interest, stacking
plans, and sequence of construction and (ii) submit revisions to the plans for those specified items noted
therein. Notwithstanding the foregoing, the Applicant must comply with those requirements as may be
noted below under Special and/or General Conditions.
17. With regard to this Application the Board has received the following Reports from the Board's
Consultant, other reviewing agencies and/or the Township's professionals and has incorporated them by
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9
a. Initial Engineering Letter Report from T&M Associates, Board Engineers, dated June 5, 2013
and Second Engineering Letter Report from T&M Associates, Board Engineers, dated July 18,
2013.
b. Planning Review Letter #1 from CME Associates, Board Planner, dated June 11,2013 and
Planning Review Letter #2 from CME Associates, Board Planner, dated July IS, 2013.
c. Letter Report from the Holmdel Township Board of Health, dated
.....:
d. Letter from the Holmdel Township Shade Tree Committee, dated July 21,2013.
e. Letter from the Holmdel Environmental Commission dated June 18, 2013.
f. Letter from the Holmdel Fire Official, dated
g. Letter from the Holmdel Fire Chief. dated
-'
......:
h. Letters from the Holmdel Township Construction Official, dated April 16,2013 and July 17.
2013.
i. Letter from the Holmdel Traffic Safety Officer, dated August 13,2013.
j. Memorandum from the Holmdel Township Zoning Officer, dated July 22.2013.
18. The Applicant's Witnesses provided all of the testimony on behalf of the Application as noted in
the record ofthe hearings and as generalized below, including by way ofexample the following.
a. At the July 23, 2013 hearing. the Applicant's principal. Ralph Zucker. provided (i) a general
history of the site, (ii) a general overview of the uses permitted under the Redevelopment Plan,
(iii) a general overview of the Project including the re-use of the existing infrastructure,
pedestrian and bicycle paths, walking trail. the possible future uses contemplated in subsequent
phases of development but specifically noting that the age restricted housing proposed on Lots
38B and C will be deed restricted when developed. (iv) a general overview of the proposed
mixed uses contemplated for the existing building. (vi) a general overview of possible public
areas inside the building. (vii) a general overview of commitment to maintaining the outside
facade of the existing building but possible modifications to the interior galls for energy
efficiency. (viii) other energy efficiencies contemplated. (ix) two possible interior renderings
being contemplated for the public areas, (x) the length of time to have full capacity and (xi) a
general overview related to the operation of the overall facility.
b. At the July 23, 2013 hearing. the Applicant's traffic engineer. Karl Pehnke. PE, PTOE, offered
testimony and exhibits with regard to the traffic impact studies that were set forth in a report
dated May 29 2013 and supplemented July 8, 2013. The Applicant's traffic engineer provided
a general overview of the existing site and infrastructure, how traffic circulates on-site, the
fonner operations and capacity as relates to the roadways and parking structures, the
uniqueness of the historically designed circulation and parking layout, and the minor
modifications proposed, including the adjustments to the intersections for safety purposes.
c. At the July 23,2013 hearing, the Applicant's traffic engineer specifically detailed the findings
_.', 2.f.th~J!!f!ic stud~~Jicanf~,!,taflJ~ engineer detailed..trnLexteosiyc; ar~~~r:.w.hijt~,".,~~,,..,,,.,.._
the data w~ected. the anticipated traffic to be generated using the National standards for
10
the uses proposed (focusing on several different peak hours to account for the mixed uses
contemplated), and the analysis and findings based on the data. The Applicant's traffic
engineer further testified that the studies contemplated the impact in 2022 (when full build out
for all phases was contemplated), which factored in regional growth. The Applicant's traffic
engineer further compared his findings with the regeneration of a single use facility with 6,000
employees, as previously existed. The Applicant's traffic engineer concluded that the roadways
surrounding the site have the capacity to handle the traffic from the Project; although, there will
be different traffic patterns than previously existed when the building was occupied,
recognizing that some intersections will have weaknesses but not finding the need for new
roads, road widening or new intersections. However, the Applicant's traffic engineer further
testified that the data has resulted in a base line that will allow the Applicant and the Board's
Consultants to look at and monitor over future years which is necessary due to the length ofthe
build-out, to best detennine the off-tract impacts and possible future off-site improvements that
may be necessitated as a result thereof and as required as a condition for approval.
d. At the July 23,2013 hearing, the Applicant's traffic engineer specifically detailed the roadway
improvements that will be undertaken, including at the Crawfords Corner entrance and as
contemplated for Phase II at Roberts Road. The Applicant's traffic engineer further testified
that the Middletown Road entrance will become the main address for the building as that
entrance is the best suited from a traffic viewpoint, but noting that traffic will spread out over
all the intersections. The Applicant's traffic engineer further noted the highly efficient and
unique design of the existing on-site roadway system. The Applicant's traffic engineer further
testified of some minor interior roadway work to complete a missing link that currently exists
on the ring road, as well as the rehabilitation of the existing pavement and striping completed
for both the parking areas and roadways. The Applicant's traffic engineer further testified as to
the contemplated bicycle paths, walkways and trails both on-site and off-site.
e. At the July 13, 2013 hearing, the Applicant's traffic engineer specifically detailed the findings
as concerns parking. The Applicant's traffic engineer testified as to the existing parking count,
but how the existing parking stalls were undersized by today's standards, and the proposal to
increase the parking stall dimensions to 9 feet by ]8 feet which will reduced the number of
proposed spaces. The Applicant's traffic engineer further testified as to the shared parking as
relates to the proposed stacking plan and how that relates to the mixed uses contemplated for
the building and as pennitted under the Redevelopment Plan. The Applicant's traffic engineer
further testified how he utilized conservative modeling when calculating the required number of
parking spaces under the shared parking analysis, resulting in the need of only 4,032 spaces
when the Applicant is proposing 4,310. The Applicant's traffic engineer concluded that even
though the Redevelopment Plan requires 4,425 parking spaces, the proposed number of parking
spaces, when conservatively measured using a shared parking analysis, is more than sufficient
to handle the permitted uses and will not have a detrimental impact
f. At the July 30, 2013 hearing. the Applicant's engineer, Leonard Savino, provided a general
overview of the existing site, structures and infrastructure, and offered testimony and exhibits
with regard to the proposed ProjecL More specifically, the Applicant's engineer testified as to
the current utilities and contemplated use of existing stonnwater systems. The Applicant's
engineer further testified as to the additional minor infrastructure upgrades (other than as to the
intersections and missing ring road as previously testified by the Applicant's traffic engineer)
including pavement resurfacing and re-striping, new lighting and landscape clean-up. The
Applicant's engineer further testified as to the environmental features on site, including the
environmentally sensitive areas involving the on-site streams, steep slopes, wetlands, stream
buffers and ponds, and that no activity will occur in those areas and the existing buffers will be
-maintained.- The Applicant's-engineer further testified as to the priority woodklnds_1he·en~·"""'~~
11
actively contemplated being the need to replace dead or dying trees. The Applicailtts engineer
further testified as to the landscape plan including. pruning as needed. the replacement of dead
or dying trees and shrubs, and the cleaning of the ponds. The Applicantts engineer further
testified that the Project will maintain the heliport in place. The Applicantts engineer further
testified as to the lighting and intended replacement with energy efficient lighting. The
Applicantts engineer further testified as to the existing sewer system and agreement to maintain
the on-site pumping station.
g. At the July 30, 2013 hearing. the Applicantts engineer commented as to items set forth in the
Board Engineerts July 18t 2013 Second Engineering review letter. The Applicant's engineer
testified that the Applicant will comply with the requirements and conditions set forth in the
Board Engineerts July 18 t 2013 Second Engineering review letter. The Applicantts engineer
further testified that while his opinion was the Applicant was in compliance with the
Redevelopment Plan (other than the sign provisions set forth therein as noted by the Boardts
planner). the Development Regulations required certain variances and waivers and provided
expert testimony as to these items. The Applicantts engineer specifically testified as to each
variance and waiver noted in the Board Engineer's July 18,2013 Second Engineering review
letter and the Board Plannerts July 15,2013 Second Planning review letter (other than as relates
to signaget as the Applicant agreed to meet with the Boardts Consultants as to all signage
issues), and provided expert opinions as to the positive and negative criteria required for the
relief sought by the Applicant. The Applic::antts engineerts testimony in this regard included by
way of example onlYt a notation that many of the required variances and/or waivers are the
result of pre-existing conditions which are not being impacted by the Project.
h. At the July 30, 2013 hearing. the Applicant's planner, Nick Graviano, provided a general
overview of the existing site and offered testimony and exhibits with regard to the proposed
Project. More specificallYt the Applicant's planner testified that the Project was fully within
the intent of, in confonnance with and furthered the goals of the Redevelopment Plan. The
Applicantts planner further testified as to each variance noted in the Board Engineerts July 18,
2013 Second Engineering review letter and the Board Planner's July IS, 2013 Second Planning
review letter (other than as relates to signage, as the Applicant agreed to meet with the Boardts
Consultants as to all signage issues)t and provided expert opinion as to the specific positive and
negative criteria required for the relief sought by the Applicant. The Applicant's planner
further provided expert opinion as to the specific positive and negative criteria required for the
waiver relief as testified to by the Applicantts engineer.
i. At the July 30, 2013 hearing. the Applicant's sign designer, Anthony Barbari, provided a
general overview of the proposed sign package submitted as part of the Application. and how
the signage for the proposed Project of mixed uses will differ from a single use facility. The
Applicant's sign designer testified that the Project was intended to comply with the
requirements of the Redevelopment Plan with what was submitted, but actual signage is
difficult to detennine until the actual uses are in place. The Applicantts sign designer further
testified the Applicant will meet with the Boardts Consultants to ensure compliance with the
final signage, and if not that the Applicant will need to re-appear for appropriate relief.
j. At the July 23, 2013 and July 30, 2013 hearing, the Applicant. through its attorney and/or the
Applicant's Witnesses t agreed to accept all of the recommendations and conditions of the
Board Engineer as set forth in the Board Engineerts July 18,2013 Second Engineering review
letter other than the modifications to the recommendation as may be noted below in the Special
Conditions.
12
k. During the course of the hearings, the Applicant's Witnesses also commented with regard to
questions and comments from the Board, the Board's Consultants and members of the public,
and where applicable, to pl.an revisions that were made throughout the hearing process based
upon such comments and recommendations of the Board and the Board's Consultants. The
testimony of the Applicant's Witnesses with regard to all aspects of the Application, together
with the relief from conditions, variances and waivers requested, was consistent with the
statements set forth earlier in this Resolution.
19. As partially noted in paragraph 18 of Recital R above and as detailed in the recordings, during the
course of the hearings with regard to the Application, the Board's Consultants commented and
discussed their Reports and the comments and testimony given by the Applicant's Witnesses with the
Board. By way ofexample only, several areas ofcritical importance to one of the Board's Consultant's
included the following:
a. The width of grass area between the interior access roadways and sidewalks (per the
Applicant's Witnesses approximately 10 feet).
b. Whether there will be fencing around the ponds (per the Applicant's Witnesses while none
exists, guiderails will be installed near the parking and internal and external ring roads, but no
other fencing).
c. Any cross access between proposed lots (per the Applicant's counsel there will be reciprocal
easements on shared infrastructure for use and maintenance).
d. Whether there are any refuse management concerns (per the Applicant's Witnesses the exiting
two tunnels that handled movement of refuse will be capable of meeting the demands of the
project).
e. Whether runoff and infiltration rates will change (per the Applicant's Witnesses the rates will
actually be slightly reduced and the Applicant will be installing permeable sidewalks, with
backup data to be submitted).
f. Whether the Project will reduce energy costs (per the Applicant's Witnesses no specific plan
but looking at ways to reduce energy, including a possible interior second glass pane, possible
solar over the parking areas, changing the HVAC system from forces air to a water system, and
changing lighting to LED).
g. Whether the plans will be revised to address the comments set forth in the various consultant
review letters (per the Applicant's Witnesses yes).
h. Whether the intent is to comply with the sign requirements (per the Applicant's Witnesses yes
and if cannot, acknowledged the Applicant will have to comply or return to the Board for
additional relief).
i. Whether the intent is to comply with the stormwater regulations or obtain NJDEP approval (per
the Applicant's counsel have applied for and awaiting confirmation in writing that NJDEP does
not have jurisdiction as not changes are proposed that will impact stormwater).
course of the hearings with regard to the Application, many members of the public asked numerous
ql,J,~ .c:>Lth¥"hpp.u~~q~,~i!Jle~eu.eg3I'-Wng"lte; Application. By way Qf example...onlf llS.tc;uome.- , - of the "questions concerned the following: (i) traffic on and capacity of the surrounding roads, (ii)
13
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visibility at a nearby development road be affected, (iii) traffic during afternoon dismissal at nearby
middle and high school, (iv) measures to prevent use of Exit 116 off Garden State Parkway, (v)
sidewalk and trail connectively, (vi) how detennine number of employees for prior use, (vii) new access
road design at Crawfords Comer Road and impact, (viii) possible need to widen exiting roads near
entrance, (ix) capacity on Middletown Road from the south, (x) stream buffers, (xi) pump station
responsibility, (xii) ability to incorporate historical aspects, (xiii) anticipated use of helipad. and (xiv)
restrictions in Redevelopment Plan on occupancy tied to Phase II. Two members of the public also
provided comments regarding the Application. Any responses of the Applicant's Witnesses are detailed
in the recordings.
course ofthe hearings with regard to the Application, various members of the Board asked questions of,
made comments to, and came to findings based upon the testimony given by the Applicant's Witnesses
and discussed the reports issued by the Board's Consultant's with the Applicant's Witnesses. By way
of example only, several areas of critical importance to one of more of the members of the Board
included the following:
a. Intention of the main entrance (per the Applicant's traffic engineer and principal the intent is to
use Middletown Road as main entrance for commercial uses but not residential, and if feasible
maybe try to restrict in lease).
b. Demand on parking and how it relates to the stacking plan of the mixed uses (per the
Applicant's traffic engineer "pure" medical office has a higher parking requirements but that is
not being proposed, but if it was it would be sufficient parking for space allowed under the
Redevelopment Plan).
c. Possible need for future traffic signals (per the Applicant's counsel and the Applicant's traffic
engineer does not see need at this time but it will be part of monitoring plan set forth in the
Redevelopment Agreement).
d. Whether proposed Sloan Kettering facility was factored in to the traffic report (per the
Applicant's traffic engineer it was).
e. The need for a separate construction entrance (per the Applicant's Witnesses difficult not to use
all entrances but do not contemplate a heavy construction use for Phase I).
f. Landscaping within the interior of the parking areas and size of parking stalls and possibility of
creating areas of smaller parking stalls to allow for increased internal landscaping (per the
Applicant's Witnesses a discussion included the desire to preserve the historically designed
parking and possible solar uses in future, however the Applicant's counsel and Witnesses the
Applicant has agreed to meet with the Board's Consultants to review additional landscaping in
the parking lot as a condition of approval).
g. Whether there will be any additional soil and sediment controls measures (per the Applicant's
Witnesses very little activity that will require disturbance but will have to apply for soil and
sediment control pennits - mostly at roadway improvements at the entrances).
h. Whether pumps will be used at the ponds to circulate the water (per the Applicant's Witnesses,
the Applicant will look at aerated the water as part of the maintenance plan and if needed, will
install).
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i. Whether a camera will be run through the existing stonn and sanitary sewer lines to ensure
integrity (per the Applicant's Witnesses they will clean and 1V camera the existing lines).
j. Several aspects of the signs including need to make sure they work, possible illuminated
directional signs, and need for banner signs to identify areas within parking lot (per the
Applicant's Witnesses will meet with the Board's Consultants for all sign issues).
k. Possibility of including a section celebrating the historical aspects of the former Bell Labs site
within the building, possibly within proposed public library (per the Applicant's principal
thinks a great idea and will look at but that the atrium areas also lend themselves to a possible
historical area).
22. In that the proceedings in this matter were voice recorded, the recital of facts in this Resolution is
not intended to be all inclusive, but a summary and highlight of the complete record made before the
Planning Board.
23. The MLUL and the Development Regulations provide the Board with the power to grant
applications for preliminary and final subdivision and/or preliminary and final major site plan if the
Applicant complies with the requirements specifically delineated therein.
24. Moreover, the MLUL, at N.J.S.A. 40:55D-70c, provides the Board with the power to grant
variances from strict bulk and other non use related issues when an applicant satisfies certain specific
proofs which are enunciated in the Statute. Specifically, an applicant may be entitled to relief upon a
showing that a strict application and/or interpretation of the applicable zoning ordinances would result
in peculiar and exceptional practical difficulties to or exceptional and undue hardship upon the
applicant arising out of (i) the exceptional narrowness, shallowness or shape of a specific piece of
property; (ii) by reason of exceptional topographic conditions or physical features uniquely affecting a
specific piece of property; or (iii) by reason of an extraordinary and exceptional situation uniquely
affecting a specific piece of property or the structures lawfully existing thereon. Additionally, under the
c(2) criteria, an applicant has the option of showing that in a particular instance relating to a specific
piece of property, the characteristics of the specific piece of property are such that they present an
opportunity for improved zoning and planning that will benefit the community, and thus the purpose of
the MLUL would be advanced by allowing a deviation from the zoning ordinance requirements and the
benefits of any deviation will substantially outweigh any detriment. In those instances. a variance may
be granted to allow departure from regulations adopted, pursuant to the zoning ordinance.
Those categories specifically enumerated above constitute the affirmative proofs necessary in
order to obtain "bulk" or (c) variance relief. Finally, an applicant must also show that the proposed
variance relief sought will not cause a substantial detriment to the public good and, further, will not
substantially impair the intent and purpose of the zone plan and zoning ordinance. It is only in those
instances when an applicant has satisfied both these tests. that a Board, acting pursuant to the Statute
and case Jaw, can grant relief. The burden of proof is upon the applicant to establish these criteria.
25. The Board is further granted the power to consider and grant relief from conditions and exceptions
from design standards when and if applicable, provided that an applicant has satisfied the Board based
upon the presentation of its application. The burden of proof is upon the applicant.
26. Upon review and consideration of the Application, testimony of the Applicant. andlor the
Applicant's Witnesses, as well as the comments from the Board, the Board's Consultants and the
public, the Board finds it has been furnished sufficient information so as to enable it to make an
informed decision with regard to the requested development proposal for (i) Lot ConsolidatioD; (ii)
PrelimilUlrJ-and Ejnal Major_Subdivision-Approval; and (iii) Preliminary and-Final-Major Site-.-- -
15
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Plan Approval witb Variances and Waivers for Pbase I. Based upon the testimony and evidence
presented the Board finds that the proposed Application for the Project is consistent with reasonable
planning and development requirements.
27. With respect to the legal criteria for relief, the Board concludes that other than those specific
variances and waivers sought by the Applicant that are incorporated in subsequent Special Conditions
of this Resolution, the Board finds that the Applicant has provided sufficient evidence to satisfy the
legal proofs for the requested relief from conditions, variances and waivers from zoning and site
standards of the Development Regulations, as more specifically set forth during the course of the
testimony herein, are reasonable and appropriate for the reasons set forth in the body of this Resolution
and in the Reports of the Board's Consultants. This includes by way of example, and the Board fmds
that, the Applicant has provided sufficient testimony to establish and satisfy the positive and negative
criteria necessary for the granting of the requested variance and waiver relief sought by the Applicant
for the Project, and that the benefits of granting the variances will substantially outweigh any detriment
created by the granting of same, and further, that granting the variances will neither impair the intent
and purposes of the zone plan nor create a substantial detriment to the public good.
S. WHEREAS, the Board, having reviewed the proposed Application, and having considered the
impact of the proposed Application on the Township and its residents to determine whether it is in furtherance
of the MLUL; and having considered whether the Application is conducive to the orderly development of the
site and the general area in which it is located pursuant to the Redevelopment Plan and the Development
Regulations of the Township; and upon the imposition of specific conditions to be fulfilled, hereby concludes
that good cause has been shown to approve the Application for a (i) Lot Consolidation; (ii) Preliminary and
Final Major Subdivision Approval; and (iii) Preliminary and Final Major Site Plan Approval with
Variances and Waivers for Phase I.
NOW, THEREFORE, BE IT RESOLVED by the Planning Board of the Township of Holmdel on this
20th day of August, 2013, that Application No. SD-648 (as to the Subdivision Component) and 2013-3 (as
to the Phase I Site Plan Component) of Somenet Holmdel. LLC for (i) Lot Consolidation; (ii) Preliminary
and Final Major Subdivision Approval; and (iii) PreUmiDary and Final Major Site Plan Approval with
Variances aDd Waivers for Phase I, to permit the Project, be and the same is hereby approved for the
reasons set forth in this Resolution, subject to the following Special Conditions and General Conditions:
SPECIAL CONDmONS:
I. The Applicant acknowledged, consented and has agreed that (i) its Application, the Board's hearings,
this Resolution and the relief granted herein is specifically subject to the finalization and execution of that
certain Redevelopment Agreement being negotiated between the Applicant and the Township; (ii) that until
such time as the Redevelopment Agreement"s is fully executed, the Applicant has proceeded at its own risk; and
(iii) that any inconsistency between the testimony proffered andlor the relief granted by this Resolution with the
terms and provisions of the final Redevelopment Agreement, shall void that part of the Resolution and require
the Applicant to seek further rei ief from this Board.
2. The Applicant acknowledged, consented and has agreed that (i) its Application, the Board's hearings,
this Resolution and the relief granted herein is specifically subject to the Applicant being declared unconditional
Redeveloper of the Property pursuant to a resolution of the Township Committee; and (ii) that until such time as
the Applicant's status as the unconditional Redeveloper is confirmed, the Applicant has proceeded at its own
risk.
_._".
3. Subject to the conditions of this Resolution, the Property shall be developed in strict compliance with
the testimony presented and with the plans and drawings submitted by the Applicant as part of this Application,
"'~'.-u. or as ~o be revi~~...}11 ~~~~~~e ~.ttI!.~Jtt~~~.IJ1..9IJY,-£9!Tl~,~,m~ fgnd.qions cOt;ltained h~r~, ••
'~"..'n.!",,<",
16
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."
4. As to all aspects of the plans related to signage, with the exception of the proposed "parking flag 10
signs, the Board has specifically deferred and the Applicant has acknowledged, consented and agreed to meet
with the Board's Consultants in order to seek to resolve all sign issues and to submit revised plans consistent
with such final determinations. Any sign issue not resolved shall require the Applicant to ~eek further relief
from this Board.
S. As to any off-siteloff-tract improvements/contributions required by this Application, the Applicant
has acknowledged, consented and agreed to work with the Board's Consultants to submit such additional
information and establish an assessment of the Fair Share contributions for the various off-tractloff-site
improvements as set forth in Sections 2.1, 2.2, 2.3 and 2.4 and Sections 3.1, 3.2 and 3.3 of the Board
Engineer's Second Engineering review letter dated July 18, 2013 and/or as may be required by the
Redevelopment Agreement and/or Site Plan/Subdivision Agreement, and once established to be thereafter
bound by such fmal recommendations/requirements. The Board's Consultants and/or Township professional's
determination shall be final. The Applicant has further acknowledged, consented and agreed that this' Special
Condition shall be an-going condition throughout the development of the entire Property and final build-out and
occupancy of all phases of development.
6. As to all infrastructure components of the Project, the Applicant has acknowledged, consented and
agreed to submit to and seek approval by the Board's Consultants of the required detailed engineering
construction plans. The Board's Consultants' determination shall be final.
7. As to the internal infrastructure improvements, the Applicant has acknowledged, consented and
agreed to a phased rehabilitation of all internal roadways and parking areas, including but not limited to
pavement repair and resurfacing, installation of new lighting, and restriping. The Applicant shall submit to and
seek approval by the Board's Consultants the required phasing plan, as set forth in Sections 3.5, 3.6 and 3.7 of
the Board Engineer's Second Engineering review letter dated July 18, 2013. The Board's Consultants
determination shall be final.
8. As to additional landscaping in the existing parking areas, the Applicant has acknowledged,
consented and agreed to work with the Board's Consultants to determine whether additional landscaping may
be incorporated in the parking areas but considering the historically designed nature of the parking), and in so
doing if areas of parking spaces smaller than the approved 9 feet by 18 feet is a reasonable alternative to that as
approved. The Board's Consultants and/or Township professional's determination shall be final.
9. As to trail connectivity to Bayonet Farm, the Applicant has acknowledged, consented and agreed to
work with the Board's Consultants and/or Township professionals to timely process an application of and seek
approval by NJDEP for a bridge over the existing stream corridor/wetlands areas, at the Applicant's sole cost.
The Board's Consultants and/or Township professional's determination shall be final.
10. The Applicant shall be required to record, subject to approval by the Township Attorney, all
applicable easement agreements required or necessitated by this Application, including by way of example only
(i) a reciprocal cross access agreement between all five proposed Lots, (ii) sight triangle easements and (iii) a
deed restriction language as to and concerning the age-restricted nature of proposed Lots 38B and C. The
timing of this Special Condition, if not otherwise set forth in the final Redevelopment Agreement, shall be
determined by the Township Attorney in its sole discretion.
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17
II. The Applicant will reasonably seek to ensure Middletown Road as the main entrance for
commercial tenants that will occupy the existing building in aU lease negotiations and will meet with the
Board's Consultants to detennine if restrictions on truck access are required. The Board's Consultants and/or
Township professional's determination shall be final
12. The Applicant acknowledges. consents and agrees that approval of this Application as set forth in
this Resolution shall not obligate or restrict the Board in any way as to any future applications for development
ofadditional phases n proposed Lots 38A-C and E ofthe Property.
13. Except where specifically set forth as a Specific or General Conditions of approval in this
Resolution. or as modified by the terms of this Resolution or as reflected in the record of the proceedings. the
Applicant shall comply with all of the conditions and recommendations (including but not limited to plan
revisions) as set forth in the Reports of the Board Consultants and the Township's professionals. agencies,
commissions or staff submitted in response to the Application. and/or as agreed to by the Applicant and/or the
Applicant's Witnesses. including by way of illustration only and not by way of limitation. such conditions and
recommendations as set forth in Board Engineer's Second Engineering review letter dated July 18, 2013.
14. The Applicant must obtain the approval of the following specific agencies for the following
applicable approvals:
a. Holmdel Traffic Safety Officer.
b. Extension of the NJDEP Letter of Interpretation and letter of no interest from NJDEP as to any
other approvals.
c. The Board of Health. Barrier Free Sub-Code Official. Traffic Safety Officer. Township Fire Official
and Township Fire Chief.
d. The Freehold Soil Conservation District and the Monmouth County Planning Board.
IS. Subject to approval by the Board's Consultants and/or the Township's professionals and attorney in
their sole discretion. the posting of all applicable perfonnance and maintenance bonds required under the
General Conditions may be staged given the substantial infrastructure work (both on-site and off-site) over the
build out period ofthe Property.
GENERAL CONDmONS:
1. Approval of the Application is subject to the accuracy and completeness of the submissions.
statements. exhibits and other testimony filed with or offered to the Board in connection with this Application.
all of which are incorporated herein by reference and specifically relied upon by the Board in granting this
approval. This condition shall be a continuing condition subsequent. which shall be deemed satisfied unless and
until the Board determines. on notice to the Applicant. that a breach hereof has occurred.
2. All real estate taxes and other municipal charges shall be current through the date any and all permits
or other approvals are requested in connection with the Project.
3. The Applicant shall pay all fees and expenses required in connection with the Project. including all
the required engineering. legal and other consulting fees incurred by the Board in connection with the Project.
the inspection fees by the Township Engineer or other municipal agents or employees.
. .. _
4. To the _extent ap'plicable tb~ Applicant s_baJL~nteJ"into and record in the office ofihe.Monmouth
County Clerk. and observe all .obligations and conditions of a Site Plan Agreement and a Developer's
18
Agreement, satisfactory in form to the Township Engineer and accepted by the Township. The Applicant shall
also deliver to the Board a recorded copy of the aforesaid Agreements.
s.
The Applicant shall post and maintain all cash, performance, maintenance and other required bonds
required by the Township in amounts, form and substance as shall be approved by the Township Attorney and
Township Engineer, and accepted by the Township.
6. To the extent applicable, the Applicant shall comply with the Development Fee Ordinance of
Chapter 14, Housing, of the Code of the Township of Holmdel. The intent of this condition is to insure that an
appropriate Mount Laurel contribution is made by the Applicant as may be required under the Ordinance. This
obligation shall be set forth in a modified Developer's Agreement referenced in General Condition 4.
7. To the extent applicable, copies of fully executed contracts, or letters of intent to provide service, for
all utilities shall be provided, including gas, water, electric, cable and telephone.
8. Prior to the signing of any map, plat, pennit or construction plan, the Applicant shall satisfy those
conditions deemed appropriate by the Township.
9. To the extent applicable, all conditions of this approval shall continue to be binding upon the
Applicant and all successors of the Property.
10. In the event of a violation of any of the foregoing conditions, the Board may take such action as it
may deem appropriate, including but not limited to, compelling the Applicant to take certain actions or restore
certain conditions with respect to the Property as contemplated by this approval. The Applicant shall cure such
violations forthwith.
II. The Applicant acknowledges that this Resolution is contingent upon the Applicant submitting to
the Board, all revised plats, maps, reports or other data containing any applicable additions or corrections
specified in the record of the proceedings andlor the reports of the Board's Consultants andlor the Township's
professionals, agencies. commissions or staff. No construction permit shall be issued nor shall any further
action whatsoever be taken as to this Application until this condition is met.
12. The Applicant acknowledges that this Approval shall only be vested as may be prescribed in the
MLUL, the Redevelopment Plan, the Redevelopment Agreement, andlor the Development Regulations, as
applicable, unless extended in accordance with any applicable provision therein.
13. Prior to the signing of final plans, the issuance of any zoning andlor construction pennits or the
start of any construction, the Applicant shall submit one (I) standard Autocad.DWG or .DFX file copy on 3 ~
inch diskette, CD or in such other fonnat as may be accepted by the Board and Township, of the final layout
plan andlor final plat The Autocad file shall be used for Township purposes only. The file shall include-the
following minimum infonnation:
a. Location and distances of all existing and proposed Property lines;
b. Location of all existing and proposed easements;
c. Existing and proposed roadways (edge of pavement andlor curb);
d. Location of all existing and proposed sanitary and storm sewers;
e. All existing and proposed Block and Lot numbers;
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AU line and test elements shall be Oil separate layers, and all the above items shall be on separate layers.
Each diskette and/or CO shalJ be labeled with the name of the Subdivision and/or Site Plan, the name of the
Applicant and the tax map block and lot numbers for future identification.
BE IT FURTHER RESOLVEO, that the Board Secretary is hereby authorized and directed to cause a
notice of this Resolution to be published in the Asbury Parle Press at the Applicant's expense and to send a
certified copy of this Resolution to the Applicant and to the Township Clerk, the Township Engineer, and the
Township Assessor and make same available to all other interested parties.
.
I hereby certifY this to be a true and accurate copy of a Resolution duly adopted by the Planning Board of the
Township of Holmdel, Monmouth County, New Jersey, at a public meeting held on August 20, 2013.
~
Bonnie Imposimato, Secretary/Administrative Officer
Planning Board of the Township of Holmdel
20
EXHIBITC
Legal Description of Block 11, Lot 38D
11
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23 August 2013
100063703
WRITTEN DESCRIPnON
BLOCK " LOT 38D
IN HOLMDEL TOWNSHIP
MONMOunt COUNTY. NEW JERSlY
BEGINNING at a point on the southwesterty line of Crawfords Comer Everett Read (variable
widths. said point being distant the foilowing courses and distances from the intersection of
said southwesterly line of Crawfonts Comer Everett Road. if produced northwesterty, and the
southeasterfy line of Roberts Road (variable widths., if produced northe8sterly, and running:
Along said southwesterly line of Crawfords Comer Everett Read the following 7 courses:
A. South e:J-48'11· East. a distance of 710.74 feet to a point: thence
B. South s:J-l1'01· East. a dis1ance of 140.94 feet to a point of curvature: thence
c. Easterly along a curve to the right. having an arc distance of 284.68 feet. a radius
of 1,200.00 feet and a central angle of 1~5'30" and being subtended by a chord
which bears South 7&-23'16" East. a distance of 283.99 feet to a point of
tangency: thence
D. South 6!r35'31· East. a distance of 710.84 feet toa point; thence
E. South 6rQ7'31· East. ~ dis1ance of 294.48 feet to a point of curvature: thence
F. South88$terty along a curve to the right. having an arc distance of 354.54 feet, a
radius of 970.00 feet and a centraI"angie of 20056'31· and being subtended by a
chord which bears South 570:J9'1tr East. a distance of 352.57 feet to a point of
tangency: thence
G. South 47·11'01· East. a distance of 19.17 feet to the point of Beginning and
running: thence
Along said southwesterly line of Crawfords Comer Everett Road the following 3
courses:
1. South 4,.11'01· East. a distance of 228.45 feet to a point of curvature; thence
2. Southe8sterly along a curve to the left, having an arc distance of 288.62 feet, a radius of
680.00 feet and a central angle of 24-09'oa and being subtended by a chord which
bears South 5!r1S'31· East. a distance of 284.50 feet to a point of tangency: thence
3. South 71 ~O'01· East. a distance of 254.44 feet to a point thence
4. Leaving said southwesterly line, South 48°02'25. West, a distance of 79.50 feet to a
point; thence
.
5. South 76°57'21. West a distance of 97.09 feet to a point on a curve; thence
6. Southwesterly along a curve to the right. having an arc distance of 230.14 feet, a radius
of 350.00 feet and a central angle of 37°40'2" and being subtended by a chord which
bears South s0049'Or West a distance of 228.01 feet to a point of tangency; thence
.'
7. South ~9'1~ West. a distance of 79.70 feet to a point of curvature: thence
8. Southwesterly along a curve to the lett. having an an: distance of 701.74 feet. a radius
of 1,050.00 feet and a central angle of 31r17'-g and being subtended by a chord which
bears Scuth·500:30'3CT West. a distance of 688.78 feet to a point of tangency: thence
9. South 31~1' 4:r West. a distance of 1,218.24 feet to a point of curvature; thence
10. Southerly along a curve to the left. having an arc distance of 1n.07 feet. a radius of
150.00 feet and a central angle of 67e:38'oa- and being subtended by a chord which
bears South 02ez7'21- East. a distance of 168.97 feet to a point of reverse curvature:
thence
11. Southeasterly along a curve to the right. having an arc distance of 168.71 feet. a radius
of 2.068.00 feet and a central angle of 4-:38'~ and being subtended by a chord which
bears 5cuth ~57'o:r East. a distance of 168.87 feet to a non-tangent point: thence
12. Southeasterly alang a curve to the right. having an arc distance of 435. 79 feet. a radius
of 1,669.00 feet and a central angle of 14-&7':rr and being subtended by a chord which
bears South n-42'4T East. a distance of 434.65 feet to a non-tangent point thence
13. Southe"" along a curve to the right. having an arc dis1ance of 448.72 feet. a radius of
1.080.00 feet and a central angle of ~41'sr and being subtended by a chord which
beers South 04-57'01- East. a distance of 443.54 f.t to a norHangent paint; thence
14. Southerly along a curve to the right. having an arc distance of 944.55 feet. a radius of
754.00 feet and a central angfe of 71-48'31- and being subtended by a chard which
bears South 4Cr'4S'14- West. a distance of 883.99 feet to a non-tangent point; thence
15. Westerty along a curve to the right. having an arc distance of 448.72 feet. a radius of
1,080.00 feet and a central angle of ~41'sa- and being subtended by a chard which
bears South 88~7'29' West. a distance of 443.64 feet to a point; thence
16. Westerty along a curve to the right. having an arc distance of 436.79 feet. a radius of
1,669.00 feet and a central angle of 14-67'3r and being subtended by a chord which
bears North 74-48'5(1 West. a distance of 434.55 feet to a norHangent point: thence
17. Northwestertv along a curve to the right. having an arc: dstance of 1.264.43 feet. a
radius of 2,068.00 feet and a central angle of 3S-'4'lT and being subtended by a chord
which bears North Mr14'48" West. a distance of 1.244.69 feet to a norHangent point;
thence
18. Northerly along a
curve to the right. having an arc distance of 435.79 feet. a radius of
1.669.00 feet and a central angle of 14-57'3,. and being subtended by a chord which
bears North ~42' 4T West. a distance of 434.55 feet to a non-tangent point: thence
19. Northerly along a curve to the right. having an arc distance of 448.'72 feet. a radius of
1,080.00 feet and a,centrat angfe of ~41'sr and being subtended by a chord which
bears North 04-57'01- West. adistance of 443.54 feet to a non-tangent point: thence
20. Northeasterly along a curve to the right. having an arc distance of 944.55 feet. a radius
af 754.00 feet and a central angle of 71-4631- and being subtended by a chord which
bears North 4Cr'45'14- East. a distance of 883.99 feet to a non-tangent point; thence
21. Easterly along a curve to the right. having an arc distance of 448.72 feet a radus of
1.080.00 feet and a central angle of ~41'5Ir and being subtended by a chord which
bears North 86~7'n. East. a distance of 443.54 feet to a non-tangent: point: thence
22. Easterty along a curve to the right. having an arc distance of 436.79 feet a radius of
1.669.00 feet and a central angle of 141157'3" and being subtended by a chord which
bears South 74-48'5(1 East. a distance of 434.56 feet to a non-tangent point: thence
23. Southeasterly along a curve to the right. having an arc distance of 1 .37 feet. a radius
of 2,058.00 feet and a central angle of 4°58'35" and being subtended by a chord which
bears South 64°23'34- East. a distance ofJ17.32 feet to a point of curvature: thence
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24. Easterly al009 a curve to the left. having an arc distance of 178.73 feet, a radius of
150.00 feet and a central angle of tw3Q'21· and being subtended by a chord which
bears Ncxth 84-19'3:r East. a distance of 168.68 feet to a point of tangencv: thence
26. North 5Cr'34'~ East. a distance of 1.223.91 feet to a point of curvature: thence
28. Northeasterly along a curve to the left, having an arc distance of 879.98 feet. a radius of
930.00 feet and a central angle of 41-63'2T and being subtended by a chord which
beers North 2S037'39" East. a distance of 684.91 feet to a point of tangency: thence
27. North oa-40'51r East. a distance of 47.41 feet to a point of curvature: thence
28. Northerty along a CUIV8 to the right, having an arc distance of 2oe.63 feet, a radius of
350.00 feet and a central angle of 33-49'34- and being subtended by a chord which
bears Ncrth 250:36'42" East. a distance of 203.84 feet to a point of tangency: thence
29. North 42~O'2g- East. a distance of 94.76 feet to a point on the aforementioned
southwesterly line of Crawfords Comer Everett Road being tne Point of Beginning.
Encompassing an area of 134.821 acres. more or less.
This description is prepared in accordance with a plan entitled. -MaiOr Subdivision Aan
(Proposed ConfIgUration) Holmdel Redevelopment- prepared by Langan Engineering and
Environmental Services. Elmwood Park. New Jersey, Job No. 100063703, dated 31 December
2012. last revised 9 Jutv 2013, Drawing No. C8101.(]104. about to be filed in the Monmouth
County Cleric's Offlce.
I
Gary A Veenstra
Professional Land Surveyor
New Jersey Ucense No. G537213
LAN&AN
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EXHIBITE
PROJECT SCHEDULES
TARGET DATE
TASK
l.
Redeveloper submits Building Site
Plan and Overall Property
Subdivision application.
Complete.
2.
Redeveloper and Township execute
Redevelopment Agreement.
June _ _,2014.
3.
Redeveloper submits certification as
to Lucent Purchase Price and Toll
Bros. Purchase Price.
Within sixty (60) days of executed
4.
Construction drawings for Crawford's
Comer Road driveways submitted by
Redeveloper.
Completed.
5.
Completion of Crawford's Comer
driveway intersection improvements.
Prior to issuance of any certificate of
occupancy for the Property.
6.
Completion of curb and sidewalk
along Crawford's Comer Road.
Completed prior to total occupancy of the
Building of 400,001 square feet.
7.
Closing of Roberts Road Driveway
and installation of permanent
barricades and gates.
Prior to issuance of a certificate of occupancy
for any portion of the building.
8.
Roberts Road Driveway.
Complete prior to total occupancy of the
Building of 400,001 square feet or sooner as
part of the single family residential
development off of Roberts Road by Toll.
9.
Internal sidewalk completion.
Constructed prior to 400,001 square feet of
occupancy within the Building or 50%
occupancy of the Multi family active adult
development on the Property, whichever
occurs first.
10.
Pedestrian bridge associated trail and
connecting walkway from ring road.
Plan and permit applications submitted by
Redeveloper prior to 300,001 square feet of
occupancy in the Building and construction of
trail, subject to issuance of all permits and
approval, prior to 600,001 square feet of
occupancy of the Building.
11.
Completion of missing link back to
ring road; temporary signage and
striping installed. Weed removal
through ring road and cracks sealed
and guiderail installed on entrance to
road adjacent to pond.
for any portion of the building.
12.
Permanent striping and signage and
bikeway.
for 500,001 square feet of total building
occupancy.
13.
Redeveloper commences site entry
improvements (alignment,
pavements, lighting and striping) at
Roberts Road.
To be accomplished in conjunction with the
single family residential development or within
5 years of the date of the signing of the final
plans.
14.
TV inspect all onsite gravity sanitary
sewer piping and manholes and make
all necessary repairs.
Prior to 300,001 square feet of building
occupancy.
15.
Completion of sewer pump station
improvements recommended on
Pages 26 - 28 of the Due Diligence
Report prepared by Langan
Engineering.
Prior to the issuance of a certificate of
occupancy for greater than 100,001 square feet
of total building occupancy.
16.
Cleaning and pigging of the existing
onsite sanitary sewer force main.
17.
Cleaning and inspection of the
bioxide system, feed pumps and
associated controls.
18.
Inspection and repair of the wet well
sluice gate.
19.
Installation of a corrosion resistant
coating on the interior surfaces of the
sanitary sewer pump station walls.
2
STAGE I (INITIAL IMPROVEMENTS)
20.
All existing bituminous pavements
within parking areas associated with
the building (i.e. Building I, 2, 3 or
4) to be cleared of vegetation and
receive crack repair, as shown on
DWGS. CS101 - 0101 through CS
101-104.
Prior to issuance of initial certificate of
occupancy for that Building.
21.
Existing bituminous pavements
within parking areas "A" to be seal
coated and re-striped as shown on
dwg. CS101-104.
occupancy for the Building.
22.
Existing lighting fixtures within all
parking areas associated with the
building (i.e. I, 2, 3 or 4) that are
damaged shall be repaired or replaced
in kind as shown on DWG. LLll01
0104.
23.
All existing landscape areas within or
adjacent to Parking Area "A" shall be
restored in accordance with the
landscape restoration notes as shown
on Dwg. LL501-0102.
24.
Install way-finding signage along the
entry road from Crawfords Comer
Road and project entry signs as
shown on Dwgs. CS 101-0101 and
CS 101-0104. Install parking signs
associated with Areas "A" and "E".
25.
Perform all site improvements
associated with the parking area to
the northeast of the main entrance
(Area "E") as shown on the Dwgs.
CS101-0101, CS101-0102, PL101
0101, LP101-0102, LL101-0101 and
LL 101-0102, including landscape
restoration 2" pavement overlay,
striping signage and lighting.
3
STAGE 2 (TO OCCUR AT EACH 100,000 SQUARE FEE
OF OCCUPANCY UNTIL FULL BUILDOUT)
26.
Parking Area I1A I1 adjacent to
Building 4 is to be fully improved
when occupancy reaches 100,001
square feet including would be re
paving, installation of geotextile
fabric and 2" pavement overlay full
depth pavement repairs and restriping, type "N" eco curb pieces,
cleanup around the ponds to
eliminate undergrowth, new lighting,
signage and landscape improvements.
When occupancy in Building 4 reaches
100,001 square feet.
27.
Parking Area I1B I1 adjacent to
Building 4 is to be fully improved
when occupancy reaches the next
100,000 square feet as described
above.
When occupancy in Building 4 reaches the
next 100,000 square feet (200,000 square feet
total).
28.
All future parking areas to follow a
similar sequence for each 100,000
square feet of building occupancy,
depending upon occupancy activities,
i.e., as Building 2 become occupied,
Parking Area D, then C will be fully
improved.
For each 100,000 square feet of building
occupancy, depending upon occupancy
activities, i.e., on Building 2 becomes
occupied, parking areas D through C will be
fully improved.
4
STAGE 3
29.
Private entry roads and ring roads
shall be improved, as well as
sidewalk along Crawfords Comer
Road, connecting sidewalks from
Crawfords Comer Road to the
building, installation of bollard
lighting along the connecting
sidewalk, and re-striping for bike
lanes and pedestrian crossings to be
performed when 400,000 square feet
of building occupancy is achieved, or
when 10% of the single family or
age-restricted residential occupancies
have been issued, whichever occurs
first.
Upon 400,000 square feet of the Building
being occupied or when ten (10%) percent of
the single family or age restricted residential
occupancies have been issued, whichever
occurs first.
STAGE 4
30.
occupancy for greater than 1,000,001 square
feet of total building occupancy.
Cleaning and desnaging of existing
on-site streams and removal of
obstructions and construction debris.
Docs #1547384-v4
5
EXHIBITF
Letter from Alexander Gorlin Architects 5/19/14
17
ALEXANDER GORLIN ARCHITECTS
137 Varick Street, New York, New York 10013
T 212 2291199
F 212 2063590
May 19, 2014
Ralph Zucker, President
Somerset Development Holmdel I, LP
101 Crawfords Corner Road, Holmdel, NJ
Re:
Somerset Holmdel- Bell Place
Hard Cost Budget Review
Construction Cost related to the repositioning of a 2,000,000 square feet single use office building to
accommodate mixed use tenancy. The overall rehabilitation plan the bUilding improvements and building
code improvements.
Dear Mr. Zucker,
I have completed a review of the budget, architectural plans and site plans represented in support of the
construction of the referenced improvements in Holmdel, New Jersey. My review was limited by agreement to the
formation of an opinion regarding the adequacy of the budget presented to complete the scope of the
improvements depicted on plans and described within plan specifications. The scope of my assignment did not
include a review of land acquisition costs, pre-development expenses, soft costs" professional fees, carry costs,
insurance expenses, general conditions, design fees, field engineering expenses, survey expenses, redevelopment
fees, bonding expenses, inspection fees, impact fees, building permit fees, salaries, contingencies, marketing
expenses, model decorating, leasing office expenses, FF& E or financing expenses.
Based on my review of the referenced documents, my current understanding of the scope of improvements, a
review of published reference material and a review of my data base of similar improvements in the same general
geographic region, I am of the opinion that the budget presented is reasonable and sufficient to complete the scope
of improvements barring any unforeseen issues such as encountering unidentified underground obstructions,
material shortages or natural disasters. Specifically, the budget reviewed is allocated as follows:
Building Hard Cost
$56,300,000
Site Improvement Hard Costs
$ 4,000,000
Total Estimated Hard Cost Budget
$60,300,000
My findings are based on information provided by third parties and are subject to the limitations imposed by the
providing parties. All information furnished regarding this property is from sources deemed reliable, but no
warranty or representation is made as to the accuracy thereof and same is submitted subject to errors, omissions
and changes. I reserve the right to amend the responsibilities of the design professionals. My services are being
rendered solely as an advisor. The scope of this review has been intentionally limited by agreement between the
parties.
Thank you for the ability to be of service. Should you reqUire any additional information, please feel free to contact
me.
Very truly yours,
&!k. , (
Alexander Gorlin, FAIA
NJ Registered Architect
License #: 12839
EXHIBIT G
Jobs Analysis
Projected Employees in Existing Building at Full Build-Out
Bell Labs Redevelopment Holmdel, NJ
Average # of
Size (In Square
Feet)
Employees
per 1,000 sq.
I
I
ft.
Projected
Employees
100,000
0.64
64
65,000
0.64
42
Office
479,000
2.99
1,432
Retail
50,000
1.5
75
Medical/Wellness/Clinic
112,000
2.47
277
Medical Office
50,000
2.47
124
Educational Facilities
30,000
0.79
24
Laboratory/Research
150,000
2.47
371
Adult Daycare
16,000
2
32
Surgi-Center
22,000
3.25
72
Assisted living
200,000
2
400
Fitness Center
32,000
1.5
48
Building Program
Hotel with 180 Rooms & 10,000 sq. ft.
Lobby
Conference Center
1,306,000
I
2,959
Source of MUltipliers: The Center for
Urban Policy Research (CUPR) at
Rutgers Edward J. Bloustein School of
Planning - Who Lives in New Jersey
Housing? A Guide to New Jersey
Residential Demographic Multipliers
Projected Number of Construction Jobs
Bell Labs Redevelopment Holmdel, NJ
Projected Renovation Size (In Square
feet)
Average Cost of
Renovation per
Sq. Ft.
Estimated
cost of
Renovations
Construction
Jobs per
$100,000
Estimated
Construction Jobs
Created
1,306,000
$77
$100,562,000
1
1,006
18
·
.
EXHIBITH
Fiscal Plan
19
.rea
Year 2
210,000.00
20,000.00
70,000.00
30,000.00
32,418.00
100,000.00
Yea, 3
13,622.81
125,000.00
125,000.00
124,368.03
362,418.00
462,418.00
$15.46
$10.28
$7.33
$13.00
$15.25
$14.87
Year!
lower Podium Rent Per Square Foot
Education Rent Per Square Foot
FItness Rent Per Square Foot
Average Rent Per Sq Ft
EscalatorJ
$7.86
$13.94
$16.35
$16.74
$11.13
$7.94
$14.08
$16.52
$16.91
$11.24
$8.02
$14.22
$16.68
$14.18
$14.32
$14.46
$14.61
77.13%
Year 7
10,511,124.18
(2,404,066.25)
(525,556.21)
82.82%
Year 8
10,616,235.43
85.93%
Year 9
10,722,397.78
(1,824,274.08)
(530,811.77)
(1,508,522.19)
(536,119.89)
237,794.14
527,418.00
727,418.00
479,000.00
50,000.00
150,000.00
30,000.00
32,418.00
400,000.00
144,000.00
614,014.11
741,418.00
1,285,418.00
$15.61
$10.38
$7.40
$13.13
$15.40
$15.71
$10.48
$7.48
$13.26
$15.56
$15.93
$10.59
$7.55
$13.39
$15.71
$16.09
$10.69
$7.63
$13.53
$15.87
$16.25
$10.80
$7.70
$13.66
$16.03
$16.41
$10.91
$7.78
$13.80
$16.19
$16.57
$13.51
$12.75
$13.14
$13.50
$13.83
1,858,498.74
34.32%
Ye.ar2
4,897,648.37
45.09%
Yel,3
6,726,506.57
52.25%
Ye.r4
7,590,085.17
8,470,262.70
9,367,284.76
(1,655,954.891
(92,924.94)
(3,216,962.26)
(244,882.42)
(3,693,762.38)
(336,325.33)
(3,624,595.65)
(379,504.26)
(3,365,486.27)
(423,513.13)
(2,945,232.02)
(468,364.24)
Medical
Hotel
$15.46
$10.28
$7.33
$13.00
$15.25
Year 10
479,000.00
50,000.00
150,000.00
30,000.00
32,418.00
400,000.00
144,000.00
684,466.68
741,418.00
1,285,418.00
YearS
479,000.00
50,000.00
150,000.00
30,000.00
32,418.00
400,000.00
144,000.00
571,843.56
741,418.00
1,285,418.00
30,000.00
Retan Rent Per Square Foot
Yelr9
479,000.00
50,000.00
150,000.00
30,000.00
32,418.00
400,000.00
144,000.00
637,108.73
741,418.00
1,285,418.00
Year 7
415,000.00
50,000.00
150,000.00
30,000.00
32,418.00
400,000.00
144,000.00
464,426.38
671,418.00
1,221,418.00
lower Podium Rental Component
Education Component
Fitness Center
OffiCI! Rent Per Square Foot l
Year 6
Vel' S
365,000.00
50,000.00
150,000.00
30,000.00
32,418.00
400,000.00
144,000.00
378,126.24
627,418.00
1,171,418.00
95,000.00
Total Rent 5q Feet
Total5q Feet
Year 4
315,000.00
50,000.00
150,000.00
30,000.00
32,418.00
300,000.00
144,000.00
301,675.80
571,418.00
1,021,418.00
Office Sq Feet
Retail 5q Feet
265,000.00
50,000.00
150,000.00
30,000.00
32,418.00
200,000.00
$11.02
1.00%
10.90%
POTENllAL GROSS REVENUE
Yea, 1
Base Rental Revenue
AbsorbtlonfTurnover vacancyJ
Base Rent Abatement
SCheduled Base Rental Revenue
60.27%
68.56%
Year 5
Yelr 6
109,618.91
$
1,435,803.69
2,696,418.86
3,585,985.26
5,953,688.51
4,681,263.29
315,224.00 $ 2,301,814.00 $ 3,204,142.00 $ 4,225,191.00 $ 5,260,305.00 $ 6,095,480.00
92.32%
Year 10
10,829,621.76
(831,867.18)
(541,481.09)
8,671,755.70
7,581,501.72
8,261,149.57
$ 6,933,416.00 $ 7,536,335.00 $ 8,302,791.00 $
9,456,273.49
9,335,403.00
EXPENSE REIMBURSEMENT'
Real Estate Tax
Utl/ltles
Insurance
Repairs and Maintenance
Management Fee
Admlnstratlvl! Fees
Securtty
Water/Sewer/Gas
Cleaning
CAM
Medical Condo - $10 Expense Reimbursement
Total Expense Reimbursement
22,790.00
22,790.00
4,558.00
6,838.00
437.00
9,116.00
4,558.00
11,396.00
225.00
224,566.00
224,566.00
44,916.00
67,368.00
22,900.00
89,825.00
44,916.00
112,284.00
12,224.00
656,053.00
1,000,000.00
369,360.00
369,360.00
73,870.00
110,809.00
50,615.00
147,742.00
73,870.00
184,682.00
30,548.00
920,509.00
2,000,000.00
522,645.00
522,645.00
104,522.00
156,794.00
88,332.00
209,062.00
104,522.00
261,315.00
57,998.00
969,851.00
3,000,000.00
684,785.00
684,785.00
136,959.00
205,436.00
136,926.00
273,912.00
136,959.00
342,389.00
95,359.00
998,952.00
4,000,000.00
856,199.00
856,199.00
171,229.00
256,857.00
193,562.00
342,485.00
171,229.00
428,086.00
143,439.00
1,028,923.00
4,000,000.00
1,037,251.00
1,037,251.00
207,446.00
311,180.00
261,048.00
414,913.00
207,446.00
518,626.00
203,091.00
1,059,789.00
4,000,000.00
1,180,395.00
1,180,395.00
236,080.00
354,118.00
315,294.00
472,163.00
236,080.00
590,198.00
257,812.00
1,025,536.00
4,000,000.00
1,274,827.00
1,274,827.00
254,977.00
382,439.00
356,629.00
509,932.00
254,977.00
637,405.00
291,389.00
942,916.00
4,000,000.00
1,398,336.00
1,398,336.00
279,664.00
419,501.00
421,095.00
559,336.00
279,664.00
699,164.00
339,483.00
1,041,276.00
4,000,000.00
82,708.00
2,499,618.00
4,331,365.00
5,997,686.00
7,696,462.00
8,448,208.00
9,258,041.00
9,848,071.00
10,180,318.00
10,835,855.00
750,000.00
795,675.00
819,545.00
844,132.00
869,456.00
895,539.00
922,405.00
(227,900.00)
950,078.00
(118,125.001
978,580.00
(54,910.00)
$ 4,685,421,69
$ 7,823,458.86
$ 10,403,216.26
$ 13,221,857.29
$ 15,271,352.51
Catering Facility
General Vacancy
Effective Gross Revenue
$
Operal/•• Expenses
PllOr'
Community Impact Fee
Operating Expenses'
Total Operating Expenses
527,000.00
10.00%
13,622.81
1.00
$
$
OPEX as " of Revenue
Net Operating Income
$
SO.OO%
(2,753,317.87) $ 1,680,802.81
$924,301.47
~
537,540.00
11.00%
124,368.03
938,815.06
12.00%
237,794.14
96,163.46 $ 2,342,710.85 $
2,945,704.79 $ 3,004,618.88 $
50.00%
Debt Service
Cashflow
192,326.91
(3,677,679.34) $
$924,301.47
756,501.34
1,352,418.11
13.00%
301,675.80
3,911,729.43 $ 5,201,608.13
5,088,338.64 $ 6,855,702.05
SO.OO%
SO.OO%
$ 2,735,120.22 $ 3,547,514.21
$924,301.47
1,851,060.02
14.00%
378,126.24
$ 6,610,928.65
$ 8,840,114.91
$ 7,635,676.25 $ 8,867,540.86
$ 10,390,805.51 $ 12,099,646.68
$ 1,810.818.76 $ 2,623,212.75
$ 3,457,440.91
SO,OO%
$
2,820,558.84
15.00%
614,014.11
$ 9,401,862.79 $ 9,845,013.35 $ 10,607,899.25
$ 12,836,435.74 $ 13,435,626.09 $' 14,474,735.70
SO.OO%
5,635,435.04
$ 5,967,289.84
$ 6,254,400.62
$924,301.47
$924,301.47
$924,301.47
$924,301.47
3,956,245.53
$ 4,711,133.57
$
3,182,369.77
15.00%
684,466.68
2,953,504.01
15.00%
637,108.73
SO.OO%
SO.OO%
$ 4,381,742.38 $ 4,880,547.00
$924,301.47
2,660,262.26
15.00%
571,843.56
2,290,702.88
15.00%
464,426.38
SO,OO%
$924,301.47
$ 17,735,081.72 $ 18,803,725.57 $ 19,690,026.70 $ 21,215,798.49
$ 5,042,988.37 $ 5,330,099.15
SO.OO%
$
6,741,062.80
$924,301.47
$
5,816,761.33
EXHIBIT I
Expected PILOT
20
Year
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
PILOT Rate
10.25%
10.25%
10.25%
10.25%
10.25%
10.50%
10.75%
11.00%
11.25%
11.50%
11.75%
12.00%
12.25%
12.50%
12.75%
13.00%
13.25%
13.50%
13.75%
14.00%
14.25%
14.50%
14.75%
15.00%
15.25%
80% of Conventional Taxes
Projected
Projected
Somerset
Projected
Somerset
Administative Total Somerset
PiLOT Per
Leased
Somerset AGR
PILOT·
Payment
Square Feet Square Foot
Fee
82,708 ~fW~fi;;;§B~.1 $
10,540 $
537,540
1,500 $
$
358.36
3,388,902
3~tlH~ :
7,656
390,472
26,964
14.48
6,590,698
675,546
13,511
689,057
162,116
4.25
9,148,514
937,723
18,754
956,477
237,794
4.02
11,666,540
1,195,820
23,916
1,219,737
301,676
4.04
13,430,834
1,410,238
28,205
1,438,442
378,126
3.80
15,571,676
1,673,955
33,479
1,707,434
474,025
3.60
17,810,718
1,959,179
39,184
1,998,363
571,844
3.49
18,901,874
2,126,461
42,529
2,168,990
614,014
3.53
20,419,782
2,348,275
46,965
2,395,240
637,109
3.76
21,556,006
2,532,831
50,657
2,583,487
684,467
3.77
22,272,447
2,672,694
53,454
2,726,148
704,347
3.87
22,694,341
2,780,057
55,601
2,835,658
704,347
4.03
23,066,560
2,883,320
57,666
2,940,986
704,347
4.18
23,424,515
2,986,626
3,046,358
704,347
59,733
4.33
23,788,594
3,092,517
61,850
3,154,368
704,347
4.48
24,158,912
3,201,056
64,021
3,265,077
704,347
4.64
3,378,549
24,535,581
3,312,303
66,246
704,347
4.80
24,918,718
3,426,324
68,526
3,494,850
704,347
4.96
25,308,443
3,614,046
3,543,182
70,864
704,347
5.13
25,704,875
73,259
3,736,204
704,347
5.30
3,662,945
26,108,139
3,785,680
75,714
3,861,394
704,347
5.48
78,229
3,989,687
26,518,359
3,911,458
704,347
5.66
26,935,665
80,807
4,121,157
704,347
4,040,350
5.85
83,449
4,255,877
704,347
6.04
27,360,186
4,172,428
27,792,055
4,374,541
87,491
4,462,032
704,347
6.33
28,231,409
4,472,969
89,459
4,562,428
704,347
6.48
28,678,385
4,573,610
91,472
4,665,083
704,347
6.62
4,770,047
704,347
6.77
29,133,124
4,676,517
93,530
95,635
4,877,373
704,347
6.92
29,595,769
4,781,738
$ 628,794,327 $ 86,120,158
• Including Administrative Fee
..~.", Based on Required Minimum
Developer IRR
17.72%
$
1,722,403
$
87,842,561
Percentage of
Conventional
Taxes·
86.92%
37.99%
43.85%
42.15%
48.65%
52.50%
56.88%
62.12%
65.13%
69.49%
72.86%
75.20%
76.50%
77.59%
78.60%
79.60%
80.58%
81.54%
82.50%
75.53%
76.37%
77.19%
78.00%
78.80%
79.58%
81.60%
81.60%
81.60%
81.60%
81.60%
Redeveloper
Savings
80,899.95
637,451.33
882,513.41
1,312,747.20
1,287,542.47
1,301,489.80
1,294,146.21
1,218,444.91
1,161,044.89
1,051,488.64
962,147.28
899,263.82
871,325.27
849,403.83
829,315.91
808,509.08
786,964.51
764,662.88
741,584.41
1,170,741.84
1,156,241.58
1,141,131.47
1,125,394.84
1,109,014.62
1,091,973.27
1,006,144.53
1,028,782.79
1,051,930.40
1,075,598.83
1,099,799.81
$ 29,797,700
EXHIBIT J
Proposed Financial Agreement
Docs #1593517-v4
21
FINAL VERSION - 5/20/2014
FINANCIAL AGREEMENT
by and between
TOWNSHIP OF HOLMDEL
and
SOMERSET HOLMDEL DEVELOPMENT I, L.P.
DATED:
,2014
1
FINANCIAL AGREEMENT
THIS FINANCIAL AGREEMENT (hereinafter the "Agreement") made this
_ _ _ _ day of
, 2014, between TOWNSHIP OF HOLMDEL, a
municipal corporation of the State of New Jersey located at 4 Crawfords Comer Road, Holmdel,
New Jersey 07733 (the "Township") and SOMERSET HOLMDEL DEVELOPMENT I, L.P.
an urban renewal entity formed and qualified to do business under the provisions of the New
Jersey Long Term Tax Exemption Law, N.J.S.A. 40A:20-1 et seq. ("Exemption Law"), having
its principal office at 911 East County Line Road, Suite 203, Lakewood, New Jersey 08701 (the
"Entity").
WIT N E SSE T H:
WHEREAS, the Township Committee and Township Planning Board have engaged in
multiple investigations and studies pursuant to the requirements of the Local Redevelopment and
Housing Law, NJ.S.A. 40A:12A-l, et seq. (the "Redevelopment Law") relating to the former
Bell Laboratories property consisting of approximately 473 acres located in the Township along
Crawfords Comer Road and Roberts Road with frontage on Middletown Road and known as
block 11, lots 38, 38.02, 73.01, 73.02, 73.03 and 73.04 on the Township tax map (the "Former
Bell Site"); and
WHEREAS, such investigations and studies resulted in the Township, by resolution
dated May 5, 2011, designating the Former Bell Site as an "as an area in need of rehabilitation"
and subsequently, by resolution dated May 3, 2012, "as area in need of redevelopment" under the
terms ofthe Redevelopment Law, both the May 5, 2011 and May 3, 2012 resolutions are
attached hereto as Exhibit A; and
WHEREAS, on May 17,2012, the Township Committee adopted Ordinance No. 2012
12, approving and adopting the Alcatel Lucent Redevelopment Plan dated April 2012 prepared
by CME Associates (the "Redevelopment Plan"), a copy of both Ordinance No. 2012-12 and the
Redevelopment Plan are attached hereto as Exhibit B; and
WHEREAS, the Redevelopment Plan proposes the reuse of the existing approximately
1,675,000 square foot main building on the Land that makes up a portion of the Former Bell Site
(the "Property") to transform the underutilized building into an economically and socially
productive use which will contribute to the general welfare of the Township; and
WHEREAS, the Entity will be the redeveloper of the Property and will enter into an
agreement with the Township governing the terms and conditions of said redevelopment (the
"Redevelopment Agreement"), a copy of the Redevelopment Agreement is attached hereto as
Exhibit C; and
WHEREAS, the Entity has made a written application (the "Application") to the Mayor
and Committee for a long term tax exemption pursuant to the Long Term Tax Exemption Law,
NJ.S.A. 40A:20-1 et seq.(the "Exemption Law"), for the improvements to be constructed at the
Building as part of the Project, as that term is hereinafter defined, a copy of the Entity's
Application is attached hereto as Exhibit D; and
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#6272896.21
2
WHEREAS, the provisions of the Exemption Law authorize the Township to accept
annual service charges in lieu of real property taxes paid by the Entity to the Township; and
WHEREAS, by Ordinance No.
the Township approved the long term tax
exemption requested by the Entity, and the Township and the Entity are entering into this
Agreement to memorialize the terms and conditions of the long term tax exemption granted
herein, a copy of the Township's Ordinance is attached hereto as Exhibit E; and
WHEREAS, the Township and the Entity acknowledge that the mutual promises
contained in this Agreement are good and valuable consideration for the binding execution of
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and for other good and valuable consideration, the parties to this Agreement
mutually covenant and agree as follows:
1.
General Definitions. Unless specifically provided otherwise or the context otherwise
requires, the following terms when used in this Agreement shall have the meanings set
forth below. Capitalized terms not defined herein shall have the meanings set forth in the
(a)
Agreement - This Financial Agreement executed by and between the Township
and the Entity.
(b)
Allowable Net Profit - The amount arrived at by applying the Allowable Profit
Rate, as defined by N.J.S.A. 40A:20-3(b), to the Total Project Cost, as defined by
NJ.S.A. 40A:20-3(h), pursuant to the provisions ofN.J.S.A. 40A:20-3(b) and (c).
(c)
Allowable Profit Rate - The Allowable Profit Rate, as defined by N.J.S.A.
40A:20-3(b), means the greater of 12% or the percentage per annum arrived at by
adding 1.25% to the annual interest percentage rate payable on the Entity's initial
permanent mortgage financing. If the initial permanent mortgage is insured or
guaranteed by a governmental agency, the mortgage insurance premium or similar
charge, if payable on a per annum basis, shall be considered as interest for this
purpose. If there is no permanent mortgage financing the allowable profit rate
shall be the greater of 12% or the percentage per annum arrived at by adding
1.25% per annum to the interest rate per annum which the municipality
determines to be the prevailing rate on mortgage financing on comparable
improvements in the county.
(d)
Annual Service Charge or ASC - The amount the Entity has agreed to pay the
Township for municipal services supplied to the Project, which sum is in lieu of
any taxes on the Improvements pursuant to N.J.S.A. 40A:20-12.b.
(e)
Application - The application for tax exemption submitted to the Township by the
Entity on
_
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#6272896.21
3
(f)
Auditor's Report - A complete financial statement outlining the financial status of
the Project for the period referenced therein, the contents of which have been
prepared in a manner consistent with the current standards of generally accepted
accounting principles consistently applied, and the terms of the Exemption Law,
and which fully details all items as required by all applicable state statutes and
which has been prepared by a certified public accountant who is, or whose firm is
licensed to practice that profession in the State of New Jersey.
(g)
Certificate of Completion - The certificate issued by the Township pursuant to
Section 10.02 of the Redevelopment Agreement which will constitute a
determination of the Township's satisfaction that the Entity has completed the
redevelopment of the Project.
(h)
Certificate of Occupancy - The certificate, whether temporary or permanent,
issued by the Township authorizing occupancy of the Project in whole or in part.
(i)
Default Notice - As defined in Section 21.1 of this Agreement.
G)
Effective Date of Termination - As defined in Section l5b of this Agreement.
(1<)
Entity - The parties agree that reference to the term Entity within this Agreement
shall be defined as Somerset Holmdel Development I Urban Renewal, L.P., the
Redeveloper of the Project and any subsequent purchasers or successors in
interest of the Project approved by the Township but not including any subsequent
Proj ect Unit Purchaser.
(1)
Event of Default - An Event of Default shall be the failure of the Entity to
perform any Material Condition imposed upon the Entity by the terms of this
Agreement and as further defined in Section 22 of this Agreement.
(m)
Exemption Law - The Long Term Tax Exemption Law, N.J.S.A. 40A:20-l, et
seq., as amended and supplemented.
(n)
Expiration Date - Thirty (30) years after Substantial Completion of the Project
and, if the Project is to include condominium units as contemplated by Section 12
of this Agreement, with respect to each Project Unit, thirty (30) years after a
Certificate of Occupancy is issued for that Project Unit; provided, however, that
in no event shall the Expiration Date be more thirty-five (35) years from the date
of execution of this Agreement.
(0)
Foreclosure Act - The In Rem Tax Foreclosure Act, N.J.S.A. 54:55-1 et seq.
(P)
Gross Revenue - The annual gross revenue or gross shelter rent or annual gross
rents, as appropriate, and other income, for the Entity pursuant to NJ.S.A.
40A:20-3(a). This Agreement establishes the method of computing the gross
revenue for the Entity, subject to the requirements and/or restrictions ofNJ.S.A.
40A:20-3(a), and shall exclude, as permitted therein, any gain realized by the
#6272896.14(155903.001 )
#6272896.21
4
Entity on the sale of any unit in fee simple including the sale of Project Units, as
contemplated by Section 12 of this Agreement, N.J.S.A. 40A:20-14.
(q)
Improvements - Any building, structure or fixture permanently affixed to the
Land and constructed by the Entity pursuant to the Redevelopment Agreement.
(r)
In Rem Tax Foreclosure - A summary proceeding by which the Township may
enforce the lien for taxes due and owing by a tax sale. Said foreclosure is
governed by N.J.S.A. 54:5-104.29 et seq.
(s)
Land - Proposed Lot 38D in Block 11 consisting of 134.82 acres as shown on the
Major Subdivision Plans (proposed configuration prepared by Langan
Engineering adopted December 31,2012, as amended) fixtures or other realty
existing thereon and assessed as improvements.
(t)
Land Taxes - The amount of taxes assessed on the value of the Land, as
determined by the Township Tax Assessor. Land assessments are not abated.
(u)
Land Tax Payments - Payments to the Township of Land Taxes made on the
quarterly due dates, as determined by the Tax Assessor and/or the Tax Collector.
(v)
Material Conditions - As defined in Section 10 of this Agreement.
(w)
Minimum Annual Service Charge - The amount of the total taxes levied against
the Property owned by the Entity or any Project Unit Purchaser, including the
Land and the structures and improvements thereon, in the area covered by the
Project in the last full tax year in which the area was subject to taxation.
(x)
Net Profit - The gross revenue of the Entity less all operating and non-operating
expenses of the Entity, all determined in accordance with generally accepted
accounting principles and the provisions ofN.J.S.A. 40A:20-3(c).
(y)
Notice of Relinquishment - As defined in Section 15 of this Agreement.
(z)
Project - The work or undertaking on the Land pursuant to the Redevelopment
Plan, this Agreement, the Redevelopment Agreement, and as defined in N.J.S.A.
40A:20-12.
(aa)
Project Unit - as defined in Section 12 of this Agreement.
(bb)
Project Unit Purchaser - as defined in Section 12 of this Agreement.
(cc)
Pronouns - He, she or it shall mean the masculine, feminine or neuter gender, the
singular, as well as, the plural, as proper meaning requires.
(dd)
Property - The Land and Improvements as set forth in the Application and
defined herein.
#6272896.14(155903.001)
#6272896.21
5
,
'
(ee)
Redeveloper - The parties agree that the Redeveloper of the Project shall be the
Entity.
(ft)
Redevelopment Agreement - The Redevelopment Agreement executed by and
between the Entity and the Township on even date herewith.
(gg)
Redevelopment Plan - The Redevelopment Plan adopted by the Township by
Ordinance on May 17,2012.
(hh)
Substantial Completion - The determination by the Township that the Project, or
relevant part thereof, is ready for the use intended as evidenced by the issuance of
Certificates of Occupancy.
2.
Termination - The cancellation of the exemption due to any act or omission of either
party which by operation of the terms of this Agreement shall cause the Entity to lose or
relinquish its long term tax exemption.
3.
Township's Findings. Pursuant to N.J.S.A. 40A:20-11, the Township makes the
following findings with respect to the tax exemption granted in this Agreement:
(a)
(b)
Relative benefits ofthe Project when compared to the costs:
(i)
the tax exemption granted in this Agreement will benefit the Township
and its inhabitants by furthering the redevelopment of the area pursuant to
the objectives of the Redevelopment Plan;
(ii)
without the incentive of the tax exemption granted under this Agreement,
it is unlikely that the Project would be undertaken as the Project would not
be financially feasible;
(iii)
the Township's review and analysis indicates that the benefits of the
Project outweigh the costs and that the revenue generated will yield an
annual revenue surplus in contrast to the deficit from the currently unused
Property;
(iv)
the current real estate tax on the Property generates revenue of only
$313,411.00 per year, whereas, the annual service charge as estimated,
will generate more in revenue to the Township per year;
(v)
the Project will contribute to the creation of new businesses which will
cater to the residents of the Project; and
(vi)
it is expected that the Project will create a substantial number ofjobs
during construction and additional permanent jobs thereafter.
Assessment of the importance of the tax exemption in obtaining development of
the Project and influencing the locational decisions of probable occupants:
#6272896.14(155903.001)
#6272896.21
6
(i)
the tax exemption will help to offset the significant costs of development
which costs would make the development of the Property non-competitive
in the marketplace;
(ii)
the tax exemption will influence the locational decisions of potential
occupants of the Project because without the tax exemption the rents (or
purchase price, with respect to Project Units) will be higher and potential
occupants of the Project will likely locate in other areas where the rents
(or purchase price, as applicable) are lower due in large part to the absence
of substantial costs and to lower tax rates;
(iii)
the tax exemption will allow the rents/purchase prices to be kept low and
attract tenants/Project Unit Purchasers which will enable the Project to
obtain occupancy to cover the development costs of the Project;
(iv)
the relative stability and predictability of the service charges will allow the
Entity and tenants/Project Unit Purchasers of the Project to stabilize their
expenses, allowing a high level of maintenance to the Project, which will
insure the likelihood of the success of the Project and insure that it will
have a positive impact on the surrounding area; and
(v)
the relative stability and predictability of the annual service charges will
make the Project more attractive to investors and lenders needed to
finance the Project, in view of the significant level of site preparation and
development costs associated with the Project.
4.
Approval of Entity. Approval of a long term tax exemption is granted to the Entity for
the Project on the Property, which shall in all respects 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 Project is more
particularly described herein. By execution of this Agreement, the Entity hereby
acknowledges and agrees that it currently complies, and shall continue to comply for the
duration of this Agreement, with all qualifications of the Exemption Law as applicable to
urban renewal entities.
5.
Redevelopment ofthe Property. Consistent with the terms and conditions set forth in the
Redevelopment Agreement, which is expressly incorporated by reference herein, the
Entity agrees to undertake the Project and use, own, manage and control the
redevelopment of the Property in accordance with the provisions of the Redevelopment
Plan, the Redevelopment Agreement and the Exemption Law.
6.
Tax Exemption. So long as there is compliance with the Exemption Law and this
Agreement, it is understood and agreed by the parties hereto that all Improvements made
in the redevelopment of the Property shall be exempt from taxation in accordance with
the provisions of the Exemption Law and in the manner provided by this Agreement, for
a term of thirty (30) years, commencing from the date of Substantial Completion of the
Project (or Project Unit, as applicable), as evidenced by the issuance of a Certificate of
#6272896.14(155903.001 )
#6272896.21
7
Occupancy; provided that in no event shall the exemption from taxation exceed a period
of thirty-five (35) years from execution of this Agreement (the "Expiration Date"); and
further provided that the exemption and this Agreement shall continue in force only while
the Project is owned by an urban renewal entity formed and qualified pursuant to
NJ.S.A. 40A:20-5 and Title 15A of the New Jersey Statutes, subject to the provisions of
Section 12 of this Agreement with respect to Project Units and Project Unit Purchasers,
which need not be urban renewal entities under the Exemption Law.
7.
Annual Service Charge.
(a)
In consideration of the aforesaid exemption from taxation on improvements, the
Entity shall make payment to the Township of an Annual Service Charge
("ASC") for municipal services supplied to the Project. The ASC shall be equal
to the greater of:
(i)
the "AGR ASC" - which shall be the percentage ofthe Entity's Annual
Gross Revenue as set forth in the amortization schedule attached hereto as
Exhibit F, pursuant to NJ.S.A. 40A:20-l2.b(1); or
(ii)
the "Stages ASC" - which shall be equal to the applicable percentage for
each year of this Agreement multiplied by the taxes otherwise due on the
value of Land and Improvements in that year, based on the following chart
pursuant to N.J.S.A. 40A:20-l2(b)(2):
Stages ASC
(iii)
(b)
Years 1-15
Not applicable.
Years 16-20
20% of the taxes otherwise due on the value
of land and improvements
Years 21-24
40% of the of taxes otherwise due on the
value of land and improvements
Year 25
of land and improvements
Year 26-30
of land and improvements; or
the "Minimum Annual Service Charge."
Pursuant to N.J.S.A. 40A:20-l2, the ASC shall be paid in quarterly installments
on those dates when real estate tax payments are due, subject to adjustment for
overpayment or underpayment within forty-five (45) days after the close of each
calendar year. In the event that the Entity, or any successor in interest of the
Entity, fails to so pay, the amount unpaid shall bear the rate of interest permitted
in the case of unpaid taxes or tax liens on land until paid.
#6272896.14(155903.001 )
#6272896.21
8
(c)
The obligation to pay the ASC shall commence from the first day of the month
following the Substantial Completion of the Project or part thereof for which a
Certificate of Occupancy has been issued.
(d)
The ASC for the first year and last year of the tax exemption shall be calculated
on a pro rata basis, based respectively on the number of days remaining in the
calendar year or the number of days having elapsed in the calendar year, divided
by 365. For the first year, the exemption shall be in effect from the
commencement of the exemption to the close of the first calendar year. For the
year ending the tax exemption, the exemption shall be in effect from the first day
of the year to the termination of the exemption.
8.
Land Tax Payment and Credit. The Entity shall be entitled to a credit against the ASC
for the amount, without interest, of Land Taxes paid on the Property in the last four (4)
preceding quarterly installments. For each quarterly payment of ASC in a given tax year,
the land tax credit shall be equal to one-fourth (114) of the total taxes on Land paid in the
previous tax year. Land Tax Payments must be made by the Entity in order for any
entitlement to a Land Tax credit against the ASC for the subsequent year. The Entity
reserves all rights pursuant to applicable State law with respect to the municipality's
determination of the value of Land and Improvements, including the right to challenge
the annual assessments of the value of the Land and Improvements through a tax appeal
or other appropriate proceeding. If there has been a subdivision, the credit shall be equal
to the amount of the Land Tax paid with respect to the subdivided lot on which the Phase
has been completed. If there has not been a subdivision, as the Phases of the Project will
become exempt on different dates, the credit for Land Taxes will be based on the
proportionate share of Land Tax attributable to the Phase on which the Improvements
have been completed. The balance of the Land Taxes attributable to the Property will be
paid conventionally until an additional Phase is completed causing additional Land Tax
credit to be applied as a credit to the ASC attributable to that later Phase.
9.
Administrative Fee. The Entity shall pay an annual Administrative fee to the Township in
addition to the ASC, Land Tax Payments and other payments provided for herein. The
Administrative fee shall be calculated at two percent (2%) of each prior year's ASC and
shall be payable and due on or before December 31 st of each year and collected in the
same manner as the ASC.
10.
Priority of Payment. In the event that at any time during the term of this Agreement, the
full amount of the ASC then due hereunder shall not have been paid, the ASC and other
payments made by the Entity will be applied in the following order of priority: first to the
ASC; second to the Administrative Fee; and third to the Land Taxes.
11.
Material Conditions. It is expressly agreed and understood that full and timely payment
(subject to applicable cure periods under this Agreement) of Land Taxes, Administrative
Fees, ASCs, water and sewer charges, and any interest or other assessments, including
the methodology of computing all such payments, are material conditions of this
Agreement ("Material Conditions").
#6272896.14(155903.001)
#6272896.21
9
12.
Certificate of Occupancy. The Project is to be constructed as more fully set forth in the
Redevelopment Agreement. It is understood and agreed that it shall be the obligation of
the Entity to make application for and make all best efforts to obtain any and all
Certificates of Occupancy in a timely manner as identified in the Redevelopment
Agreement, and failure to use best efforts to secure and submit said Certificates of
Occupancy shall subject the Property to full taxation. The ASC is to commence from the
first day of the month following the Substantial Completion of the Project, each Project
Unit (if the Project is to include condominium units) or each Phase of the Project if it is to
be developed in Phases. It shall be the primary responsibility of the Entity to forthwith
file with the Tax Assessor, the Tax Collector and the Chief Financial Officer of the
Township a copy of each Certificate of Occupancy. Failure of the Entity to file such
issued Certificate of Occupancy shall not militate against any action or non-action taken
by the Township's Tax Assessor in the absence of such filing by the Entity. The
estimated cost basis disclosed by the Entity's Application and proposed Agreement may,
at the option of the Township's Construction Official, be used as the basis for
construction cost in the issuance of the building permit(s).
13.
Condominium Units. In accordance with NJ.S.A. 40A:20-10b, the Township will
consent to a sale of units within the Project to purchasers of units in condominium if the
Project or any portion thereof has been devoted to condominium ownership, and to their
successors, assigns, all owning no other condominium unit within the Project at the time
of the transfer, and, upon assumption by the condominium unit purchaser of the Entity's
obligations under this Agreement, the tax exemption of the Project buildings and
improvements and by way of the statutory authorization granted by section 12 ofP.L.
1991, c. 431 (C. 40A:20-12), land shall continue and inure to the unit purchaser, his
respective successors or assigns. When the Entity files a master deed pursuant to P.L.
1969, c. 257 (C. 46:8B-1 et. seq.) creating a condominium, as to all or a portion of the
Project which has been approved for tax exemption under this Agreement, each unit of
the condominium (each a "Project Unit"), whether owned by the urban renewal entity or
a successor unit purchaser (each a "Project Unit Purchaser"), shall continue to be subject
to the provisions of this Agreement, and the tax exemption approved under this
Agreement with respect to the portion of the Project converted to condominium
ownership shall be unaffected by the recording of the master deed or any subsequent deed
conveying the condominium unit and its appurtenant interest in common elements. The
tax exemption granted under this Agreement shall continue as to each Project Unit and its
appurtenant undivided interest in the common elements subject to all of the following:
(a)
Each Project Unit Purchaser will pay its respective ASC directly to the Township
in the manner set forth in Section 6 of this Agreement. For the purposes of
determining the ASC payable by each Project Unit Purchaser, "annual gross
revenue" of each Project Unit Purchaser means the amount equal to the annual
aggregate constant payments to principal and interest, assuming a purchase
money mortgage encumbering the applicable Project Unit to have been in an
original amount equal to (1) the initial value of the Project Unit with its
appurtenant interest in the common elements as stated in the master deed, if
unsold by the Entity, or, (2) if the Project Unit is held by a Project Unit Purchaser,
from time to time, the most recent true consideration paid for a deed to the Project
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Unit in a bona fide arm's length sale transaction, but not less than the initial
assessed valuation of the condominium unit assessed at 100% of true value, plus
the total amount of common expenses charged to the Project Unit pursuant to the
bylaws of the condominium association. The constant payments to principal and
interest shall be calculated by assuming a loan amount as stated above at the
prevailing lawful interest rate for mortgage financing as of the date of the
recording of the Project Unit deed, for a term equal to the full term of the
exemption from taxation stipulated in this Agreement.
14.
15.
(b)
There is expressly excluded from calculation of Gross Revenue and from Net
Profit of the Entity any gain realized by the Entity on the sale of any Project Unit,
whether or not taxable under federal or State law.
(c)
The conveyance of a Project Unit which is authorized under this Agreement to a
bona fide Project Unit Purchaser shall not require consent or approval of the
Township, and the Project Unit Purchaser shall acquire title to the Project Unit
subject to the requirement for payment of the ASC and other provisions of this
Agreement expressly applicable to Project Unit Purchasers, and the exemption
from taxation as to the Project Unit shall continue unaffected by the transfer.
(d)
A Project Unit Purchaser need not be an urban renewal entity to receive the
benefit of the exemption provided by this Agreement.
(e)
In accordance with N.J.S.A. 40A:20-14d, each Project Unit is assigned a
proportionate interest in the Property, as follows: Each Project Unit's
proportionate interest in the Property shall be the resulting percentage determined
by dividing the useable square footage of the overall Project by the useable square
footage of the Project Unit.
Dispute Resolution.
(a)
If either party, its successors or assigns, breaches this Agreement, or a dispute
arises between the parties regarding the terms and provisions set forth herein, any
party reserves the right to apply to the Tax Court or other governing Court of the
State of New Jersey by an appropriate proceeding, to settle and resolve said
dispute in such a fashion as will tend to accomplish the purposes of the
Exemption Law and this Agreement.
(b)
In the event that it is determined that the Exemption Law requires the dispute to
be arbitrated, then the parties shall submit the dispute to American Arbitration
Association, to be resolved in accordance with its rules and regulations in such
fashion as to accomplish the purposes of the Exemption Law and this Agreement.
The costs of arbitration shall be borne equally by the parties.
Limitation on Profits. During the period of tax exemption granted under this Agreement,
the Entity's profits and dividends shall be limited according to the provisions of the
Exemption Law and N.J.S.A. 40A:20-15 in particular. For any fiscal year in which the
Entity's Net Profit, as calculated pursuant to N.J.S.A. 40A:20-15, exceeds its Allowable
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Net Profit, the excess Net Profit shall be paid to the Township as an additional service
charge within one hundred twenty (120) days ofthe close of that fiscal year.
16.
Permitted Reserves. The Entity may maintain during the term of this Agreement a
reserve against vacancies, unpaid rentals, and contingencies in an amount not exceeding
ten percent (10%) of the Entity's gross revenues for the last full fiscal year preceding the
determination with respect to permitted Net Profit as provided in N.J.S.A. 40A:20-15,
said reserve to be noncumulative, it being intended that no further credits thereto shall be
permitted after the reserve shall have attained the allowable level often percent (10%) of
the preceding year's gross revenues as aforesaid; provided, however that the Entity may
retain sufficient excess Net Profits each year to eliminate any deficiency in the reserve.
17.
Relinquishment of Exemption and Termination of Agreement.
18.
(a)
Pursuant to N.J.S.A. 40A:20-13, the Entity may, at any time after the expiration
of one (1) year from Substantial Completion of the Project or part thereof for
which a Certificate of Completion has been issued, relinquish its status as an
urban renewal entity, as defined in the Exemption Law, N.J.S.A. 40A:20-3(g).
Notice of such election ("Notice of Relinquishment") shall be given to the
Township in writing and shall state the date designated for the relinquishment of
the Entity's status as an urban renewal entity under the Exemption Law. With the
exception of transfer to another urban renewal entity, as approved by the
Township, and subject to the transferee entity's assumption of all contractual
obligations of the transferor entity under this Agreement, the tax exemption,
annual service charges, and the profit and dividend restrictions contemplated by
this Agreement shall terminate on the date designated in the Notice of
Relinquishment.
(b)
Pursuant to N.J.S.A. 40A:20-13, and notwithstanding the provisions of Section
15a of this Agreement, the date of termination of the tax exemption, whether by
affirmative action by the Entity, by virtue of the provisions of the Exemption
Law, or by other terms of this Agreement, shall be deemed to be the close of the
Entity's fiscal year ("Effective Date of Termination"). Within ninety (90) days
after the Effective Date of Termination, the Entity shall provide a final accounting
and pay to the Township a sum equal to the amount of the reserve, if any,
maintained pursuant to this Agreement and N.J.S.A. 40A:20-15, as well as the
excess profit, if any, payable as of the Effective Date of Termination pursuant to
this Agreement in accordance with the provisions ofN.J.S.A. 40A:20-15 and -16.
Upon the Effective Date of Termination, the Project, all affected parcels and the
Project Improvements shall be assessed and subject to taxation as are other
taxable properties in the municipality.
(c)
At all times prior to the expiration or other termination of this Agreement, the
Entity shall remain bound by the provisions of the Exemption Law.
Annual Audit. The Entity agrees to maintain a system of accounting and internal controls
established and administered in accordance with generally accepted accounting principles
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and as otherwise prescribed in the Exemption Law during the term of the tax exemption.
Within ninety (90) days after the close of its fiscal year, while this Agreement continues
in effect, the Entity shall submit to the Mayor and Township Committee and to the
Director of the Division of Local Government Services in the Department of Community
Affairs, pursuant to N.J.S.A. 40A:20-9(d), an annual audited statement prepared by a
certified public accountant for the preceding fiscal year which identifies clearly the
calculations of the Entity's Net Profit as of the previous year to the extent required by the
Exemption Law. Said auditor's report shall include, but not be limited to the following:
calculation of the Entity's Gross Revenue and Net Profit derived from the Project, the
terms and interest rate on any mortgagees) affecting the Project, and such details as may
relate to the financial affairs of the Entity and to its operation and performance hereunder,
pursuant to the said Law and this Agreement. Pursuant to N.J.S.A. 40A:20-3(h)(4), the
Entity further agrees to submit a Total Project Cost audit certified as to actual
construction costs by an independent and qualified architect, within ninety (90) days after
completion of the Project or of each Phase thereof if developed in Phases. The contents
of any audit submitted by the Entity shall be prepared in conformity with generally
accepted accounting principles and the terms of the Exemption Law.
19.
Right of Inspection. The Entity shall, upon reasonable request, permit inspection of its
property, equipment, buildings, and other facilities. It also shall permit, upon reasonable
request, examination and audit of its books, contracts, records, documents, and papers by
duly authorized representatives of the Township or the State. Such examination or audit
shall be made during reasonable business hours, in the presence of an officer or agent of
the Entity.
20.
Transfer of Project.
(a)
Any change made in the ownership of the Project or any other change that would
materially affect the terms of the Agreement shall be void unless approved by the
Township Council by resolution, except as noted in Section 12 with respect to the
sale of Project Units which will not require the Township's prior approval. It is
understood and agreed that the Township, on written application by the transferor
Entity, will not unreasonably withhold its consent to a sale of the Project and the
transfer of this Agreement to an urban renewal entity eligible to operate under the
Exemption Law, provided the transferor Entity is not in default regarding any
performance required of it hereunder, full compliance with N.J.S.A. 40A:20-1 et
seq. has occurred, and the transferor Entity's obligations under this Agreement are
fully assumed by the transferee entity. Upon assumption, in form and content
satisfactory to the Township, by the transferee entity of the Entity's obligations
under this Agreement, the tax exemption granted under this Agreement shall
continue to inure to the transferee entity, its respective successors or assigns.
(b)
If the Entity transfers the Project to another urban renewal entity pursuant to the
preceding paragraph, and the transferee entity has assumed all of the Entity's
contractual obligations under this Agreement, then, pursuant to N.J.S.A. 40A:20
6, the transferor Entity shall be discharged from any further obligation under this
Agreement.
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(c)
21.
22.
The Entity shall file annually with the Township Clerk and the Committee, a
statement, in form and content satisfactory to the Township, disclosing (a) the
names and addresses of all persons having a direct or indirect ownership interest
in the Entity and the extent of the ownership interest of each person, and (b) the
names and addresses of all persons having a direct or indirect ownership interest
in the unsold portiones) of the Project and the extent of the ownership interest of
each such person. If any ownership interest is directly or indirectly held by a
partnership, limited liability company, corporation, or other similar entity (a
"Corporate Owner"), the disclosure shall include a listing of each person,
including his address and ownership interest, and this disclosure requirement shall
be fulfilled for every Corporate Owner owning a direct or indirect interest in any
Corporate Owner until the names, addresses and ownership interest of the
individual or individuals having direct or indirect ownership are disclosed. The
statement required to be filed by the Entity pursuant to this provision shall be filed
within ninety (90) days of the close of the Entity's fiscal year.
Entity's Covenants and Representations. The Entity represents that:
(a)
The Entity is a limited liability company, qualified to do business under the
provisions ofthe Exemption Law and in good standing under the laws of the State
of New Jersey.
(b)
The statements contained in the Application are true, correct and complete as of
the date of this Agreement and do not omit any material facts necessary to make
the statements therein not misleading.
(c)
The Entity further acknowledges that the Township is relying on the truth,
accuracy and completeness of the statements, information and data contained in
the Application.
(d)
The Entity has approved the execution and delivery of this Agreement, and upon
its execution, it will be valid and binding upon the Entity and enforceable in
accordance with its terms.
(e)
The Entity also covenants that it will use, manage and operate the project in
accordance with the Redevelopment Plan and Redevelopment Agreement.
Pursuant to Section 10.02 of the Redevelopment Agreement the Township will
issue a Certificate of Completion which will constitute a determination of the
Township's satisfaction that the Entity has completed the redevelopment of the
Project.
Township's Representations. The Township represents that:
(a)
The designation of the Property as an area in need of redevelopment was made in
full compliance with the Exemption Law.
(b)
The preparation and adoption of the Redevelopment Plan by appropriate
Township ordinance was performed in full compliance with the Exemption Law.
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23.
Events of Default. The Entity or any Project Unit Purchaser shall be in default under this
Agreement if it fails to comply with any Material Condition, or if the Entity or Project
Unit Purchaser fails to comply in any material respect with the obligations under the
Exemption Law (each such failure an "Event of Default").
24.
Cure Upon Default. Should the Entity or Project Unit Purchaser (each a "Defaulting
Party") be in default as defined and set forth in Section 21 of this Agreement, the
Township shall notify the Defaulting Party in writing of said default ("Default Notice").
The Default Notice shall set forth with particularity the basis of said default.
Notwithstanding anything expressly to the contrary in the Redevelopment Agreement, the
Defaulting Party shall have thirty (30) days from the date of the Default Notice to cure
any default.
25.
Interest on Overdue Payments. Any payments hereunder not made by the due date, after
written notice and opportunity to cure as set forth in Section 21.1 above, shall bear
interest from the due date thereof at the highest rate of interest permitted in the case of
unpaid taxes or tax liens until paid.
26.
Remedies. Upon service of the Default Notice and expiration of the cure period, the
Township shall have the following rights and remedies upon the occurrence of an Event
of Default as against any Defaulting Party:
27.
(a)
Declare the entire unpaid amount then due under this Agreement, together with all
accrued interest thereon, to be immediately due and payable, whereupon the same,
and all interest accrued thereon, shall forthwith become due and payable;
(b)
Take any action at law or in equity to collect the payments due under this
Agreement or to otherwise enforce performance and observance of any Material
Condition of this Agreement or to otherwise enforce an obligation as to which
there has been an Event of Default;
(c)
Upon thirty (30) days written notice to the Defaulting Party, the Township may
terminate this Agreement as to that Defaulting Party only and declare it null and
void at which time the Project or Project Unit, as applicable, will become subject
to full taxation at the current total tax rate of the Township; or
(d)
Proceed against the Property, or Project Unit, as applicable, then owned by the
Defaulting Party pursuant to the In Rem Tax Foreclosure Act, N.J.S.A.
("Foreclosure Act"). Whenever the word "taxes" appear in the Foreclosure Act or
other applicable law, or is applied, directly or indirectly, to mean taxes or
municipal liens on land, such statutory provisions shall be read, as far as is
pertinent to this Agreement as if the ASC and Administrative Fee were taxes or
municipal liens on land. In such event, however, the Defaulting Party does not
waive any defense it may have to contest the right of the Township to proceed in
the above mentioned manner by conventional or In Rem Tax Foreclosure.
No Remedy Exclusive. No remedy herein conferred or reserved to the Township is
intended to be exclusive of any other available remedy, but each and every remedy shall
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be cumulative and shall be in addition to every other remedy given under this Agreement
or now or hereafter existing at law or in equity or by statute. No delay or omission to
exercise any right or power accruing upon any Event of Default shall impair any such
right or power or shall be construed to be a waiver thereof, but any such right and power
may be exercised from time to time and as often as may be deemed expedient. In order to
entitle the Township to exercise any remedy reserved to it in this Agreement, it shall not
be necessary to give notice, other than such notice as may be expressly required herein or
by law. No interpretation of or detennination relating to any provision within this
Agreement shall deprive the Township of any of its remedies or actions against a
Defaulting Party because of its failure to pay Land Taxes, the ASC, the Administrative
Fee and/or the water and sewer charges and interest payments. This right shall apply to
arrearages that are due and owing at the time; nor shall the bringing of any action for
Land Taxes and ASCs, or other charges or the resort of any other remedy herein provided
for the recovery of Land Taxes, ASCs, and water and/or sewer charges, or other charges
be construed as a waiver of the right to tenninate said tax exemption or proceed with In
Rem Foreclosure action or any other remedy. Notwithstanding anything in this
Agreement to the contrary and for the avoidance of doubt, it is the parties' intention that,
if the Project is to include condominium units as contemplated by Section 12 of this
Agreement, any Event of Default by a Defaulting Party will not constitute an Event of
Default (a) as to the Entity, if the Entity is not the Defaulting Party, and (b) to the other,
non-defaulting Project Unit Purchasers (the "Non-Defaulting Parties"). The parties
further agree that, in such instance, the Township may proceed with its available
remedies under Section 26 of this Agreement against the Defaulting Party without
affecting the rights provided under this Agreement to any Non-Defaulting Party.
28.
Waiver. Nothing contained in this Agreement or otherwise shall constitute a waiver or
relinquishment by the Township of any rights and remedies, including without limitation,
the right to tenninate this Agreement and the tax exemption granted herein for violation
of any of the Material Conditions provided herein. Nothing herein shall be deemed to
limit any right of recovery of any amount which the Township has under law, in equity,
or under any provisions of this Agreement. In the event any provision contained in this
Agreement should be breached by the Entity, and thereafter waived by the Township,
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach hereunder.
29.
Pending Tax Appeals. Upon closing title to the Property and obtaining final site plan
approval for the Project, the Entity shall dismiss all pending tax appeals affecting the
Property.
30.
Governing Law and Conflicts. This Agreement shall be governed by the provisions of
the Exemption Law and the other laws of the State of New Jersey. The parties agree that
in the event of a conflict between this Agreement and the Application, the language
contained in this Agreement shall govern and prevail.
31.
Oral Representations. Neither party hereto has made any oral representation that is not
contained in this Agreement. The Resolution of the Township Committee authorizing
this Agreement and the Entity's Application are incorporated in this Agreement and made
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a part hereof and, together with this Agreement, constitute the entire agreement between
the parties.
32.
Modification. There shall be no modification of this Agreement except by written
instrument executed by both parties.
33.
Notices. Unless prior to giving any notice required under this Agreement, either party
shall have notified the other to the contrary, all notices shall be sent by certified mail,
return receipt requested, addressed as follows:
(a)
When sent by the Township to the Entity:
Attn: Ralph Zucker
911 East County Line Road, Suite 203,
Lakewood, New Jersey 08701
With a copy to:
Michael A. Bruno, Esq.
Giordano, Halleran & Ciesla
125 Half Mile Road, Suite 300
Red Bank, New Jersey 07701-6777
(b)
When sent by the Entity to the Township:
Township of Holmdel
4 Crawfords Comer
Holmdel, New Jersey 07733
Attn.: Mayor
With a copy to:
Daniel 1. McCarthy, Esq.
Rogut McCarthy, LLC
37 Alden Street
Cranford, New Jersey 07016
34.
Severability. If any term, covenant or condition of this Agreement shall be judicially
declared to be invalid or unenforceable, the remainder of this Agreement and the
application of such term, covenant or condition to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected thereby.
35.
Redevelopment Agreement. This Agreement and the rights and obligations of the parties
hereunder shall be contingent upon the Township and the Entity executing a mutually
acceptable Redevelopment Agreement authorizing the Entity, as redeveloper, to
redevelop the Redevelopment Plan Area in accordance with the Redevelopment Plan.
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36.
Good Faith. In their dealings with each other, utmost good faith is required from the
Entity and the Township.
37.
Counterparts. This Agreement may be executed in several counterparts with the same
effect as if the signatures were upon the same instrument.
38.
Effective Date of Agreement. Pursuant to N.J.S.A. 40A:20-9, this Agreement shall not
become effective until approved by Ordinance of the Township.
39.
Exhibits. The following Exhibits, which are attached hereto, are incorporated herein and
made a part hereof:
Exhibit A.
Exhibit B.
Exhibit C.
Exhibit D.
Exhibit E.
Exhibit F.
Exhibit G.
Exhibit H.
Resolutions Designating Former Bell Site Area in Need of
Rehabilitation and Redevelopment
Redevelopment Plan and Ordinance No. 2012-12 approving plan
Redevelopment Agreement
Application
Ordinance No.
approving the Application
ASC Amortization Schedule and Projected Annual Gross
Revenues
Certification of Municipal Tax and Utility Charges
NJ Department of Community Affairs Approval of Urban Renewal
Entity
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the
day and year first above written.
ATTEST:
TOWNSHIP OF HOLMDEL
By:
Township Clerk
~
_
Name:
Title:
SOMERSET HOLMDEL DEVELOPMENT I
URBAN RENWAL, L.P.
By:
_
Name:
Title:
Docs # 1528976-v3
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