WHEREAS, the Township of Lakewood (“Township”) has previously designated an area known as the “Southwest Acquisition Area” which is bounded by Cedarbridge Avenue, New Hampshire Avenue, Pine Street and Vine Avenue as an area in need of redevelopment pursuant to Local Redevelopment and Housing Law, N.J.S.A. 40A:12A-1 et. seq. (“LRHL”); and

            WHEREAS, the “Southwest Acquisition Area” is now known as the “Cedarbridge Redevelopment Area” (“Cedarbridge Redevelopment Area”); and

WHEREAS, the Township has adopted the Cedarbridge Redevelopment Plan (the “Redevelopment Plan”) for the Cedarbridge Redevelopment Area pursuant to the LRHL; and

WHEREAS, the Cedarbridge Redevelopment Area includes Block 961, Lot 2.13 (the “Property”); and

            WHEREAS, the Township and Cedarbridge Development Urban Renewal Corporation, the predecessor-in-interest to Cedarbridge Development LLC (“Cedarbridge LLC”) entered into a certain Option Agreement dated June 1, 2000, as amended (the “Option Agreement”), pursuant to which the Township agreed to sell to Cedarbridge LLC, and Cedarbridge LLC agreed to purchase from the Township and redevelop, certain portions of the Cedarbridge Redevelopment Area, including the Property, in accordance the Redevelopment Plan; and

            WHEREAS, Cedarbridge LLC, as permitted by the Option Agreement, has entered into an agreement of sale dated as of December 16, 2021 (as may be amended, the “Acquisition Agreement”) with TOWER FIVE EQUITY LLC (“Purchaser”), which provides for the acquisition by Purchaser of the Property and its redevelopment thereof with a commercial office building(s), along with associated parking and site improvements (“Project”); and

            WHEREAS, the Acquisition Agreement requires Purchaser, as the future owner of the Property, to be designated by the Township as successor redeveloper of the Property; and

            WHEREAS, Township has the power under LRHL to designate a successor redeveloper for the Property; and

            WHEREAS, the Township finds that the development of the Project on the Property will be consistent with the Redevelopment Plan.

BE IT RESOLVED by the Township Committee of the Township of Lakewood, County of Ocean, State of New Jersey that (i) it consents to the sale of the Property by Cedarbridge LLC to TOWER FIVE EQUITY LLC; and (ii) TOWER FIVE EQUITY LLC, be and hereby is designated to serve as successor redeveloper of Block 961, Lot 2.13, subject to the following terms and conditions: 

            1.         That the Mayor and/or Deputy Mayor are hereby authorized to execute, and the Township Clerk is authorized to attest to the execution of, a deed and such other documents as may be necessary and/or appropriate to transfer and convey fee simple title to Block 961.01, Lot 3 to Cedarbridge Development, LLC.

2.         Purchaser has the exclusive right to perform development and redevelopment activities on the Property in connection with the Project, under the framework and in accordance with the terms of this Resolution, the Option Agreement, the Redevelopment Plan, and all federal, state and local laws, ordinances, approvals, rules, regulations statutes, permits, resolutions, judgments, orders, decrees, directives, interpretations, standards, licenses and other similar requirements applicable thereto, including but not limited to, the LRHL; the Municipal Land Use Law, N.J.S.A. 40:55D -1 et seq.; the Unified Development Ordinance of the Township of Lakewood, as and to the extent applicable pursuant to the terms of the Redevelopment Plan; relevant construction codes including construction codes governing access for people with disabilities; and all other applicable federal, state or local zoning, land use, environmental, health and safety laws, ordinances, rules and regulations.

3.         Purchaser acquires title to the Property in accordance with the terms and conditions of the Acquisition Agreement. 

4.         Following the issuance of all required certificates of occupancy and the satisfaction of the terms and conditions of this Resolution and the Redevelopment Plan with respect to the Project by Purchaser, and upon receipt of a Notice of Completion from Purchaser, the Township will issue a Certificate of Completion, in proper form for recording, which shall acknowledge that Purchaser has performed all of its duties and obligations under this Resolution and has completed construction of the Project in accordance with the requirements of applicable approvals and the Redevelopment Plan. Within thirty (30) days after receipt of the Notice of Completion from Purchaser, the Township shall provide Purchaser with the Certificate of Completion or a written statement setting forth in detail the reasons why it believes that Purchaser has failed to complete the Project in accordance with the provisions of this Resolution and what reasonable measures or acts will be necessary in the opinion of the Township in order for Purchaser to be entitled to the Certificate of Completion. When issued, the Certificate of Completion shall constitute a recordable, conclusive determination of the satisfaction and termination of with respect to the obligations of Purchaser to construct the Project under the Redevelopment Plan. For the avoidance of doubt, the issuance of a Certificate of Completion shall be conclusive evidence that the conditions determined to exist at the time the Property was determined to be an area in need of redevelopment, shall be deemed to no longer exist with respect to the Property (or that portion of the Property upon which a completed phase is located). The land and improvements which are the subject of the Certificate of Completion shall no longer be subject to (i) any covenant running with that portion of the land covered by the applicable Certificate of Completion, and (ii) eminent domain for purposes of redevelopment as a result of those determinations, if applicable.

5.         Purchaser must commence construction of the Project within eighteen (18) months from the date of closing under the Acquisition Agreement, and complete the Project (or be in the process of construction thereof) no later than forty (40) months following the date of closing under the Acquisition Agreement.

6.         Until the Project is complete and the Township has issued a Certificate of Completion, Purchaser may not transfer title to the Property or the Project without the written consent of the Township as required by the LRHL.

BE IT FURTHER RESOLVED, that the Township Clerk shall provide a copy of this Resolution to the following.

1. Township Manager

2. Township Engineer

3. Director of Code Enforcement

4. Chief Financial Officer

5. Tower Five Equity LLC