Goya Jersey City Tax Abatement Deal
Goya Jersey City Tax Abatement Deal
Ord. 11-129
3.0
1st Reading
ORDINANCE OF
JERSEY CITY, N.J.
COUNCIL AS A WHOLE offered and moved adoption of the following ordinance:
CITY ORDINANCE il-129
A 75TH URAN RENEWAL CO., LLC, AN URBAN RENEWAL ENTITY, PURUANT TO THE LONG TERM TAX EXEMPTION LAW N.J.S.A. 40A:20-1 ET SEQ.
acres, and more commonly known by the street address of360 County Road, and more specifically
described by metes and bounds, in the application (propert); and
WHREAS, the Entity has applied for a 20 year long term ta exemption to constrct a warehouse
and distribution facility on
warehouse space and 38,000 square feet of office space for a tota of 615,000 gross squae feet in a one (1) story building with mezzannes with up to 480 surace parkig spaces for automobiles and up to 114 surface parkig spaces for trailers (project); and
WHEREAS, the Propert is located withi the Hackensack Meadowlands Distrct and governed by N.J.S.A. 13:17-1 et seq.; and
WHREAS, the Propertis also in an Urban Enterprise Zone and eligible for tax exemption
pursuant to N.J.S.A. 40A:20-4 and N.J.S.A. 40A:12A-5(g).; and
WHREAS, since the Entity estimates constrction costs that will exceed $25 milion, the Project shall be subject to a Project Labor Agreement as required by Ordinance 07-123; and
WHEREAS, the Project received a zoning certificate from the Hackensack Meadowlands
Commssion on September 28,2011, as required by N.J.S.A. 13:17-1 et seq.; and
WHREAS, Goya 75th Urban Renewal Co'., LLC, has agreed to:
1. pay the greater of
"-
Revenue under the Operating Lease, which sum is $806,400 in years 1 through 6; $892,950 in years 7 though 12; and $979,500 in years 13 through 20 of the Financial Agreement, and which shall be subject to statutory staed increases over the term of the ta exemption; and
2. pay an anual sum equa to 2% of each prior year's Anual Service 'Charge as an Admstrative Fee, which is initially $16,128; and
3. provide employment and other economic opportties for City residents and businesses; and
02.0'\12.01
. page
c.
URAN RENEWAL ENTITY, PURUANT TO THE LONG TERM TAX EXEMPTION LAW N.J.S.A. 40A:20-1 ET SEQ.
the Anual
5. pay the sum of$114,700 to the City's Affordable Housing Trust Fund; and
1. the curent real estate taxes generate revenue of only $299,300, whereas, the Anual Servce
surounding area;
4; the Project Will fuer the overall redevelopment objectives of a Jersey City Urban
Enterprise Zone;
5. by the City's analysis, the benefis of the
, Project adds no additional burdens on schools and because the City will retain most of payment due it from the Hackensack
Project outweigh the costs to the City insofar as the the Meadowlands Commission under the Inter-Muncipal
WHEREAS, the City hereby determines that the ta exemption is importt in obtainng
development of the Project and inuencing the locational decisions of
reasons:
1. the relative stability and predictability of
2. ' the relative stability and predictability ofthe Anua Service Charges will allow the owner
and the Entity to stabilize their operating budgets, allow a high level of maitenance to the
building over the life ofthe Project, inure the likelihood of the success of
WHREAS, Goya 75th Urban Renewii Co., LLC,ha intially complied with Executive Order
2002-005 concernng "Disclosure of
, WHREAS, Goya 75th Urban Renewal Co.,LLC, has agreed to comply with the City of Jersey City's Ordinance 07-123 Requiring Apprenticeships and Project Labor Agreement; and
WHREAS, on October 14,,2011, the Tax Exemption Corrittee recommended the
approval of
Jersey City
that:
A. The application of
Goya 75th Urban Renewal Co., LLC, an urban renewal company, formed
the provisions of
the Long Term Tax Exemption Law of 1992, copy of which is on file in the offce of the City Clerk, for Block 1002, Lot 99B; Block 1100, Lot 52C; Block 1101, Lots5lAand 7A, more commonly known by the street address of 360 County Road, more specifically described by metes and bounds in the application is hereby approved.
and quaified to do business under as amended and supplemented, N.J.S.~. 40A:20-1 ~g;. a
ii-i:l
. page
twenty (20) years from the date the Project is Substatially Complete;
Servce Charge equa to $299,300, upon Project completion, whether or not the Project is occupied; or
(b) 15% of gross revenue, which sum is $806,400 in years 1 though 6; $892,950 in years
Charge, whichisinitially$16,128;
4. County Payment: 5% of
the Anual Service Charge to the City for remittce by the City
Propert which wil have approximately 577 ,000 squae feet of warehouse space and 38,000
squae feet of offce space for a tota of 615,000 gross squae feet with mezzanes and up
to 480 surace parkig spaces for automobiles and up to 114 surace
trailers;
6; Affordable Housing Trust ,Fund: $114,700 or $.10 per squae foot of warehouse space
(577,000 squae feet) and $1.50 per square foot of office space (38,000 square feet);
7. An obligation to execute a Project Employment and Contracting Agreement to insure
9. Ths Ordinance will sunset and the Tax Exemption will terminate uness constrction of Project begins with two (2) years of the adoption of
the
C. The City Clerk shall deliver a certified copy of the Tax Assessor and Director of the Division of
D. The application is on fie with the offce of Project Employment and Offce of
the City Clerk. The Financial Agreement and Contracting Agreement shall be in substatially the form on file in the
the City Clerk, subject to such modification as the Business Administrator or Corporation
if'''!!''
RENEW AL
ENTITY, PURUANT TO THE LONG TERM TAX EXEMPION LAW N.J.S.A. 40A:20-1 ET SEQ.
H. The City Clerk and Corporation Counsel be and they are hereby authorized and directed to change any chapter numbers, aricle numbers and section numbers in the event that the codification of this"ordinance reveals that there is a confict between those numbers and the existing code, in order to 'void cOrision and possible accidental repealers of existing provisions.
NOTE:
All material is new; therefore underlining has been omitted. For puroses of advertising only, new matter is indicated by bold face and repealed matter by italic.
JMle
10/14/11
;;
corporatio~
APPROVED:
APPROVED:
Certification Required 0
Not Required 0
"
Block 1002, Lot 99B; Block 1100, Lot 52C; Block 1101, Lots 51A and 7A Jersey City Urban Enterpri~e Zone
PREAMBLE
TIDS FINANCIA AGREEMENT, (Agreement) is made the _day of
,2011
by and be~ween GOYA 75TH URBAN RENEWAL CO., LLC, an urban renewal Entity formed
and qualified to do business under the provisons of
as amended and supplemented, N.J.S.A. 40A:20-1 et seq., having its principal office at-c/o Goya
Foods, Inc., 100 Seaview Drive, Secaucus,
Grove
RECITALS
WITNES SETH:
WHEREAS, the EntitY is the Lessee of certin propert designated as Block 1002, Lot 99B;
Block 1100, Lot 52C; Block 1101, Lots 51 A and 7 A, more commonly known by the street address
of360 County Road, and more paricularly described by the metes and bounds description set forth
WHREAS, this Propert is located within ,the boundares of the a Jersey City Urban
Enterprise Zone; and
WHEREAS, the Entity plans to construct a warehouse and distribution facility on the
Propert which will have approximately 577,000 square feet of warehouse space and 38,000 squae
feet of office space for a total of 615,000 gross square feet in a: one (1) story building with
mezzannes and up to 480 surface parking spaces for automobiles and up to 114
surface parking
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WHREAS, the Project will be sub-leased in its entirety by the Entity to Goya Foods, Inc.
(the Operating Lease), for a term at
WHEREAS, on September 22, 2011, the Entity filed an Application with the City for a Long
Propert, whereas, the Anual Service Charge for the Project will generate the Financial Agreement, which anual revenue to the City durng the term of sum is $806,400 in years 1 through 6; $892,950 inyears 7 through 12; and
$979,500 in years l3 through 20 of
affordable housing
contribution;
3. ,it is expected thatthe Project will result in approximately 150 jobs durng
construction and between 324 and 493 new permanent jobs being located in
Jersey City;
existing local business and to t1le creation of hew business, which cater to the Jersey City residents;
5. the Project will fuher the redevelopment obj ectives of the J ersey.city Urban
Enterprise Zone;
6. the City's impact analysis, on file with the Office of that the benefits of
development of the
the Entity:
1. the relative stability and predictability of the service charges will owner
allow the and the, Entity to stabilize its operating budget, allowig a high level
of maintenance to the building over the life of the Proj ect, which will insUre
the likelihood of
the success ofthe Project, insure that it will have a positive impact on the surounding area and the possibility of growth and increased
2
Muncipal Council approved the above findings ard the tax exemption application and authorized
the execution of this Agreement.
NOW, THEREFORE, in consideration ofthe mutual covenants herein contained, and for
other good and valuable consideration, it is mutually covenanted and agreed as follows:
as amended and supplemented, N.J.S.AAOA:20-1 et seq., Executive Order ofthe Mayor, 02-003,
Ordinance 02-075, and Ordinance 11-
It being expressly urderstood and agreed that the City expressly relies upon the facts, data, and
representations contaned in the Application, attached hereto as Exhibit 3, in granting this tax
exemption.
Section 1.2 General Definitions
Unless
'specifically provided otherwse or the context otherwise requires, when used in this
be considered as interest for this purose. if there ~s no permanent mortgage financing, or if the
. financing is internal or underten by a related par, the Allowable Profit Rate shall be the greater
of 12% or the percentage per anum arved at by adding 125%
anum which the muncipality determines to be the prevailing rate on mortgage financing on
111. Anual Service Charge - The amount the Entity has agreed to pay the City for
muncipal services' supplied to the ProjeCt, which sum is,in lieu of any
the
, ' '
New Jersey.
Total
been prepared in conformity with generally accepted accounting principles and shall contain at a
minium the following: a balance sheet, a statement of income, a statement of retaned
earngs or
changes in stockholders' equity, a statement of cash flows, descriptions of accounting policies, noteS
to financial statements and appropriate schedules and explanatory material results of operations, cash
flows and
any other items required by Law. The Auditor's Report shall be certified as to its
conformance with such principles by a certified public accountant who is licensed to practice that
, profession in the State of
the City authorizing occup.ancy ofa building, in whole or in par, pursuant to NJ.S.A. 52:27D-133.
Vi. Default - Shall
imposed upon the Entity by the terms of this Agreement, or under the Law, beyond any applicable
grace or cure periods.
vll. Entity - The term Entity within this Agreement shall mean Goya 75th Urban Renewal
Co., LLC, which Entity is formed and qualifiedpursuant to N.J.S.A. 40A:20-5. It shall also include
any subsequent purchasers or successors in interest of the
vll. Gross Revenue - Any and all base rent, not including expenses, derived from or
4
/
generated by the Operating Lease (as hereafter defined) of the Project, of
the form of which Operating Lease, including the anual rental schedule, is attched as Exhbit 7 ~
which the
to 54:5-129 ~t
City may enforce a lien for taxes due and owing by tax sale, under NJ.S.A. 54:5-1
seq.
Xl. Land Taxes - The amount of
grace periods if any, for Land Taxes as determined by the Tax Assessofand the Tax Collector. .
xll. Law - Law shall refer to the Long Term Tax Exemption
to long
term tax exemption, as it may be amended and supplemented; Ordinance 02-075, and Ordinance
11- , which authorized the execution
of a Project Labor
Agreement, and all other relevant Federal, State or City statutes, ordinances, resolutions, rules and
regulations.
xiv. Lease - Refers to that certin ,sub-lease agreement for
Operating Lessor and Goya Foods, Inc., as Operating Lessee, the Operating
Lease, a memorandum of which is attached as Exhbit 7. The rent under the Operating Lease shall
be a minimum of the amounts stated in the Operating Lease. This Operating Lease wil not be
amended so as to reduce or limit the Service Charge otherwse due to the City hereunder.
xv. Minimum Anual Service Charge - The Minimum Anual Service Charge shall be
the higher of: a) the taxes levied against the real propert in the area covered by the Project in the
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last full ta year in which the area was subject to taation, which amount the paries agree is
$299,300; or b) upon Substatial Completion, $806,400 irrespective of occupancy. The Minimum
Anual Service Charge shall be paid in each year in which the Anual Service Charge would be less
expenses of
priciples,
but:
(1) there shall be inCluded in expenses:, (a) all Anual Service charges paid pursuant to
N.J.S.A. 40A:20-12; (b) all payments to
or N.J.S.A. 40A:20-16; (c) an anual amount suffcient to amortize (utilizing the straight line
method-equal annual amounts) the Total Proj ect Cost and all capital costs determined in accordance'
with generally accepted accounting principles, of any other
computation of excess profits over the term of this agreement; (d) all
expenses of
the Entity and any other Entity whose revenue is included in the computation ofexc~ss
profits including the cost of all management fees, brokerage commissions, insurance premiums, all
taxes or service chrgespaid, legal, accounting, or other professional service fees, utilities, building
maintenance costs, building and office supplies and payments into repair or maintenance reserve
accounts; (e) all payments of rent including but not limited to ground
debt, except interest which is par of debt service, income taxes or salares, bonuses or other
compensation paid, directly or indirectly to directors, officers and stockholders of the Entity, or
officers, parers or other persons hQlding a proprieta ownership interest in the Entity.
xvll. Pronouns - He or She or it shall mean the masculine, femine or neuter gender,
the
xvlli. Substantial Completion - The determination by the City that the Project, in whole or
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the use intended, which ordinarly shall mean the date on which the Project
Occupancy for any portion of
the Project.
the terms of
this Financial
N.J.S.A. 40A:20-3(h) and the Application, attched as Exhibit 3. There shall be included nTotal
Project Cost the actul costs incured by the Entity and certified by an independent.and qualified
architect or engineer, which are associated,with site remediation and cleanup of environmentally
hazardous materials or containants in accordance with State or Federal law; and any
extraordinar
costs incured includilg the cost of demolishing structures, relocation or removal of public utilities,
ARTICLE II - APPROVAL
Section 2.1 Approval of Tax Exemption
The City hereby grants its approval for a tax exemption for all the Improvements, constituting
the Project to be constructed ard maintaned in accordance with the terms and conditions of this
Agreement and the provisions of the Law which Improvements shall be constrcted on a portion of
certain propert known on the Official Tax Assessor's Map of
Block 1100, Lot 52C; Block 1101, Lots 51A and 7 A, more commonly known by the street address
of 360 County Road, Jersey City, New Jersey, and described by metes and ,bounds il Exhbit
Approval is granted to the Entity whose Certificate ofF ormation is attched hereto as Exhibit
4. Entity represents that its Certificate contains all the"requisite provisions of the
the Commissioner of
the Dep~ent of
filed with, as appropriate, the Offce of the State Treasurer or Offce of the Hudson County Clerk,
7
Entity represents that, it intends to constrct a warehollse and distribution facility, which will
. have 1 story with mezzanines. The facility will have 577,000 square feet of warehouse space and
.38,000 squae feet of office space for a total of 615,000 gross squae feet, in a
with a mezz~ne and up to 480 surace parking spaces for automobiles and up to 114 surface
parking spaces for trailers, all of
,.
as Exhibit 3.
Section 2.4 Construction Schedule
The Entity agrees to diligently undertake to commence construction and complete the Proj ect
in accordance with the Estimated Constrction Schedule, attched hereto as Exhbit 10.
Section 2.5 Ownership, Management
and Control
to be constrcted. Upon constrction, the Entityrepresents that the Improvements will be leased to
, -
as such agreements are not used to reduce the City's revenue or other economic benefits under this
Agreeinent and the management fees to be paid are comparable to those disclosed in the application.
Section 2.6 Financial Plan
The Entity represents that the Improvements shall be operated in substantially accordance
with the estimated Financial Plan attched hereto as Exhbit 6. The Plan sets forth estimated
Total
Project Cost, the amortization rate on the Total Project Cost, the source of
to ~e paid on construction financing, if any, the source and amount of paid-in capital, and the terms
,So long as there is compliance with the Law and this Agreement, it is
, , by the paries hereto that this Agreement shall remain in effect for the earlier of 25' years from the
exemption or 20 years from the date of Substantial Completion of the Project. The tax exemption
shall onlybe effective durng the period of
while the Project is owned by a corporation or association formed and operating under the Law.
(i) City Anual Service Charge: an amOunt equal to the greater of: the Minimum Anual
Service Charge or an Anual Service Charge equal to fifteen percent (15%) of
. '
the FinaIcial Agreement. The
initially biled and increased thereafter in accordance with the Lease and this Agreement.
A Minimum Anual Service
MinumAnual Service Charge calculated under Section 1.2 (xvi), as the case may be, shall be
, due on the firstda of the month following the Substantial Completion of
the Entity failsto timely pay the Minmum Anual Service Charge or the Anual Service Charge;
the unpaid amount shall bear the highest rate of interest permtted in the case of ulpaid taxes or tax
, liens on land UItil paid; and
(ii) ,County Anual Service Charge: an ~ amount equal to 5% of the Anual Service
Charge upon receipt of that charge, for remittce to the County by the City.
in
last day of
the 15th year, the Anual Service Charge shall be 15% of Anual Gross Revenue;
II. Stage Two: Beginnng on the 1 st day of the 16th year 'following Substantial
Completion until the last day of the 17th year, an amount equal to the greater of
the taxes otherwse due on the value of the land and Improvements;
111. Stage Three: Beginng on the 1 st day of the 18th year following the Substatial
Completion until the last day of the 18th year, an amount equal to the greater of
, .
iv. Stage Four: Beginnng on the st day of the 19th year following Substantial
Completion untilthe last day of
the 19th year, an amount equal to the greater ofthe Anual Service
the taxes otlierwise due on the value oftheland and Improvements.
Completion through the date the tax exemption expires, an amount equal to the greater of the
Anual Servce Charge or 80% Qfthe amount ofthetaxes otherwise due on the value fthe land and ,
Improvements. .
Section 4.3 Credits
The Entity is required to pay both the Anual Service Charge, and the Land Tax Payments.
The Entity is obligatedto make timely Land Tax Payments, including any tax on the pre-existing
improvements, in order to be entitled to a Land Tax credit against the Anual Service Charge for t~e
subsequent year. The Entity shall be
Tax Payments made in the last four preceding quarerly installments against the'Anual Service
Charge. In any
quarer that the Entity fails to make any Land Tax Payments when due and owing,
such
delinquency shall render the Entity ineligible for any Land Tax Payment credits against the
Anual Service Charge for that qmirter. No credit wil be applied against the Anual Service Charge
for parial payments of Land Taxes. The City shall have, in addition to this remedy and other
10
remedies, the right to proceed against the Project pursuant to the In Rem Tax Foreclosure Act,
NJ.S.A.54:5-1, et seq. and/or declare a Default and terminate this Agreement.
Section 4.4 "Quarterly Installments
The Entity expressly agrees that the Anual Service Charge shall be made in quaerly
instalments on those dates when real estate tax payments are due; subject,
nevertheless, to
adjustment for over or underpayment withn thirt (30) days after the close of each calendar year.
In the event that the Entity fails to pay the Anual Servce Charge, the
highest rate of interest permitted in the case of unpaid taxes or ta liens on the land until paid.
Section 4.5 Administrative Fee
The Entity shall also pay an anual Administrative Fee to the City in addition to the Anual
Service Charge and Land
Tax levy. The Administrative Fee shall be calculated as two (2%) percent
fee shall be payable and due on or before
December 31 st of each year, and collected in the same maner as the Anual Service Charge. In
the event that the Entity fails to timely pay the Administrative Fee, the amourt unpaid shall bear the
highest rate of interest permitted in the case of unpaid taxes or tax liens on the land
until paid.
A. Contribution. The Entity shall pay the City the sum of$114, 700 or $.10 per square
foot of warehouse space (577,000 square feet) and $ 1.50 per square foot of office space (38,000
square feet), as a contrbution subject to the contingencies set forth below. Thesum shall be due and
payable as follows:
1. 1/3 ($38,233) qn or before the effective date of the ordinance approving the tax
exemption,
11. 1/3 ($38,233) on or before the issuance of the first of any construction permit for the Proj ect,
but no later than six months after the date of the Financial Agreement;
111. 1/3 ($38,233) on or before the date the first of any Certificate of Occupancy is issued for
the
Project, but
no later
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The Entity acknowledges that.' the City relies" on these payments and wil enter into
- i. .
Fees, Affordable RousingContributions, and any mterest thereon, are Material Conditions ofthis
Agreement.
In order to .provide City residents and busmesses with certain employment and other
economic related oppo~ities, the Entity is subject to the terms and conditions of the Project
Employment and Contracting Agreement, attached hereto as Exhibit 9. In addition, the Entity shall
execute a Project Labor Agreement as required by Ordinance 07-123 as it exists oras it may be
amended from time to time.
It is understood and agreed that it shall be the obligation of the Entity to obtam all
Certificates ofOccupanc in a timely maner so as to complete construction in accordance with the
proposed construction schedule, attached hereto as.Exhbit 10. The Entity's failure to secure the
Certificates of Occupancy shall subject the Project to full taxation for the period between the date
paragraph, shall not militate against any action or non-action, taen by the City, including, if
appropriate retroactive billng with interest for any charges
A. An Auditor's Report: Withn ninety (90) days after the close of each fiscal or calendar
year, depending on the Entity's accounting basis that the Agreement shall continue in effect, the
Entity shall submit to the Mayor and Muncipal Council and the NJ Division of
Local Governent
calendar year. TheAuditor'sReportsh~ll include, but not be limited to: the terms and interest rate
on any mortgagees) associated with the purchase or constrction of the Project, if any, and such
i
details as may relate to the financial affairs of the Entity and to its operation and performance
hereunder, pursuant to the Law and
the Net Profit for the Entity durng the previous year.
B. Disclosure Statement: On the anversar date of the execution of this Agreement; and
each and every year thereafter while this agreement is ineffed, the Entity shall submit to the
Muncipal Council, the Tax Collector and the City Clerk, who shall advise those muncipal officials
required to be advised, a Disclosure Statement listing the persons having an ownership interest in
the Project, and the extent of the ownership interest of each and such additional information
as the
Section 7 .3 Inspection/Audit
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The
Entity shall permit the inspection of its propert, equipment, buildings and other
,,
facilities of the Projectnd, if deemed appropriate or necessar, any other relate Entity by
representatives duly authorized by the City and the NJ Division of Local Governent Services in
the Deparment of Communty Affairs. It shall also permit, upon request, examination and audit of
its books, contracts, records, documents and papers. Such examination or audit shall be made durng
the reasonable hours of the business day, in the presence of an offcer or agent designated by the
Entity.
, All reasonable costs incured by the City to conduct the adit, including
reasonable attorneys'
par of
fees if appropriate, shali be biled to the Entity and paid to the City as
Service, Charge. Delinquent payments shall accrue interest at the same rate as for a deilnquent
service charge.
ARTICLE VIII- LIMITATION OF
limitation of
The Entit shall have the right to establish a reserve against vacancies, unpaid rentals, and
reasonable contingencies in an amount equal to five (5%) percent of
, ,
five (5%) percent of
fiscal year preceding the year and may retain such par of
is necessar to eliminate a deficiency in that reserve, as provided in N.J. S.A. 40A:20.; 15. The reserve
is to be non-cumulative, it being intended that
r~serve shall
, '
In the event the Net Profits of
there is
Gross Revenue ~d Net Profit in the determination of exces~ profit,ay gain realized by
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Profits for such period, then the Entity, withn one hundred and twenty (120) days after the end of
such fiscal year, shall pay such excess Net Profits to the City as an additional service charge;
provided, however, that the Entity may maintain a reserve as determined pursuant to aforementioned
paragraph 8.1. The calculation of
the Entity's excess Net Profits shall include those project costs
, directly attbutable to site remediation and cleanup expenses' and any other costs excluded in the ,
definition of Total Proj ect Cost in Section 1.2 (xxi)
have been deducted from the project costs for puroses of calculating the Anual Service Charge.
Section 8.3 Payment of Reserve/ Excess Net Profit Upon Termination, Expiration or
Sale
the
fiscal
year of
the Entity.Withiri niety (90) days after suqh date, the Entity shall pay to the City the amount
of the reserve, if any, maintained by it pursuant to ths section and the excess Net Profit, if any.
new
transfer; 2)
Entity does not own any other Project subject to long term tax exemption at the time of
the new Entity is formed and eligible to operate under the Law; 3) the Entity is not then in default
, of
this Agreement or the Law; 4) the Entity's obligations under this Agreement is fully ~ssumed by
, ' the new Entity, 5) the Entity shall pay the City a transfer fee equal to 2% ofthe then curent Anual
S~rvice Chargeas requied by N .J.S.A. 40A:20-10d.
Nothing' herein shall prohibit any transfer of the
Anual Disclosure
or sale or transfer of
application fee for the legal and administrative services of the City, as it relates to the reviw,
preparation and/or submission of documents to the Muncipal Council for appropriate action on the
ARTICLE X - COMPLIANCE
, accordance with the provisions ofthe Law. Operation of Project under this Agreement shall not
only be terminable as provided by N.J.S.A. 40A:20-1, et seq., as curently amended and '
supplemented, but also by a Default under this Agreement. The Entity's failure to
Law shall constitute a Default under this Agreement and the City shall, among its other remedies,
Lobbyist Representativ
this Agreement, the Entity must comply with Executive Order 2002-005, Lobbyist Representative Status. The Entity's
failure to comply
with the Executive Order or the Ordinance shall constitute ,a Default under this
Agreement and the City shall, mong its other remedies, have the right to terminate the ta
exemption.'
ARTICLE XI - DEFAULT
the Entity to peiform any obligation imposed by the Law, beyond any applicable notice, cure or
grace period.
the Default
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(Default Notice). The Default Notice shall set forth with paricularty the basis of the alleged
Default. The Entity shall have sixty (60) days, from receipt of the Default Notice, to cure any
Default which shall be the sole and exclusive remedy available to the Entity. However, if, in the
reasonable opinion of
the City, the Default canot be cured within sixty (60) days using reasonable
Should the Entity be in default due to a failure to pay any charges defined as Material
Conditions in Section 4.7, the Entity shall not be subject to the default procedural remedies as
provided herein but shall allow the City to proceed immediately to terminate the Agreement as
provided in Aricle XII herein.
Section 11.3 Remedies Upon Default
The City shall, among its other remedies, have the right to proceed against the Entity's
Project pursuant to the In Rem Tax Foreclosure Act, N.J.S.A. 54:5-1, et seq. and/or may declare a
Default and terminate this Agreement. Any default arsing out of the Entity's failure to pay Land
Taxes, the Minimum Anual Service Charge, Administrative Fees, Affordable Housing
Contribution, or the Anual Service Charges shall not be subjectto the default procedural remedies
as provided in Aricle XI herein, but shall allow the City to proceed immediately to terminate the
Agreement as provided in Aricle XII. AU of
actions against the Entity because of its failure to pay Land Taxes, the Minimum Anual Service
Charge, Anual Service Charge, Affordable Housing Contrbution or Administrative Fees. This
right shall apply to arearages that are due and owing at the time. Furher, the bringing of any action
for Land Taxes, the Minimum Anual Service Charge, the Anual Service Charge, Affordable
Housing Contrbution, Administrative Fees, or for breach of covenant or the resort to any
, '
other
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Upon Termination or expiration ofthis Agreement, the tax exemption for the Project shall
expire and the land and the Improvements thereon shall thereafter be assessed and conventionally
taed according to the general law applicable to other nonexempt taable propert in the City.
In the event of a breach of the within Agreement by either of the paries hereto or a dispute
arsing between the paries in reference to the terms and provisions as set fort herein either par
may apply to New Jersey
the dispute in such fashion as will tend' to accomplish the puroses of the Law. In the event the
Superior Cour shall not entertin jurisdiction, then the paries shll submit the dispute to the
American Arbitration Association in New Jersey tobe determined in accordan~e with its rules and
regulations in such a fashion to accomplish the purose of
cost
for the arbitration shall be borne equally by the paries. The paries agree that the Entity may
not fie an action in Superior Court or with the Arbitration Association uness the, Entity has first
paid in full all charges defined in Aricle IV, Section 4.7 as Material Conditions.
ARTICLE
XIV- WAIVR
, '
ths
relinquishment by the City of any rights and remedies, inCluding, without limitation, the right to '
terminate the Agreement and ta' exemption for violation of any of the conditions providecIherein.
Nothig herein shall be deemed to limit any right of recovery of any amount ~hich the City has
under law, in equity, or under any provision of
Agreement.
ARTICLE XV - INDEMNIFICATION
understood and agreed that in the event the City shall be named as par defendant in any
19
, third par action alleging any breach, default or a violation of any of the provisions of this
Agreement andlorthe provisions of NJ.S.A. 40A:20-1 et seq., the
the City harmless against any -and all liability, loss, reasonable cost, and expense (including
reasonable attorneys' fees and costs, through trial and all stages of any appeal, including the cost of
enforcing this indemnty) arsing out of Agreement. In addition, the Entity expressly waives all
statutory or common law defenses or legal principles which woulddefeatth puroses of this
indemnfication. The Entity also agrees to dfend the' suit on behalf of the City at its own expense.
However, the City maintains the right to intervene as a par thereto, to which
Drive 100 Seaview Secaucus, New Jersey 07094 Attn: Carlos G. Ortiz, Esq.
and
Connell Foley, L.L.P.
, uness prior to giving of notice the Entity shall have notified the City in writing otherwse.
In addition,
provided the City is sent a formal wrtten notice in accordance with this
the name and address of Entity's Mortgagee, if any,
Agreement, of
20
the City shall identify the Project to which it relates, (i.e., the Urban Renewal Entity and the
Propert's Block and Lot number).
ARTICLE XVII-SEVERAILITY
Ifany term, covenant or condition of this Agreement or the Application, except a Material
Condition; shall be judicially,' declared to be invalid or unenforceable, the remaider of this
Agreement or the application of such term, covenant or condition to persons orcIrcumstances other
thai those as to which it is held invalid or unenforceable, shall not be affected
term, covenant or condition of this Agreement shall be valid and be enforced to the ful~est extent
permitted by law. '
the actions reasonably requied to restore the Agreement in a maner contempl~ted by the
paries and the Law. This shall include, but not be limited to the authorization and re-execution of
this Agreement in a form reasonably drafted to effectuate the original intent of the paries and the
Law. However, the City shall not be requied to restore the Agreement if it would modify a,Material
Condition, the amount of the periodic adjustments or any other term of
New Jersey, and without regard to or aid of any presumption or other rule requiring constrction
against the par drawing
'or causing this Agreement to be drawn since counsel for both the Entity
and the City haye combined in their review and approval of same.
contained in the Agreement, the Agreement shall govemand prevaiL. In the event of confict
between the Agreement and the Law, the Law shall govern and prevaiL.
not
contInedin this'Agreement. This'Agreement, the Ordinance authorizing the Agreement, and the
Application constitute the entire Agreement between the paries and there shall be no modifications
thereto either than by a wrtten instlent approved and executed by both paries
and delivered to
each par.
thereto.
ARTICLE
The following Exhbits are attched hereto and incorporated herein as if set fort at length
'-
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herein:
1' Metes and Bounds description of
the Project;
the Entity;
the Project;
IN WITNESS WHEREOF, the paries have caused these presents to be executed the day
and year first above written.
WITNESS:
ATTEST:
ROBERT BYR
CITY
JOHN
CLERK
BUSINSS ADMISTRATOR
23
-r~"" :"
10-12-11
RENEWAL CO.,
LLC, having its principal office at c/o Goya Foods, Inc., 100 Seaview Drive, Secaucus, New Jersey
07094. Recipient agrees as follows:
I. Definitions:
, The following words and terms, when used in this agreement, shall have the followig
meanngs unless the context clearly indicates otherwise.
1. "City" means the Business Administrator of the City of Jersey City, or his
designee, including any person or entity which enters into a contract with the City to implement, in whole or in par, this agreement.
2. "Construction Contract" means any agreement for the erection" repair, alteration or demolition of any building, structue, bridge, roadway, or other improvement on a Project
Site. '
3. "Contractor" means any par pedorming or offering to perform a prime contract on behalf of the Recipient.
'a tax abatement or exemption for a propert or project which requires approval of the Muncipal Council and which reduces the anual amotmt of taxes otherwise due, by $25,000 or more in the aggregate;
6. "Employment" means any job or position durng the construction and operational phase of the project. It includes positions created as a result of internal promotions, terminations, or
expansions within the Recipient's work force which are to be filled by new employees.
However, positions filled through promotion from within the Recipient's existing work force are not covered positions under ths agreement.
7. "Local Business" means a bona fide business located in Jersey City.
8. Mayor Jerramiah T. Healy's Business Cooperative Program means the group within DEO
, under the Deparent of Administration responsible for collecting local and minority business contracts and capability information. This group operates the Supplier Alert service
which is to be used by the Recipient to meet their good faith business contracting and
9. "Minority" means a person who is Afrcan, Hispanc, Asian, or Aierican Indian defined as
follows: '
a) "African-American" means a person having origins in any of
of Afrca.
b) "Hispanc" means a person of
Mexican, Puerto Rican, Cuban, Central or South American or other Latino cultue or origin, regardless of race, excluding, however, ,persons of European origin.
a person having origins in any of the original people of
c) "Asian" means
of
, 10.' "Minority or Woman Owned Local Business" means a bona fide bushiess located in Jersey,
City which is fift-one (51 %) percent or more owned and controlled by either a Minority or
woman.
11. "Non-Traditional Jobs" means jobs which are held by less than twenty (20%) percent
Labor Market, and Demographic Research for Jersey City, which report shall be on fie with the City Clerk.
women, as reported by the NewJersey Deparment of Labor, Division of
12. "Permanent Jobs"mean newly created long term salaried postioIls, whether permanent,
temporar, par time or seasonaL.
13. "Project or Project Site" means the specific work location or locations specified in the
contract.
, 14. The "Proj ect Employment & Contracting Coordinatr" is a member of the D EO staff under
Contracting projects. Contractors and developers engaged in projects covered by Project 'Employment & Contracting Agreements will direct inquiries tothe Project Employment &
Contracting Coordinator.
15. The "Project Employment & Contracting Monitor" or "Monitor" is a member of
the DEO staff under the Department of Administration directly under the command of the Project Employment & Contracting Coordinator, who is in charge of monitoring the site, collecting the reports and documentation, and other day-to-day Project Employment & Contracting housekeeping as stipulated by ths agreement.
16. 'The "Project Employment & Contracting Ofcer" or "Offcer" is an employee of the
with the Recipient's Project Employment & Contracting
Recipient who is designated by the Recipient to make sure the Recipient is in compliance agreement.
2
17. "Recipient" means any individual, parership, association, organzation, corporation or other
entity, whether public or private, or for profit or non-profit, or agent thereof, which receives
an Economic Incentive and shall include any Contractor, Su~contractor or agent of the
Recipient.
18. "The Registry" or "Jersey City Employment Registry" means a list maintained by
the City or its designee of Jersey City residents seeking employment and Local Businesses, including
Minority or Woman Owned Local Businesses, seeking contracts. .
20. "Subcontractor" means a thrd par that is engaged by the prime Contractor to perform under
in par, is ready for the use intended, which ordinarly shall mean the date on which the
Project receives, or is eligible to receive any Certificate of Occupancy for any portion of
the
Project.
II. Purpose:
The City wishes to assure continuing employment opportunities for City residents,
paricularly residents who are Minorities, and business opportties for Local Businesses, especially Minority and Women Owned Local Businesses, with employers located in or relocating to the City
who are the Recipients of Economic
herein, and discharge its obligations under this Agreement. To the extent mandated by State and Federal law and
by requiring the ReCipient of an Eonomic Incentive to act in Good Faith, as defined
so long as the Entity discharges its Good Faith obligations under this agreement, the City
acknowledges that the Recipient and its contractors are free to hire whomever they choose.
III. Good Faith Goals:
In the event the Recipient is able to demonstrate that its work force already meets the goals meet such goals durng the term of this agreement, the Recipient will not be required to comply with the interviewing or reporting obligations set forth in Section VIi., A-L (Construction Jobs) and Section VI, 2., A-J (permanent Jobs). All goals for Construction Jobs shall be calculated as a percentage of the total number of work hours in each trade from the beginng of
set forth belowor is able to
residents who are Minorities and, in Non-Traditional Jobs, six point nine (6.9%) percent of are residents who
work residents, fift-one (51 %) percent of whom ar whom are women, it being understood that one employee may satisfy more than one
to achieve the goal of a
category.
of awarding twenty (20%) percent of the dollar amount of its contracts to Local Businesses, fift-one which shall be Minority or Women Owned Local Businesses. Iffift-one (51 %) (51 %) percent of
percent of Minority or Women Owned Local Businesses canot be obtained, that percentage of ' ' contracts must, stil ,be applied to local vendors.
iv. Recipient Designee:
The Recipient shall designate a principal offcer of its firm to he responsible for
admnistering the agreement detailed herein and to report to and confer with the City in order to
discharge its Good Faith obligations as defined in this agreement. This officer
should be designated
v.
Term:
This agreement shall bein effect for a period co-terminus with the effective period of the tax , exemption (the Economic Incentive). Thus, it will commence on the date the City Council adopted Ordinance approving the ta exemption and terminate the earlier of 25 years from the date of the adoption of thai Ordinance or 20 years from the date ofSuostantial Completion ofthe Project. '
VI. Good Faith Defined:
1. Permanent Jobs: Good Faith shall mean compliance with all of
A. Pre-hiring Job Awareness: At least eight (8) months prior to the hiring of a Recipient's
permanent workforce, the Project Employment & Contracting offcer for the Recipient will sit doW
with the head of the Registr to discuss how the Recipient The following issues should
i) whether subcontractors wil be used in the hiring process. ii) the specific tyes of jobs that need to be filled. iii) the qualifications needed for these paricular jobs.
iv) possible traig programs offered by the permanent employer.
v) the Recipient's goals and how it plans to meet these goals. to be addressed by the Registry.
1. Subcontractor Notification -- If the Recipient decides to subcontract any portion or all of its
permanent, workforce, then the Recipient must receive a signed acknowledgment from the
subcontracting par that it will abide
the signed acknowledgment to the Project Employment & Contracting Monitor. An example of this signed acknowledgment can be found in Appendix E.
said subcontractor begins' staffing permanent employees. The Recipient must forward a copy of 2. Subcontractor Pre-Hiring Job
permanent job positions must appoint a Project Employment & Contracting Offcer to meet with the
head of
the Red.pient must put together a document with goals and totals for futue permanent employment
needs. This plan should
estimates for manpower needs, set residential and minority employment goals commensurate with the Project Employment & Contracting Agreement, and show how the Recipient plans to meet these goals. An example of this plan is found in Appendix J.
c. Pre-Hiring Notification: At least ten (10) working days prior to advertising for any
employees, the Recipient or the Recipient's subcontractor shall provide the Registry with a written job description and minimum qualifications, rate of pay, hours of work and the hiring date for each position ro be filed, in qualitative and objective terns which wil1enable the Registr to refer qualified applicants to the ReCipient.
notice, which shall state the job title,
D. Advertisement: At the request of the City, or because the City does not have qualified applicants to refer to the Recipient, the Recipient will place an advertisement for the jobs in a newspaper which is regularly published in Jersey City. The Recipient must fuish the Project
Employment & Contracting Coordinator in DEO under the Deparment of Administration with a copy of this advertisement.
E. Pre-Hiring Interview: The ,Recipient,
from the Registry, to be maintained by the City or its designee. In the event advertisement is
required, the Recipient agrees to interview any qualified persons responding to the advertisement.
G. Record Access: The Recipient shall,provide the City with reasonable access to all files and , records including payroll and personnel inormation reasonably necessary to confirm'the accuracy
of the information set forth iti thesemI-anual reports.
5
H. Work Place Access: The Recipient shall provide the City with reasonable access to the site the information set forth in the semi-
anual reports.
i. Other Reports, Documents: In addition to the above reports, the Recipient shall fuish such
reports or other documents that the City may request from time to time in order to implement the
puroses of this agreement.
J. Incorporation of Agreement: The Recipient shall incorporate the provisions of this
Agreement in
all contracts, agreements and purchase orders for labor with any service, maintenance,
by the Recipient whose personnel wil be
1) Solicitation of
Businesses:
a) One month before accepting bids forgoods and services, the Recipient must forward
Business Cooperative Program for local and local minority vendors for any constrction or building operating goods, services and subcontracting opportties. An example of this letter can be found in Appendix D. .
a letter with requests for quotation or bid to Mayor Jerramiah T. Healy's b) After submission of
bids, the Recipient will document whether the bid was accepted orrejected, and state the reason why. An example ofthis documentation can be found in Appendix D2.
i) " Semi-Anual Plchasing Reports: The Recipient will submit written semianual
over a six month period and the dollar amounts of these contracts. The
reports wiH specify the number and dollar amount- of contracts awarded to Local Businesses and Minority or Women Owned Local Businesses. An
example of these reports can
be found'in Appendix L.
business as a way toget credit for local or miority employnent when it should not, will
immediately subject the Recipient to the penalties listed in Section vin (d) below.
4. Summation of
(App.) AZ
3. Example fIntial Manng Report (Appendix B)
4. Letter Of Acceptace of
5. Letter From Developer Forwarding Requests for Quotation or Bid for, Minority and
Subcontractors (Appendix E) Best Efforts (Appendix F) 9. Example of MontWy Manng Report (Appendix G) 10. Example ofMontWy Certified Payroll Report (Appendix H) 11. Example ofBi-Weekly Site Visit Report (Appendix I) 12. Example of Docwnentation of Hiring Plan (Appendix J)
8. Union Statement of
1. Advisory Notice: The City will issue a wrtten Advisory Notice to the Recipient if there is non-compliance with a Good Faith requirement as defined in this agreement. The Advisory Notice shall explain in sufficient detail the basis of the alleged violation. The Recipient shall have four (4) working days to correct the violation. An example ofan Advisory Notice can be found in Appendix M.
, 2. Violation Notice: If the alleged violation set forth in the Advisory Notice has not been
~orrected to the satisfaction of the City within four (4) working days, the City shall then issue
a Violation Notice to the Recipient. The Violation Notice shall explain in suffcient detail , the basis of the alleged, continuing violation. The Recipient will have three (3) working days to correct the violation. An example of a Violation Notice can be found in Appendix N.
3. Correcting the Violation: Either or both the Advisory Notice or the Violation Notice may
be considered corrected if the Recipient satisfies the requirements of this agreement and so
advises the City in
4. Extension of
Time to Correction: Either the Advisory Notice or the Violation Notice may
be held in' abeyance and the time for correction extended if the Recipient enters into satisfactory wrtten agreement with the City for corrective action which is designed to
Recipient fails to abide by the terms of such agreement the violation will be considered not corrected.
achieve compliance. If
5. Meetings Concerng Violations: The City may provide an opportty for a meeting with the Recipient, his Contractors or Subcontractors in an effort to achieve compliance; or may,
7
respond to Recipient's request for a meeting after the Recipient has made timely submission of a written explanation pursuant to the above. The meeting shall be requested no later than two days 'after the alleged violator has submitted the wrtten explanation.
6. Interviews Relating to Violations: The City may conduct interviews and may request
is in violation of this agreement as soon as possible but not later than thirt days after the delivery of the Violation Notice to the Recipient. If the City determines that the Recipient
is in violation, the City shall be entitled to the liquidated damages
provided below.
Whle reserving any other remedies the City may have at law or equity for a material breach of the above terms and conditions, the paries agree that damages for violations of this agreement
by the Recipient canot be calculated within any reasonable degree of mathematical certinty.
Therefore, the paries agree that. upon the occurence of a matenal breach of any of the above terms
and conditions and after notice and expiration of anypenod to correct the violation, the City wil be entitled to liquidated damages from the Recipient in the following amounts: ;
. a) failure to file Initial Manng Reports (Constrction Jobs) or Pre-Hinng Notification
(Permanent Jobs) or Pre-80ntracting Notification (Business Contracting): an amount anual paymentin lieu of, taxes;
or submit Compliance Statement
(Business Contracting): an payment in lieu of
b) failure to conduct Pre-hiring Interviews (Construction Jobs) or Solicit Bids (3%) percent increase in the estimated anual
taes;
c) failure to allow record or work place access or submit any other required reports (all
categories): an amount equal to Two (2%) percent increase in the estimated anual
(5%) percent estimated anual payment in lieu of taxes. Interest shall be charged
amount equal to Five interest as calculated
e) the late paylent of any liquidated sum shall accrue interest at the rate of 8%.
o.
2. The Recipient shall solicit information from tenants of comiercial space about the
composition of the work force of each tenant. The information solicited will, be submitted to the Project Employment & Contracting Monitor, which shall provide the Recipient with a questionnaire in the form attached as Appendix P.
3. The Recipient will send the results of its solicitation to the Project Employment & Contracting Monitor no later than October 31 of each year.
4. The Recipient shall send all tenants of commercial space within the Project Site a
Supplier Alert Service Registration Package 'in the
X. Notices
Any notice required
and
Connell Foley, L.L.P.
Economic Opportty
Jersey City, New Jersey 07306 with separate copies to the Mayor and the Business Admnistrator; uness prior to giving of such
notice, the City or the Recipient shall have notified the
other in writing.
Ths agreement shall take effect on the date that the Economic Incentive is approved by the
Muncipal CounciL.
To the extent required by State and Federal Law and so long as the Entity discharges its Good
Faith obligations under this agreement, the City agrees and acknowledges that the Recipient and its
contractors are free to hire whomever they choose. If this agreement conflcts with any collective
bargaining agreement, the City agrees,to defer to such agreements so long as the Recipient provides
the City with a copy of the offending provision in the
ATTEST:
John
WITNESS:
Secretary
President
10