Unassociated Document


  
     

    AMENDMENT
TO REDEVELOPER AGREEMENT

    


    BETWEEN TOWN OF KEARNY (“TOWN”)
AND DVL KEARNY HOLDINGS
LLC AND ITS SOLE MEMBER, DVL, INC.
(“REDEVELOPER”) FOR PROPERTY ALONG PASSAIC
AVENUE DESIGNATED AS BLOCK 15,
LOTS 7A, 7B, 8.01, 8B, 8.02 & 22A.

    


    The above
Redeveloper Agreement dated December 11, 2007, is amended as
follows:

    


    1.  The
attached Exhibits B, C and Schedule B-1 are hereby substituted for the Exhibits
B and C originally attached to the Redeveloper Agreement.

    


    2.  The dates in the following provisions
of the Redeveloper Agreement are amended as follows:

    a.  Section
2.05: the April 30, 2008 deadline for providing reports is hereby changed to
January 15, 2009;

    b.  Section
2.10(d): the January 31, 2008 deadline for filing of preliminary site plan
approval is hereby changed to provide for the filing of an application for
amended preliminary approval by December 22, 2008;

    c.  Section
2.11: the December 31, 2009 tolling extension deadline is hereby changed to May
1, 2011;

    d.  Section
3.01: the Term expiration date of December 31, 2009 is hereby changed to May 1,
2011;

    e.  Section
10.02: the April 30, 2008 date for binding leases is hereby changed to April 15,
2009;

    f.  Section
11.01: the December 31, 2009 term expiration date is hereby changed to May 1,
2011.

    


    3.  This
amendment shall not be effective unless and until Redeveloper replenishes the
Escrow Account held by the Town in accordance with Section 2.09 of the
Redeveloper Agreement.

    


    4.  All other provisions of the Redeveloper
Agreement remain in full force and effect.

     

    The parties have executed this
Amendment on the dates set forth on the attached
Acknowledgments

     

    
      	
              TOWN
      OF KEARNY

            	 
      	
              
                DVL
      KEARNY HOLDINGS LLC
by
      DVL, Inc., its sole member

              

            	 
      	
              DVL,
      INC.

            
	 	 	 	 	 
	
              By: 

            	/s/
      Alberto Santos 	 
      	
              By: 

            	/s/
      Alan
      Casnoff 	 
      	
              By: 

            	/s/
      Alan Casnoff 
	 	
              Alberto
      Santos, Mayor

            	 
      	 
      	      
              Alan
      Casnoff 

            	 
      	 
      	Alan
      Casnoff 


    

    


    Alan
Casnoff and Lawrence J. Cohen, the guarantors under the Redeveloper Agreement,
hereby acknowledge and confirm that their guarantee obligations continue with
respect to all aspects of the Redeveloper Agreement, as modified
herein.

     

    
    

     

    
      	/s/ Alan
      Casnoff 	 	/s/ Lawrence
      J. Cohen
	
              Alan
      Casnoff 

            	 	
              Lawrence
      J. Cohen

            


    

    
 

    
      
        
           


        

        
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              STATE
      OF NEW JERSEY

            	 
      	
              )

            
	 
      	 
      	
              )  ss:

            
	
              COUNTY
      OF HUDSON

            	 
      	
              )

            


    

    


    BE IT REMEMBERED, that on
the 24th day of December, 2008, before me, the subscriber, Gregory J.
Castano, an Attorney at Law of New Jersey, personally appeared Alberto G.
Santos, who being by me duly sworn on his oath, deposes and makes proof to my
satisfaction, that he is the Mayor of the Town of Kearny, a body corporate and
politic of the State of New Jersey; that the execution as well as making of this
Amendment to the Redeveloper Agreement, has been duly authorized by a proper
Resolution of the Town; and said Amendment to the Redeveloper Agreement was
signed and delivered by him in his capacity as Mayor and for the voluntary act
and deed of said Town, for the uses and purposes therein expressed.

     

    
      
        	 	 	/s/ Gregory J.
      Castano 
	
                 

              	 	
                
                  Gregory
      J. Castano, an Attorney at Law
of
      New Jersey

                

              


      

    

     

    


    
      
        
           


        

        
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    EXHIBIT
B

    


    DESCRIPTION
OF THE PROJECT

    


    The
Redevelopment Project consists of the following components (as further depicted
on the Concept Plans, but with square footage as set forth below).

    


    (A)           Building
#1: new construction of approximately 35,000 square feet (“sf”) of retail space
oriented in an east-west configuration on Passaic Avenue at the south of the
Project Area. Redeveloper has entered into a lease agreement for Building #1 for
use and occupancy by P.C. Richard’s. In the event P.C. Richards does not occupy
Building #1, then Redeveloper shall make best efforts to lease Building #1 for
use and occupancy by one or more retail establishments which may be nationally
or regionally based and as may generally be found in a Class A outdoor shopping
center, as shown on Schedule B-1 attached hereto. Redeveloper agrees it will not
lease to a business not listed on Schedule B-1 without the prior approval of the
Town.

    


    (B)           Building
#2: new construction of approximately 67,500 sf of retail space (one story)
oriented in a north-south configuration located to the north and east of
Building #1. Redeveloper shall make best efforts to lease a portion of Building
#2 for use and occupancy by Staples, which has indicated a willingness to lease
approximately 19,000 sf of space in Building #2 and negotiations for execution
of a lease are ongoing. In addition to or in lieu of Staples (in the event
Staples does not sign a lease), then Redeveloper shall lease space in Building
#2 to one or more retail establishments which may be nationally or regionally
based and as may generally be found in a Class A outdoor shopping center, as
shown on Schedule B-l attached hereto. Redeveloper agrees it will not lease to a
business not listed on Schedule B-1 without the prior approval of the
Town.

    


    (C)           Building
#3: new construction of approximately 12,900 sf of retail space on Passaic
Avenue located to the north and west of Building #2 and to the north of Building
#1. Redeveloper shall make best efforts to lease Building #3 for use and
occupancy by one or more retail establishments which may be nationally or
regionally based and as may generally be found in a Class A outdoor shopping
center, as shown on Schedule B-1 attached hereto. Redeveloper agrees it will not
lease to a business not listed on Schedule B-1 without the prior approval of the
Town.

    


    (D)           Building
#4: new construction of approximately 6,400 sf of retail space in an east-west
configuration to be located on Passaic Avenue at the northwestern portion of the
Project Area near Bergen Avenue. Redeveloper has entered into a lease of
Building #4 for use and occupancy by Longhorn Restaurant. In the event Longhorn
Restaurant does not occupy Building #4, then Redeveloper shall make best efforts
to lease Building #4 to another sit down restaurant, which tenant shall be
subject to the approval of the Town.

    


    (E)           Building
#5: new construction of approximately 2,500 sf of retail space on Passaic Avenue
at the intersection of Bergen Avenue. Building #5 shall be leased to a sit-down
restaurant establishment, which tenant shall be subject to the approval of the
Town.

    


    (F)           Building
#11: new construction of approximately 4,000 sf of retail space on Passaic
Avenue directly to the north of Building #3. Building #11 shall be leased to a
sit-down restaurant or to a national or regional retail establishment as may
generally be found in a Class A outdoor shopping center, as shown on Schedule
B-1 attached hereto. Redeveloper agrees it will not lease to a business not
listed on Schedule B-1 without the prior approval of the Town.

    


    
      
        
           


        

        
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    (G)           New
landscaped parking lot of approximately 580 spaces for retail tenants of
Building #1, Building #2 and Building #3.

    


    (H)           Improvements
to existing 694 space parking lot for Kmart and Modell’s/Dress Barn, including
the introduction of landscaping, new light fixtures, and paving.

    


    (I)           Streetscape
and landscaping improvements on Passaic Avenue along full length of Project
area.

    


    (J)           Three
entrance drives to Project Area, the southern-most drive to be shared with the
existing supermarket located to the south of the Project area.

    


    (K)           Construction
of a “gateway” entrance with decorative paving at Passaic Avenue and Bergen
Avenue.

    


    (L)           Construction
of one or more pedestrian crossings on Passaic Avenue to link the Redevelopment
Project to pathways to a waterfront park along a portion of the Passaic
River.

    


    NOTE: If
Redeveloper fails to enter into leases by April 15, 2009 for Buildings #1 and
#2, such failure shall be an event of default by the Redeveloper, in which event
the Town shall have all rights and remedies provided under this Agreement,
including the right to terminate this Agreement and all of Redeveloper’s rights
hereunder

    


    
      
        
           


        

        
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    SCHEDULE
B-1

    


    
      	
              •

            	
              Petsmart

            	
              Cycle
      Gear

            
	
              •

            	
              Old
      Navy

            	
              Crème
      de la Crème

            
	
              •

            	
              Lowe’s

            	
              Jared

            
	
              •

            	
              Gap

            	
              Verizon
      Wireless

            
	
              •

            	
              Banana
      Republic

            	
              Payless

            
	
              •

            	
              Fashion
      Bug

            	
              Martin
      & Osa

            
	
              •

            	
              The
      Little Gym

            	
              Filene’s
      Basement

            
	
              •

            	
              Party
      City

            	
              Peebles

            
	
              •

            	
              Home
      Goods

            	
              AutoZone

            
	
              •

            	
              Marshalls
      [subsidiary only]

            	
              ULTA

            
	
              •

            	
              K&G
      Superstore

            	
              AT&T

            
	
              •

            	
              A.J.
      Wright

            	
              Borders

            
	
              •

            	
              Lane
      Bryant

            	
              Lens
      Crafters

            
	
              •

            	
              Victoria’s
      Secret

            	
              Trader
      Joes

            
	
              •

            	
              T.J.
      Maxx

            	
              Bath
      & Body Works

            
	
              •

            	
              Costco

            	
              Foot
      Solutions

            
	
              •

            	
              Blue
      Tulip

            	
              American
      Eagle Outfitters

            
	
              •

            	
              DSW

            	
              Aerosoles

            
	
              •

            	
              Men’s
      Warehouse

            	
              Famous
      Footwear

            
	
              •

            	
              Michaels

            	
              Bed
      Bath and Beyond

            
	
              •

            	
              Babies
      R Us

            	
              Burlington
      Coat

            
	
              •

            	
              Buy
      Buy Baby

            	
              Joyce
      Leslie

            
	
              •

            	
              Mother
      Load

            	
              Walgreens

            
	
              •

            	
              Belly

            	
              Export
      Fitness

            
	
              •

            	
              Gymboree

            	
              Toys-R-Us

            
	
              •

            	
              Hallmark

            	
              TCBY

            
	
              •

            	
              AC
      Moore

            	
              Cold
      Stone Creamery

            
	
              •

            	
              Pottery
      Barn

            	
              Chipolte

            
	
              •

            	
              LA
      Fitness

            	
              Barnes
      & Noble

            
	
              •

            	
              Staples

            	
              Panera
      Bread

            
	
              •

            	
              Anna’s
      Linens

            	
              Best
      Buy

            
	
              •

            	
              Petco

            	 
      
	
              •

            	
              Pier
      1

            	 
      
	
              •

            	
              Family
      Christian Stores

            	 
      


    

     

    
      
        
        

      

      
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    EXHIBIT
C

    


    DETAILED
CONSTRUCTION SCHEDULE

    


    
      	 
      	
              Milestone

            	
              Completion
      Date

            
	
              1.

            	
              RDA
      Execution/Plan Amendment approval

            	
              December
      11,
      2007

            
	
              2.

            	
              Site
      Plan Application (Prelim. for all Bldgs)

            	
              March
      26, 2008

            
	
              3.

            	
              Site
      Plan Approval (Prelim. for all Bldgs.)

            	
              September
      3, 2008 (awaiting resolution of memorialization)

            
	
              3A.

            	
              Amended
      Preliminary Site Plan Application (for all Bldgs.)

            	
              December
      22, 2008

            
	
              3B.

            	
              Amended
      Preliminary Site Plan Approval (for all Bldgs.)

            	
              March
      31, 2009

            
	
              4.

            	
              Final
      Site Plan Application (all Bldgs.)

            	
              April
      30, 2009

            
	
              4A.

            	
              Final
      Site Plan Approval (all Bldgs.)

            	
              August
      1, 2009

            
	
              5.

            	
              Commence
      Demolition (Bldgs. 1, 2 & 3) and Construction

            	
              October
      15, 2009

            
	
              6.

            	
              Substantial
      Completion of Buildings #1 and #2 (TCO/CO).

            	
              December
      31, 2010

            
	
              7.

            	
              Substantial
      or near completion of buildings other than Buildings #1 and
      #2.

            	
              May
      1, 2011

            
	
              8.

            	
              Completion
      of Passaic Avenue Improvements

            	
              Upon
      Building completion, phased in three sections (Bldgs. 1, 2, 3) (Bldgs. 4,
      5) (Bldg. 11) or earlier if required by Town or County Planning Board
      approvals.

            


    

    


    *Note: If
Redeveloper is precluded from commencing construction by the dates indicated due
to weather conditions, the failure to meet the commencement of construction
shall not be a default if the Redeveloper demonstrates to the reasonable
satisfaction of the Town that it will nevertheless be able to meet the
deadline(s) for completion of construction.

    


     

    
      
        
        

      

      
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