To the editor:

I thought TAPinto readers might be interested in knowing a little about the agreement between the Flemington tax payers, as entered into by their government, and the appointed redeveloper of the central area of Flemington, including the Union Hotel.

The full analysis can be read on my website and the full agreement is on the borough’s website.

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I reflect below on two high points of the agreement.

Does the redeveloper own the liquor license?

Page 38 addresses the requirement of a liquor license for use with the hotel and restaurant part of the project. It notes that the redeveloper has secured a liquor license. The question raised, here, but not in the agreement, is: Is the license in the name of the redeveloper or is it in the name of one of the principals of the redeveloper? This paragraph of the agreement also provides that these provisions relating to the liquor license will not survive the termination of this agreement. This leaves open the question of whether the license should be transferred to the party to this agreement now, making it among the assets of the redeveloper that can be looked to in the event claims are presented. It should.

The most critical provision is on page 31 and contains a most critical paragraph entitled “Limitation of Liability” which says, “The Parties agree that if an Event of Default occurs, the Parties shall look solely to the Parties hereto and/or their respective property interest in the Project for the recovery of any judgment or damages, and agree that no member, manager, officer, principal, employee, representative or other person affiliated with such party shall be personally liable for any such judgment or damages. In no event shall either Party be responsible for any consequential or punitive damages.”

Of course this paragraph means that the borough is not relying on the character or deep pockets of any individual, but only relies on the newly formed limited liability company that has no experience, to execute, finance, and carry out this project. Such a provision raises the issue of the extent to which the leadership of Flemington has investigated the ability of the party to this agreement to carry out the terms of this agreement. 

Lee Roth