Title
Dept/ Agency: Economic and Housing Development
Action: ( ) Ratifying (X) Authorizing ( ) Amending
Type of Service: Subordination Agreement
Purpose: To provide Subordinate City’s Reverter Rights to the lien of a mortgage for property conveyed by the City to a non-profit to permit refinancing of redevelopment loans.
Entity Name: Newark Community Health Centers, Inc.
Entity Address: 741 Broadway, Newark, New Jersey 07104
Lender’s Name: Bank of America, N.A.
Lender’s Address: Gateway Village - 900 Building, 900 W. Trade Street, Charlotte, North Carolina 28255
Contract Period: Not Applicable
Contract Basis: ( ) Bid ( ) State Vendor ( ) Prof. Ser. ( ) EUS
( ) Fair & Open ( ) No Reportable Contributions ( ) RFP ( ) RFQ
( ) Private Sale ( ) Grant ( ) Sub-recipient (X) n/a
List of Property: (If applicable)
(Address/Block/Lot/Ward)
737-745 Broadway/Block 772/ Lot 1/North Ward
747-749 Broadway/Block 772/Lot 6/North Ward
57 Grafton Avenue/Block 772/Lot 56/North Ward
Additional Information:
The sale of property was made pursuant to Ordinance 6PSF-f, adopted on June 2, 2010 to be used as a non-profit Federally Qualified Healthcare Center.
Resolution 7R3-c adopted on June 17, 2015 authorized the subordination of the City’s reverter rights to permit financing necessary to significantly rehabilitate the property.
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WHEREAS, pursuant to Ordinance 6PSF-f adopted on June 2, 2010, the Municipal Council authorized the Mayor of the City of Newark and/or his designee, the Deputy Mayor/Director of the Department of Economic and Housing Development to enter into an agreement for the sale and redevelopment of City- owned property located at 737-745 Broadway, 747-749 Broadway and 57 Grafton Avenue, identified on the Official Tax Maps of the City of Newark, as Block 772, Lots 1, 6 and 56 (the “Property”) to Newark Community Health Centers, Inc., 741 Broadway, Newark, New Jersey 07104 (NCHC) for use as a Federally Qualified Health Center; and
WHEREAS, such sale was authorized pursuant to N.J.S.A. 40A:12-21(c) which requires that such conveyance be subject to the condition that the NCHC use the Property as a non-profit hospital, and should the NCHC cease such use, that title to the Property revert back to the City (the “Reverter Right”); and
WHEREAS, NCHC borrowed monies from The Reinvestment Fund, Inc. in the amount of $5,227,000.00 to assist with funding the costs of completing the Project (the “Reinvestment Fund Loan”); and
WHEREAS, NCHC acquired the property from the City by deed dated September 24, 2012 and recorded with Essex County Register’s Office on September 28, 2012 through instrument 12081072 and began construction of significant improvements to the Property; and
WHEREAS, Bank of America, N.A., (the “Lender”) made a loan (the “2015 Loan”) to NCHC in the principal amount of $5,227,000.00 to assist NCHC in refinancing monies initially borrowed from The Reinvestment Fund, Inc., to develop the Project, which Loan was evidenced by a Promissory Note in the principal amount of $5,227,000.00 from NCHC to the Lender, and secured by a mortgage on the Property; and
WHEREAS, as a condition of the 2015 Loan, Bank of America, N.A. requested that the City subordinate the Reverter Right to the lien of the mortgage to be granted by NCHC to the Lender; and
WHEREAS, on June 17, 2015, the Municipal Council adopted Resolution 7R3-c, which authorized the Mayor of the City of Newark and/or his designee, the Deputy Mayor/Director of the Department of Economic and Housing Development to enter into a subordination agreement subordinating the City’s Right of Reverter to the 2015 Loan, which Subordination Agreement was recorded with the Essex County Registrar’s office on July 24, 2015 in Book 12566, Page 4621; and
WHEREAS, the Bank of America, N.A. is making a new loan (“Second Loan”) to the NCHC in the principal amount of $4,781,841.00 to assist NCHC in refinancing the 2015 Loan, which will be evidenced by a Promissory Note in the amount of $4,781,841.00 from NCHC to Bank of America, N.A. and will be secured by a mortgage on the Property; and
WHEREAS, as a condition of the Second Loan, the Bank of America, N.A. has requested that the City of Newark subordinate its Right of Reverter to the mortgage and the Lender’s rights thereunder, to the extent set forth in the Subordination Agreement attached hereto as Exhibit A; and
WHEREAS, pursuant to N.J.S.A. 40:60-51.2, “Any municipality is authorized and empowered, by resolution of the Governing Body thereof, to waive, release, modify or subordinate any terms, covenants, conditions, limitations or reverters imposed in sales and conveyances of lands as to the erection, alteration or demolition of buildings or any other use to be made of land heretofore imposed by said municipality to accomplish the purposes for which such lands were sold and conveyed either at public or private sale made prior to January 1, 1990, but only after public hearing held before such Governing Body, of the holding of which notice describing the lands in question, and the terms, covenants, conditions, limitations or reverters to be waived, released, modified or subordinated, and, if to be modified or subordinated, describing the manner in which the same shall be modified or subordinated, shall first have been given by advertisement published once each week for two weeks in a newspaper published in said municipality or, if no newspaper be published therein, then in a newspaper circulating in such municipality, provided, however, that the power herein granted shall not be exercised to impair any vested or contractual rights of third parties”; and
WHEREAS, the Mayor of the City of Newark and/or his designee, the Deputy Mayor/Director of the Department of Economic and Housing Development believes the Project is in the best interests of the City and recommend a modification to the Right of Reverter contained in the Agreement for the sale of the Property, so as to accomplish the Project.
NOW, THEREFORE, BE IT RESOLVED BY THE MUNICIPAL COUNCIL OF THE CITY OF NEWARK, NEW JERSEY, THAT:
1. The Mayor of the City of Newark and/or his designee, the Deputy Mayor/Director of the Department of Economic and Housing Development, are hereby authorized to enter into and execute a Subordination Agreement with the Bank of America, N.A., Gateway Village - 900 Building, 900 W. Trade Street, Charlotte, North Carolina 28255, and Newark Community Health Centers, Inc., 741 Broadway, Newark, New Jersey 07104 in form attached hereto related to the property located 737-745 Broadway, 747-749 Broadway and 57 Grafton Avenue, identified on the Official Tax Maps of the City of Newark as Block 772, Lots 1, 6 and 56, which are located in the North Ward to permit the refinancing of loans obtained to fund significant improvements to the Property and expanding the healthcare services provided as a non-profit hospital to the residents of the City of Newark.
2. Notice in accordance with N.J.S.A. 40:60-51.1 of the subordination of the City’s Reverter Rights to the Property has been duly given by the publication of this resolution as required by law.
3. The Deputy Mayor/Director of the Department of Economic and Housing Development shall place a filed copy of the fully executed Subordination Agreement with the Office of City Clerk.
4. All other terms and conditions of the Agreement for the Sale and Redevelopment of Land authorized by and entered into pursuant to Ordinance 6PSF-F adopted on June 2, 2010, shall remain in full force and effect.
STATEMENT
This Resolution, in accordance with N.J.S.A. 40:60-51.1, authorizes the Mayor of the City of Newark and/or Deputy Mayor/Director of the Department of Economic and Housing Development, to subordinate the City’s Reverter Rights to permit the refinancing of loans obtained to fund significant improvements to the Property located 737-749 Broadway and 57 Grafton Avenue, Newark, New Jersey, 07104 as shown on the Official Tax Map of the City as Block 772, Lots 1, 6 and 56, located in the North Ward, for use as a non-profit federally qualified health care center.