EXHIBIT 3.121
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
700 GROVE STREET URBAN RENEWAL LLC
This Amended and Restated Limited Liability Company Operating
Agreement (the "Agreement"), is effective as of this 19th day of March, 2004 by
Toll Grove LP, a New Jersey limited partnership.
WHEREAS, 700 Grove Street Urban Renewal LLC (the "Company")
was formed on May 30, 2002 upon the filing of the Certificate of Formation in
the Office of the State Treasurer of New Jersey.
WHEREAS, Toll Grove LP acquired 100% of the membership
interest of the Company on March 18, 2004 and now desires to amend and restate
the Company's operating agreement.
NOW THEREFORE, Toll Grove LP, by execution of this Agreement,
hereby continues the Company as a limited liability company pursuant to the New
Jersey Limited Liability Company Act, as amended from time to time (the "Act"),
and the New Jersey Long Term Tax Exemption Law, as amended and supplemented (the
"Law"), upon the following terms and conditions:
1. DEFINITIONS. For the purposes of this Agreement, the following terms
shall have the following meanings:
"Financial Agreement" means an agreement entered into between the City
of Jersey City and the Company in connection with a tax abatement
granted to the Project under the Law and authorized pursuant to City
Ordinance #02-082 and Ordinance #03-154, including any amendments
thereto entered after the date hereof.
"Jersey City" means the City of Jersey City.
"Land" means that certain parcel of land more particularly described in
EXHIBIT C attached hereto and made a part hereof.
"Project" means the Land and the improvements to be built thereon and
all other on-site or off-site improvements required or desired in
connection with the foregoing.
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2. NAME. The name of the limited liability company is "700 Grove Street
Urban Renewal LLC".
3. REGISTERED OFFICE. The address of the registered office of the Company
in the State of New Jersey is c/o New Jersey Corporate Services, Inc.,
51 Haddonfield Road, Suite 340, Cherry Hill, New Jersey 08002.
4. REGISTERED AGENT. The name and address of the registered agent of the
Company for service of process on the Company in the State of New
Jersey are New Jersey Corporate Services, Inc., 51 Haddonfield Road,
Suite 340, Cherry Hill, New Jersey 08002.
5. FISCAL YEAR. The fiscal year of the Company (the "fiscal year") shall
end on the fiscal year end required for U.S. federal income tax
purposes. Toll Grove LP is authorized to make all elections for tax or
other purposes as they may deem necessary or appropriate in such
connection, including the establishment and implementation of
transition periods.
6. PURPOSE. The purpose for which the Company is organized is to operate
under the Law and to initiate and conduct projects for the
redevelopment of a redevelopment area pursuant to a redevelopment plan,
or projects necessary, useful or convenient for the relocation of
residents displaced or to be displaced by the redevelopment of all or
part of one or more redevelopment areas, or low and moderate income
housing projects, and, when authorized by financial agreement with the
municipality, to acquire, plan, develop, construct, alter, maintain or
operate housing, senior citizen housing, business, industrial,
commercial, administrative, community, health, recreational,
educational or welfare projects, or any combination of two or more of
these types of improvements in a single project, under such conditions
as to the use, management and control as regulated pursuant to the Law.
7. SINGLE PURPOSE. So long as the Company is obligated under the Financial
Agreement, it shall engage in no business other than the ownership,
operation and management of the Project described in the Financial
Agreement.
8. LIMITATIONS. The Company has been formed to serve a public purpose. Its
operations shall be directed toward: (1) the redevelopment of
redevelopment areas; and (2) the acquisition, management and operation
of a project, redevelopment relocation housing project, or low and
moderate income housing project under the Law. The Company shall be
subject to regulation by the City of Jersey City and to a limitation on
profits or dividends for so long as it remains the owner of a project
subject to the Law.
9. MEMBER.
(i) The mailing address of Toll Grove LP, the sole
member, is set forth on EXHIBIT A attached to this Agreement.
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(ii) Toll Grove LP shall not transfer its interest,
or a portion of its interest, in the Company if the transfer would
violate the Law or the Financial Agreement.
10. DESIGNATION OF MANAGERS.
(i) Toll Grove LP hereby agrees that the
responsibility for managing the business and affairs of the Company
shall be delegated to three (3) managers (each of such managers of the
Company being hereinafter referred to individually as a "Manager" and
collectively as the "Board") and hereby consents to the election of
Robert I. Toll, Zvi Barzilay, and Joel H. Rassman as Managers of the
Company. Robert I. Toll shall be designated as Chairman of the Board.
(ii) The Managers shall serve and continue in such
office throughout the entire term of the Company unless sooner removed
by written action of Toll Grove LP, by operation of law, by order or
decree of any court of competent jurisdiction, or by voluntary
resignation of a Manager.
(iii) In the event of the resignation, removal or
termination for any reason whatsoever of a Manager, the written consent
of Toll Grove LP shall be required to designate a new manager.
(iv) The Board shall in each case act by a majority
of Managers in office. The Board is hereby authorized to appoint one or
more officers of the Company (each, an "Officer"), including, without
limitation, a President, a Secretary, one or more Vice Presidents and
one or more Assistant Secretaries and Assistant Vice Presidents. Each
such Officer shall have delegated to him or her the authority and power
to execute and deliver on behalf of the Company any and all such
contracts, certificates, agreements, instruments and other documents,
and to take any such action, as the Board deems necessary or
appropriate, all as may be set forth in a written delegation of
authority executed by the Board. The Officers shall serve at the
pleasure of the Board, and the Board may remove any person as an
Officer and/or appoint additional persons as Officers, as the Board
deems necessary or desirable. Any person or entity dealing with the
Company may conclusively presume that an Officer specified in such a
written delegation of authority who executes a contract, certificate,
agreement, instrument or other document on behalf of the Company has
the full power and authority to do so and each such document shall, for
all purposes, be duly authorized, executed and delivered by the Company
upon execution by such Officer. By execution hereof, Toll Grove LP
hereby appoints as the initial Officers the persons specified in
EXHIBIT B attached hereto, who shall hold the office set forth opposite
his or her name.
11. POWERS. The Company shall have the following powers:
A. Subject to the limitations or prohibitions set forth in the
Law, engage in any lawful activities whatsoever, or which
shall at any time appear conducive to or expedient either for
the protection or benefit of the Company and its assets or to
further the purpose of the Company; and
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B. Subject to the limitations or prohibitions set forth in the
Law, lease, manage, operate and otherwise deal with the Land
and the Project and all interests and other assets owned by
the Company; and
C. Subject to the limitations or prohibitions set forth in the
Law, to borrow money for Company purposes and as security
therefore, to mortgage, pledge, hypothecate or encumber the
Project or all or any part of Company property, in such
amounts and upon such terms and conditions and for such uses
and purposes as it deems proper, and to repay, in whole or in
part, all such uses and purposes as it deems proper, and to
repay, in whole or in part, all such loans out of Company
funds as when Toll Grove LP shall see fit; and
D. Subject to the limitations or prohibitions set forth in the
Law, to develop, or cause or permit to be developed, the Land
and any part thereof, in such a manner as the Managers deem
appropriate; and
E. Subject to the limitations or prohibitions set forth in the
Law, to cause the execution and delivery of all agreements
required by all applicable authorities that have jurisdiction
over the Land or the Project; and
F. Subject to the limitations or prohibitions set forth in the
Law, exercise all powers necessary to or reasonably connected
with the Company's business which may be legally exercised by
limited liability companies under the Act; and
G. Subject to the limitations or prohibitions set forth in the
Law, engage in all activities necessary, customary, convenient
or incidental to the foregoing.
12. OTHER SPECIAL PROVISIONS. (a) The Company is subject to the provisions
of Section 18 of P.L. 1991, C. 431 (c. 40A:20-18), respecting the
powers of Jersey City to alleviate financial difficulties of the
Company or to perform actions on behalf of the Company upon a
determination of a financial emergency.
13. EXCULPATION AND INDEMNIFICATION. In the event that Toll Grove LP, or
any of its direct or indirect partners, directors, officers,
stockholders, employees, agents, affiliates or controlling persons,
including, without limitation, any Manager or Officer (collectively,
the "Indemnified Persons", each, including such Member, an "Indemnified
Person"), becomes involved, in any capacity, in any threatened, pending
or completed, action, proceeding or investigation, in connection with
any matter arising out of or relating to the Company's business or
affairs, the Company will periodically reimburse such Indemnified
Person for its legal and other expenses (including the cost of any
investigation and preparation) incurred in connection therewith,
provided that such Indemnified Person shall promptly repay to the
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Company the amount of any such reimbursed expenses paid to it if it
shall ultimately be determined that such Indemnified Person is not
entitled to be indemnified by the Company in connection with such
action, proceeding or investigation as provided in the exception
contained in the next succeeding sentence. To the fullest extent
permitted by law, the Company also will indemnify and hold harmless an
Indemnified Person against any losses, claims, damages, liabilities,
obligations, penalties, actions, judgments, suits, proceedings, costs,
expenses and disbursements of any kind or nature whatsoever
(collectively, "Costs"), to which such an Indemnified Person may become
subject in connection with any matter arising out of or in connection
with the Company's business or affairs, except to the extent that any
such Costs result solely from the willful misfeasance, gross negligence
or bad faith of such Indemnified Person. If for any reason (other than
the willful misfeasance, gross negligence, or bad faith of such
Indemnified Person) the foregoing indemnification is unavailable to
such Indemnified Person, or insufficient to hold it harmless, then the
Company shall contribute to the amount paid or payable by such
Indemnified Person as a result of such Costs in such proportion as is
appropriate to reflect not only the relative benefits received by the
Company on the one hand and such Indemnified Person on the other hand
but also the relative fault of the Company and such Indemnified Person,
as well as any relevant equitable considerations. The reimbursement,
indemnity and contribution obligations of the Company under this
Section 9 shall be in addition to any liability which the Company may
otherwise have to any Indemnified Person and shall be binding upon and
inure to the benefit of any successors, assigns, heirs and personal
representatives of the Company and any Indemnified Person. The
reimbursement, indemnity and contribution obligations of the Company
under this Section 9 shall be limited to the Company's assets, and no
Member shall have any personal liability on account thereof. The
foregoing provisions shall survive any termination of this Agreement.
14. ADMISSION. Toll Grove LP is hereby deemed admitted as the sole member
of the Company upon its execution and delivery of this Agreement.
15. ALLOCATION OF PROFITS AND LOSSES. The Company's profits and losses
shall be allocated to Toll Grove LP, as sole member.
16. DISTRIBUTIONS. Distributions shall be made to Toll Grove LP, as sole
member.
17. LIMITED LIABILITY. Except as otherwise provided by the Act, the debts,
obligations and liabilities of the Company, whether arising in
contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of the Company, and neither the sole member nor any
affiliate, director, officer, partner or controlling person of the sole
member shall be obligated personally for any such debt, obligation or
liability of the Company.
18. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
UNDER, THE LAWS OF THE STATE OF NEW JERSEY, ALL RIGHTS AND REMEDIES
BEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT
OF LAWS.
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19. AMENDMENTS. This Agreement may not be modified, altered, supplemented
or amended except pursuant to a written agreement executed and
delivered by Toll Grove LP.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Agreement as of the date first above written.
TOLL GROVE LP
SOLE MEMBER
BY: TOLL LAND CORP. NO. 10
ITS GENERAL PARTNER
By:
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Kenneth J. Gary
Senior Vice President
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