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Resolution of the Mayor and Council of the Municipality of Princeton Authorizing the Execution of a Letter of Intent with McCarter Theatre Company, a New Jersey Nonprofit Corporation, for the Sale and Purchase of a Portion of the Property Located at 101 Walnut Street, Princeton and designated as Block 31.01, Lot 105 on the Municipal Tax Maps
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WHEREAS, the Municipality of Princeton (the “Municipality”) is the owner of the former Westminster Choir College campus and the improvements thereon, located at 101 Walnut Lane, Princeton, New Jersey, and designated on the municipal tax maps as Block 31.01, Lot 105 (the “Campus”); and
WHEREAS, the McCarter Theatre Company, a New Jersey nonprofit corporation that is recognized by the Internal Revenue Service as a 501(c)(3) organization (“McCarter”), desires to acquire a portion of the Campus (the “Property”); and
WHEREAS, McCarter intends to use the Property to expand its community arts education programs, artistic programs and performances, gatherings and events, in order to invite Princeton community members of all backgrounds to participate in arts learning and performance; as well as to support and provide temporary short-term lodging to guest artists and arts professionals associated with the company’s mission-driven work (the “Project”); and
WHEREAS, the Project is proposed to include the following on the Property: (a) the adaptive reuse of the Bristol Chapel with: a rehearsal space, arts education (including classrooms, a seminar room, lecture hall and practice room), administrative offices and a work area, production education and building support (all of which may be used to host community events for a fee); (b) the adaptive reuse of the Playhouse with a performance space, production support and building support (all of which may be used to host community events for a fee); and (c) adaptive reuse and new construction at the site of the Cottage building for short-term artist housing, which may also be used by short-term guests; and
WHEREAS, McCarter intends to submit an application to the New Jersey Economic Development Authority (the “EDA”) for tax credits pursuant to the EDA’s Cultural Arts Incentives (CAFE) Program to help fund said facility preservation, remediation, and improvements for the Project (the “EDA Application”); and
WHEREAS, McCarter is required to submit evidence of its ownership or its right to acquire the property that is the subject of the EDA Application; and
WHEREAS, McCarter, as required by the EDA Application, has requested the Municipality enter into a letter of intent to memorialize their respective rights and obligations with respect to the negotiation of a purchase and sale agreement (the “Purchase and Sale Agreement”) for the proposed sale and purchase of the Property; and
WHEREAS, the parties have negotiated a non-binding Letter of Intent to memorialize their respective rights and obligations with respect to the proposed sale and purchase of the Property (the “LOI”); and
WHEREAS, the parties have agreed upon a preliminary purchase price for the Property of $4,000,000.00, which is subject to adjustments in accordance with the terms and conditions of the LOI; and
WHEREAS, the parties recognize that, notwithstanding anything contained within the LOI to the contrary, the conveyance of the Property from the Municipality to McCarter requires the parties to negotiate the Purchase and Sale Agreement, which must be subsequently approved by ordinance adopted by the Mayor and Council of the Municipality of Princeton (the “Governing Body”); and
WHEREAS, the Governing Body desires to authorize the execution of the LOI, in substantially the form attached hereto as Exhibit A; and
WHEREAS, the Governing Body further desires to authorize the Mayor and Municipal Planner to submit correspondence, on the Municipality’s behalf, to the EDA in support of the EDA Application filed by McCarter.
NOW, THEREFORE, BE IT RESOLVED by the Council of Princeton, County of Mercer, State of New Jersey, as follows:
1. The Letter of Intent, in substantially the form attached hereto as Exhibit A, is approved. The Mayor is hereby authorized to execute, on the Municipality’s behalf, the Letter of Intent in substantially such form, with such editorial changes as the Mayor shall determine, in consultation with counsel, such determination to be conclusively evidenced by his execution of the Letter of Intent. The Municipal Clerk is hereby authorized and directed to attest to the execution of the Letter of Intent and to affix the corporate seal of the Municipality to the Letter of Intent.
2. The Mayor and Municipal Planner are further authorized to submit correspondence, on the Municipality’s behalf, to the EDA in support of the EDA Application filed by McCarter.
3. This Resolution shall take effect immediately.
4. The foregoing recitals are hereby incorporated by reference as if fully repeated herein.
5. A copy of this Resolution and the executed agreement shall be placed on file in the Clerk’s Office and shall be available for public inspection.
Exhibit A
Letter of Intent