MEPT JOURNAL SQUARE URBAN RENEWAL, LLC VS. THE CITY OF JERSEY CITY (L-3177-15, HUDSON COUNTY AND STATEWIDE) , 455 N.J. Super. 608 ( 2018 )


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  •                 NOT FOR PUBLICATION WITHOUT THE
    APPROVAL OF THE APPELLATE DIVISION
    SUPERIOR COURT OF NEW JERSEY
    APPELLATE DIVISION
    DOCKET NO. A-2281-16T4
    MEPT JOURNAL SQUARE URBAN
    RENEWAL, LLC, MEPT JOURNAL
    SQUARE TOWER NORTH URBAN           APPROVED FOR PUBLICATION
    RENEWAL, LLC, and MEPT JOURNAL
    SQUARE TOWER SOUTH URBAN                August 9, 2018
    RENEWAL, LLC,
    APPELLATE DIVISION
    Plaintiffs-Respondents,
    v.
    THE CITY OF JERSEY CITY,
    Defendant-Appellant.
    _______________________________________
    Argued January 17, 2018 – Decided August 9, 2018
    Before Judges Fuentes, Manahan and Suter.
    On appeal from Superior Court of New Jersey,
    Law Division, Hudson County, Docket No.
    L-3177-15.
    Vijayant Pawar argued the cause for
    appellant (Pawar Gilgallon & Rudy, LLC,
    attorneys; Vijayant Pawar, on the brief).
    Lawrence Bluestone argued the cause for
    respondents (Genova Burns, LLC, attorneys;
    Jennifer Borek, of counsel and on the brief;
    Michael C. McQueeny, on the brief).
    Adam M. Gordon argued the cause for amicus
    curiae Fair Share Housing Center (Fair Share
    Housing Center, attorneys; Kevin D. Walsh
    and Adam M. Gordon, on the brief).
    The opinion of the court was delivered by
    FUENTES, P.J.A.D.
    In     this      appeal,   this   court      must     determine   whether    a
    municipality may condition the grant of tax abatements pursuant
    to the Long Term Tax Exemption Law (LTTEL), N.J.S.A. 40A:20-1 to
    -22, upon three urban renewal entities1 making a prepayment of two
    million dollars, characterized as "a portion" of the Annual Service
    Charge the entities would pay in lieu of property taxes after the
    project was completed.          The three urban renewal entities and the
    municipality agreed to this arrangement in Prepayment Agreements
    that were subsequently approved by the municipality's governing
    body in a resolution and expressly made part of the ordinance
    approving       the   tax   abatements.         These    Prepayment    Agreements
    predated the Financial Agreements that otherwise memorialized the
    terms of the tax abatements granted by the municipality.
    We are also asked to determine the validity of a provision
    in the Financial Agreements that required the three urban renewal
    entities to pay a combined $710,769 initial contribution to the
    municipality's Affordable Housing Trust Fund (AHTF).                     However,
    unlike    the    two-million     dollar       prepayment    required   under     the
    1
    See N.J.S.A. 40A:20-3(g) and N.J.S.A. 40A:20-5, which limit the
    operations of urban renewal entities and requires them to mitigate
    the harm caused to people displaced or affected by the project.
    2                              A-2281-16T4
    combined three Prepayment Agreements, the AHTF was part of the
    Financial Agreements and was based on a $1500 per unit basis for
    the two residential redevelopment projects that would construct a
    total of 1615 residential units, and a $1.50 per square foot basis
    for the commercial project, based on a gross, not leasable, square
    footage of 280,385.        Furthermore, the total AHTF contribution made
    by each entity was subject to "contingencies" that were clearly
    described in the Financial Agreements and included a percentage
    payment    schedule      based    on     the       completion    of   each    individual
    project.
    These issues arise in the context of a verified complaint
    filed in the Law Division by MEPT Journal Square Urban Renewal,
    LLC, MEPT Journal Square Tower North Urban Renewal, LLC, and MEPT
    Journal    Square       Tower    South    Urban       Renewal,    LLC     (collectively
    "plaintiffs"), against the City of Jersey City (City), after these
    urban     renewal   entities       decided          not   go    forward      with   these
    redevelopment projects.           Plaintiffs sought declaratory relief in
    the     form   of   a    judicial        determination         that   the     prepayment
    arrangement crafted by the parties in the Prepayment Agreements
    were ultra vires and void ab initio because they lacked statutory
    support under the LTTEL.          Plaintiffs also sought injunctive relief
    in the form of a judgment from the Law Division compelling the
    City to refund the initial contributions made to the AHTF and a
    3                                A-2281-16T4
    refund of the two million dollar prepayment.                 The project was
    never built.
    After joinder of issue, the Law Division granted plaintiffs'
    unopposed motion to proceed summarily, established an expedited
    briefing schedule, and set the matter down for oral argument and,
    if necessary, "limited testimony."         On February 5, 2016, the trial
    court heard oral argument from counsel and reserved decision.                In
    a letter-opinion dated August 16, 2016, the trial judge found the
    Prepayment    Agreements    to   be   "a   run-around    that    essentially
    nullifies the requirement of the LTTEL, and . . . the financial
    agreement, that annual service charges shall not be due until
    substantial completion of the urban renewal project."              The court
    declared     the   "prepayment    agreements    were     void    from     their
    inception."
    With respect to the contributions plaintiffs made to the
    City's AHTF, the trial court concluded the Fair Housing Act (FHA),
    N.J.S.A. 52:27D-301 to -329, did not provide the City with the
    legal authority to condition the grant of tax abatements upon a
    redeveloper contributing to its AHTF.            Relying on the Supreme
    Court's analysis in Holmdel Builders Ass'n v. Holmdel, 
    121 N.J. 550
      (1990),      the   court   concluded    that     the    "fairness    and
    reasonableness of imposing an AHTF contribution fund payment on
    [p]laintiffs evaporated when the [p]laintiffs no longer possessed,
    4                              A-2281-16T4
    enjoyed, or consumed the land."   The trial judge thus ordered the
    City to refund the AHTF contributions plaintiffs made in 2009 as
    a condition of obtaining the tax abatements pursuant to the LTTEL.
    In a Final Order of Judgment dated October 4, 2016, the court
    granted judgment to plaintiffs and against the City in the amount
    of $2,710,769, based on the $2,000,000 prepayment and the $710,769
    AHTF contribution.    On November 9, 2016, the City filed a motion
    for reconsideration pursuant to Rule 4:49-2.   Among the arguments
    raised therein, the City, for the first time, claimed the trial
    court erred in proceeding in a summary fashion and requested "the
    opportunity to exchange discovery."   In an order dated January 12,
    2017, the trial court denied the City's motion for reconsideration
    as both untimely and substantively without merit.
    The City now appeals arguing the trial court erred when it
    interpreted the LTTEL to prohibit the prepayment plaintiffs made
    as a condition of obtaining the tax abatement.      The City claims
    the Prepayment Agreements and the Financial Agreements requiring
    plaintiffs to contribute to the AHTF were valid, enforceable
    provisions negotiated by the parties under traditional principles
    of contract law.     The City also argues the court erred when it
    failed to consider the arguments in its motion for reconsideration
    and in denying the City's request for discovery.     For the first
    time on appeal, the City argues that plaintiffs' complaint should
    5                        A-2281-16T4
    have been dismissed as untimely under Rule 4:69-6(a).                  Finally,
    the City argues the court misconstrued the 2008 amendments to the
    FHA when it granted plaintiffs' application to refund the AHTF
    contribution.
    As   a   threshold      issue,   plaintiffs   argue      the   trial   court
    correctly proceeded in a summary fashion because the issues raised
    in this case strictly involve matters of law.              Plaintiffs further
    argue the trial court correctly concluded that the City did not
    have any authority under the LTTEL to condition the grant of a tax
    abatement upon the prepayment of Annual Service Charges.                    Thus,
    the court correctly declared the Prepayment Agreements were void
    ab initio.    Plaintiffs also argue the court properly exercised its
    discretionary authority when it denied the City's motion for
    reconsideration.      Plaintiffs also claim the City is procedurally
    barred    from    arguing,    for   the   first   time   in   its   motion    for
    reconsideration, that this cause of action is untimely under Rule
    4:69-6(a).       Plaintiffs argue that the rules that govern actions
    in lieu of prerogative writs do not apply to a complaint brought
    pursuant to the Declaratory Judgment Act, N.J.S.A. 2A:16-50 to -
    62, to determine the validity of a contract.
    On August 29, 2017, after both sides had submitted their
    briefs in this appeal, this court entered a sua sponte order
    inviting the Fair Share Housing Center (Fair Share) to participate
    6                             A-2281-16T4
    in this appeal in an amicus curiae capacity, limited to the
    question of whether the City has an obligation to return to
    plaintiffs the $710,769 AHTF contribution.2            Fair Share accepted
    this court's request, submitted a brief limited to this issue, and
    participated at oral argument.             Fair Share urges this court to
    reverse the trial court's decision ordering the City to return the
    AHTF contributions received by plaintiffs as a condition of a tax
    abatement pursuant to the LTTEL.             Fair Share argues the trial
    court erred in relying on the FHA and the Court's decision in
    Holmdel to evaluate the lawfulness of the AHTF contributions.
    According    to     Fair     Share,     the   Legislature   decisively
    distinguished    LTTEL    trust    fund     contributions   under   N.J.S.A.
    40A:12A-4.1, from a municipality's right to impose and collect
    development fees under N.J.S.A. 52:27D-329.2 of the FHA.            Although
    both the parties and the trial court acknowledged the City's
    authority under LTTEL to impose AHTF contributions by ordinance
    and as a provision in the Financial Agreements, they incorrectly
    2
    Fair Share has served the judiciary in this capacity on numerous
    occasions. See Toll Bros. v. Twp. of W. Windsor, 
    173 N.J. 502
    (2002); In re Declaratory Judgment Actions Filed by Various
    Municipalities, Cty. of Ocean, 
    446 N.J. Super. 259
    (App. Div.
    2016); Homes of Hope, Inc. v. Eastampton Twp. Land Use Planning
    Bd., 
    409 N.J. Super. 330
    (App. Div. 2009); Oceanport Holding,
    L.L.C. v. Borough of Oceanport, 
    396 N.J. Super. 622
    (App. Div.
    2007).
    7                             A-2281-16T4
    conflated the inapplicable FHA requirements to invalidate the AHTF
    contributions      under   LTTEL.         Stated    differently,    plaintiffs'
    $710,769 contribution to the City's AHTF as a condition of the tax
    abatement is expressly sanctioned by the Legislature under the
    LTTEL, N.J.S.A. 40A:12A-4.2.
    After considering the arguments of the parties, we affirm the
    trial court's decision finding no statutory support under the
    LTTEL for the City to condition the grant of tax abatements to
    plaintiffs   upon      the    prepayment       of     two   million      dollars,
    characterized as a credit against the Annual Service Charge the
    entities   would    pay    after    the   project     was   completed.      These
    Prepayment   Agreements      are    ultra     vires   under   the   LTTEL,     and
    unenforceable as a matter of public policy.
    We reach a different conclusion with respect to the City's
    decision to condition the grant of these tax abatements upon
    plaintiffs contributing to the municipality's AHTF.                We agree with
    the legal arguments advanced by amicus Fair Share that these
    contributions are expressly authorized by the Legislature under
    the LTTEL in N.J.S.A. 40A:12A—4.2, and are independent from and
    unrelated to the FHA.         We thus reverse the order of the trial
    court requiring the City to refund the $710,769 contribution
    plaintiffs made to the City's AHTF as a condition for receiving
    the tax abatements.        The provisions in the Financial Agreements
    8                              A-2281-16T4
    requiring the payment of these AHTF contributions and the municipal
    ordinance subsequently adopted by the City Council confirming
    these AHTF contributions as a material condition of the tax
    abatements are statutorily supported in the LTTEL.
    We recite the following facts from the record presented to
    the Law Division.
    I
    A
    Financial Agreements
    On May 15, 2009, plaintiffs and the City entered into three
    separate   Financial   Agreements   that     contained   the   terms   and
    conditions of the long term tax abatements granted to plaintiffs
    pursuant to the LTTEL.    The City granted a tax abatement for three
    separate projects, which were authorized by the City Council
    through    three    separate   ordinances.       Each    ordinance     was
    supplemented by the Financial Agreements.
    Ordinance 08-165, recognized MEPT Journal Square Tower North
    Urban Renewal, LLC (Tower North), as the urban renewal entity
    "formed and qualified to do business" under the provisions of the
    LTTEL, and "the owner of Unit 2," one of three units described as
    the Tower North of Residential Rental Building, a property located
    within the boundaries of the Journal Square Redevelopment Plan.
    One of the Recitals of the Financial Agreement corresponding to
    9                            A-2281-16T4
    Ordinance 08-165 disclosed that Tower North planned to construct
    approximately    922    residential      rental    units    in     a      tower
    approximately sixty-eight stories tall.
    Ordinance 08-166 recognized MEPT Journal Square Tower South
    Urban Renewal, LLC (Tower South) as an urban renewal entity and
    "owner of Unit three," a property located within the boundaries
    of the Journal Square Redevelopment Plan.             The Recitals of the
    Financial   Agreement     disclosed    that   Tower    South     planned      to
    construct approximately 693 residential rental units in a tower
    approximately fifty stories tall.
    Ordinance   08-164     recognized    MEPT    Journal      Square     Urban
    Renewal, LLC (MEPT Journal Square) as an urban renewal entity and
    owner of the Commercial Unit, a property located within the
    boundaries of the Journal Square Redevelopment Plan.            The Recitals
    of the Financial Agreement disclosed that the Commercial Unit
    would have an approximately 210,000 square-foot area, consisting
    of 700 parking spaces, and 70,585 square feet of retail space, for
    a total of 280,385 gross square feet in a seven story building.
    The Financial Agreements provided that these three projects
    "shall be construed and enforced in accordance with the laws of
    the State of New Jersey . . . [and] in the event of a conflict
    between [the financial agreements] and the [LTTEL], the [LTTEL]
    shall govern . . . ."       They were to "remain in effect for the
    10                                   A-2281-16T4
    earlier of 35 years from the date of the adoption of [their
    instituting ordinances] . . . or 30 years from the date of
    Substantial Completion of the Project."
    Article IV of the Financial Agreement for Tower North, titled
    "ANNUAL SERVICE CHARGE" described the payments plaintiffs agreed
    to pay "in consideration of the tax exemption."3 Plaintiffs agreed
    to pay an annual service charge in "an amount equal to the greater
    of: the Minimum Annual Service Charge or an Annual Service Charge
    equal to ten percent [] of the Annual Gross Revenue." The "greater
    of the Annual Service Charge or Minimum Annual Service Charge . .
    . shall be due on the first day of the month following the
    Substantial Completion of the Project."
    The Financial Agreements defined "Annual Service Charge" as
    "the amount the Entity has agreed to pay the City for municipal
    services supplied to the Project, which sum is in lieu of any
    taxes . . . ."   "Minimum Annual Service Charges" are "the taxes
    levied against the real property in the area covered by the Project
    in the last full tax year in which the area was subject to taxation,
    which [for Tower North] the parties agree is $173,223."           The
    minimum annual service charge for Tower South was $121,256, and
    3
    The other two Financial Agreements for Tower South and the
    Commercial Unit contained identical language, differing only in
    the amount the particular urban renewal entity agreed to pay.
    11                          A-2281-16T4
    $51,967 for the Commercial Unit.     The minimum annual service
    charges plaintiffs agreed to pay totaled $346,446.00.   The minimum
    annual service charges served as the floor for the amount of the
    Annual Service Charge to be paid.   Plaintiffs were also required
    to pay a County Annual Service Charge and an Administrative Fee.
    B
    AHTF Contributions
    All three Financial Agreements also contained the following
    provision in Article IV, Section 4.6, titled "Affordable Housing
    Contribution and Remedies":
    A. Contribution. The Entity shall pay the City
    . . . as a contribution subject to the
    contingencies set forth below. The sum shall
    be due and payable as follows:
    i. 25% on or before the execution
    of    the    exemption  Financial
    Agreement, but not later than 60
    days after the adoption of the
    Ordinance   approving  this   tax
    exemption;
    ii. 25% on or before the Substantial
    Completion of the project approved
    for [the urban renewal entity];
    iii.   25%   on   or   before    the
    Substantial   Completion  of    this
    Project; and
    12                          A-2281-16T4
    iv. 25% on or before the Substantial
    Completion of the project approved
    for [the urban renewal entity].[4]
    The Entity acknowledges that the City relies
    on these payments and will enter into
    agreements in anticipation of receiving such
    funds in a timely manner.
    B. Remedies.   In the event that the Entity
    fails to timely pay the contributions, the
    amount unpaid shall be added to the service
    charge and shall bear the highest rate of
    interest permitted in the case of unpaid taxes
    or tax liens on the land until paid.
    Section 4.7, titled Material Conditions, characterized a
    series of payments and service charges the entity agreed to pay
    as "Material Conditions of this Agreement."        AHTF contributions
    were included in this list of "Material Conditions."         The AHTF
    contribution assessed to Tower North was based on $1500 x 922
    units, totaling $1,383,000; Tower South was based on $1500 x 693
    units, totaling $1,039,500; and the Commercial Unit was based on
    $1.50 per square foot "based upon gross, not leaseable, [sic]
    square   footage   of   280,385,"   totaling   $420,578.    The   three
    ordinances adopted by the City Council approving the tax abatements
    4
    The event that triggered plaintiffs' obligation to pay the third
    25% installment of its total AFTF contribution varied.     In the
    Tower North and the Commercial Unit Financial Agreements, the
    third 25% of the total AHTF contribution was due on or before the
    Substantial Completion of Tower South.       In the Tower South
    Financial Agreement, the third 25% of the total AHTF contribution
    was due on or before the Substantial Completion of Tower North.
    13                        A-2281-16T4
    also included, as a condition, the AHTF contributions based on the
    calculation methodology reflected in Article IV, Section 4.6 of
    the Financial Agreements.
    On June 5, 2009, plaintiffs' counsel wrote a letter to the
    City   Administrator     memorializing         the   release    of    $2,710,769,
    "representing     the   Two   Million     ($2,000,000)       Dollar   prepayment
    amount in the aggregate for all the [F]inancial Agreements relating
    to the tax abatement and the twenty-five percent (25%) first-
    installment of the Affordable Housing Contribution Payment in the
    amount of Seven Hundred Ten Thousand Seven Hundred Sixty-Nine
    ($710,769) Dollars, which amounts were paid under the Tax Abatement
    Documents . . . ."       Plaintiffs' counsel had held these funds in
    escrow "until such time as that certain ordinance of the County
    of Hudson is passed and deemed final . . . ." Counsel acknowledged
    that "[a]s of June 3, 2009, the County Ordinance was passed and
    adopted without challenge."
    C
    Prepayment Agreements
    On May 11, 2009, plaintiffs and defendant entered into three
    separate Prepayment Agreements, one for each of the three urban
    renewal entities. The three ordinances adopted by the City Council
    approving   the   tax   abatements      contained      the     following     clause
    acknowledging the material nature of these Prepayment Agreements:
    14                                    A-2281-16T4
    "This Ordinance shall be contingent upon the execution by the
    Entity of the Prepayment and Contribution Agreements for each of
    the   three    (3)    condominiums       forming   the   Journal     Square
    Development." (Emphasis added).
    The Prepayment Agreements began with the following recitals:
    WHEREAS, Entity has been authorized by the
    City to construct a project . . . under the
    Law with attendant tax exemption benefits as
    provided in the Law and pursuant to a certain
    Financial Agreement . . .; and
    WHEREAS, Entity recognizes that the Annual
    Services Charges payable under the Law with
    respect to its Project will not begin to
    accrue to the City until the Project is
    completed; and
    WHEREAS, the City is in immediate need of
    additional funds for use during this fiscal
    year; and
    WHEREAS, Entity is willing to prepay the
    Annual Service Charges in the amounts as set
    forth herein that will accrue from the Project
    in exchange for the City's agreement to credit
    such payments through credits against future
    Annual Service Charges that will become due;
    and
    WHEREAS, by the adoption of Resolution . . .
    on November 25, 2008, in order to allow the
    City to anticipate and rely on the funds and
    properly account for the funds, the City of
    Jersey City approve[d ]the prepayment of
    Annual Service Charge and authorize[d] the
    execution of an agreement . . . .
    Under   these   agreements,    the   urban   renewal   entities   were
    required to prepay Annual Service Charges that would not accrue
    15                             A-2281-16T4
    until the completion of their particular project.         The prepayment
    would only be credited against future annual service charges to
    be collected over the first four years following the substantial
    completion of the project.       The entities acknowledged that the
    City was relying on this prepayment and "will enter into agreements
    in anticipation of receiving such funds in a timely manner." Thus,
    "[a]ny late payment of the Prepayment . . . shall bear interest
    at the rate of 6% until paid."         Conversely, because the entities
    were not obligated under the LTTEL to enter into these Prepayment
    Agreements, the prepayments were in essence an interest-free loan
    to the City.
    However,   as   the   following    provisions   in   the   Prepayment
    Agreements show, the City viewed this arrangement differently:
    B. Credit. [The] City agrees to give Entity
    a credit, without interest, against the Annual
    Service Charges otherwise due under the
    Financial Agreement in the following manner:
    (i) For each of the first four (4)
    years that the Entity is obligated
    under the Financial Agreement to pay
    Annual Service Charges, the Entity
    shall be entitled to a credit
    against such charges estimated as
    follows [for Tower South]: $175,000
    in 2010; $175,000 in 2011; $175,000
    in 2012; and $175,000 in 2013, with
    the credit prorated for the first
    16                              A-2281-16T4
    year and last year if such years are
    less than full calendar years;[5]
    (ii) The Annual Service Charges are
    to be paid quarterly under the
    Financial Agreement.    The credits
    hereunder are to be taken against
    the earliest quarterly payments in
    each year until the annual amount of
    the credit, or appropriate pro rata
    portion for less than a full year,
    has been recouped in full by the
    Entity;
    . . . .
    (iv) Notwithstanding, under no circumstances
    shall the Entity be entitled to a credit in
    excess of the amount of the actual Annual
    Service Charges (that is, excluding any credit
    for the land taxes) actually paid by the
    Entity.
    C. No Additional Credit. In the event the
    Entity is unable to recover its Prepayment as
    a credit against the Annual Service Charge,
    in whole or in part, for any reason, then any
    Prepayment balance otherwise due, shall be
    forfeited.
    D. Coordination of Credit. The Office of Tax
    Abatement of the City shall notify the
    appropriate taxing authorities of this credit
    arrangement so that the bills for Annual
    Service Charges when issued will reflect the
    credit.
    Section 3. Payments.       All payments due
    hereunder shall be sent to the Director of the
    5
    North Tower was entitled to the following credits against the
    annual service charge: $250,000 in 2010; $250,000 in 2011; $250,000
    in 2012; and $250,000 in 2013. The Commercial Unit was entitled
    to the following credits against the annual service charge: $75,000
    in 2010; $75,000 in 2011; $75,000 in 2012; and $75,000 in 2013.
    17                          A-2281-16T4
    Office of Tax Abatement, with a copy to the
    Business Administrator.
    The    three     urban     renewal    entities      involved          here   made       three
    prepayments totaling $2,000,000; Tower North paid $1,000,000;
    Tower South paid $700,000; and Commercial Unit paid $300,000.
    D
    Termination of the Project and Sale of the Property
    In the brief filed in this appeal, plaintiffs claim they
    originally intended to go forward with the three projects described
    in    the    Financial     Agreements.          However,       they    "refrained        from
    building the Project for more than five years."                               No further
    information is included in the appellate record that explains or
    provides any reasons for plaintiffs' decision in this respect.
    On     December     29,   2014,   plaintiffs            conveyed      all   of    the
    undeveloped         properties   to   One       Journal    Square       Partners        Urban
    Renewal Company, LLC, One Journal Square Tower South Urban Renewal
    Company, LLC, and One Journal Square Tower North Urban Renewal
    Company, LLC (collectively "One Journal Square"), a redeveloper
    unrelated      to    the   original   project.            In    plaintiffs'        verified
    complaint, Robert B. Edwards, the President of MEPT Journal Square
    avers:
    One   Journal Square did not take assignment of
    and   did not become a successor entity under
    the   terms of the Financial Agreements and/or
    the   Prepayment Agreements.
    18                                        A-2281-16T4
    Thus, the Financial Agreements and the
    Prepayment Agreements are no longer in effect
    and [p]laintiffs will never receive any of the
    benefits contemplated under those Agreements.
    . . . [O]n or about April 2, 2015, [p]laintiffs
    sought a repayment of the Prepayment from the
    City, by virtue of the fact that no Annual
    Service Charges had accrued, and the City's
    only purported claim to the Prepayment was an
    upfront loan required of [p]laintiffs in order
    to receive the tax abatement.
    [(Emphasis added).]
    The   appellate   record   includes       a   copy     of   an   email   from
    plaintiffs' counsel to an unidentified person that appears to have
    some connection with the City. This individual invoked a provision
    in the Prepayment Agreements that stated: "In the event the Entity
    is unable to recover its Prepayment as a credit against the Annual
    Service Charge, in whole or in part, for any reason, then any
    Prepayment balance otherwise due, shall be forfeited."
    II
    Prepayment Agreements with the City
    The   Law   Division   decided     this       matter    strictly    on    its
    interpretation of the LTTEL and the FHA.                  We review questions
    related to statutory interpretation de novo, without affording any
    deference to the trial court.      State v. Revie, 
    220 N.J. 126
    , 132
    (2014).    In construing a statute, our role "'is to determine and
    effectuate the Legislature's intent.'" State v. Friedman, 
    209 N.J. 19
                                        A-2281-16T4
    102, 117 (2012) (quoting Bosland v. Warnock Dodge, Inc., 
    197 N.J. 543
    ,   553   (2009)).        "'[T]he   starting   point    of   all   statutory
    interpretation must be the language used in the enactment.'                     We
    construe the words of a statute 'in context with related provisions
    so as to give sense to the legislation as a whole.'"                   Spade v.
    Select Comfort Corp., 
    232 N.J. 504
    , 515 (2018) (first quoting DCPP
    v. Y.N., 
    220 N.J. 165
    , 178 (2014); then quoting N. Jersey Media
    Grp., Inc. v. Twp. of Lyndhurst, 
    229 N.J. 541
    , 570 (2017)).
    Guided   by   these    well-settled     principles,      we    start   our
    analysis by recognizing that in enacting the LTTEL, the Legislature
    intended to eliminate unnecessary, redundant laws that impeded the
    elimination of blighted areas and at the same time promote laws
    that "encourage[d] private capital and participation by private
    enterprise" to contribute in the restoration of deteriorated or
    neglected properties.        N.J.S.A. 40A:20-2.     In furtherance of this
    public   policy,     the   Legislature      authorized    municipalities      "to
    contribute toward this purpose through the use of special financial
    arrangements, including the granting of property tax exemptions
    with respect to land and the buildings . . . ."                      
    Ibid. The Legislature declared
    "that the provisions of [LTTEL] are one means
    of accomplishing the redevelopment and rehabilitation purposes of
    the 'Local Redevelopment and Housing Law,' [N.J.S.A. 40A:12A-1 to
    20                               A-2281-16T4
    -49] . . . and that this act should be construed in conjunction
    with that act."       
    Ibid. In enacting the
    LTTEL, the Legislature carefully crafted a
    statutory scheme that provides municipalities with the means to
    carry out the public policy underpinning the act.              One of the key
    issues concern the parameters of the financial agreements that set
    the   terms    between   the    City   and    the   urban   renewal   entities.
    Pursuant      to   N.J.S.A.    40A:20-4,     "[t]he   governing   body    of    a
    municipality which has adopted a redevelopment plan pursuant to
    the 'Local Redevelopment and Housing Law,' . . . may enter into a
    financial agreement with an urban renewal entity . . . ." However,
    the form and content of the "financial agreement shall include,
    but not be limited to, those provisions set forth in [other
    sections of the LTTEL].          
    Ibid. For example, N.J.S.A.
    40A:20-8
    delineates the contents of application forms, the process for
    review by the "mayor or other chief executive officer," and the
    final approval by the municipal governing body.
    N.J.S.A. 40A:20-9 sets forth the statutory requirements of
    the "financial agreement," an issue of particular relevance here.
    The statute requires:
    Every approved project shall be evidenced by
    a financial agreement between the municipality
    and the urban renewal entity. The agreement
    shall be prepared by the entity and submitted
    as a separate part of its application for
    21                              A-2281-16T4
    project approval.    The agreement shall not
    take effect until approved by ordinance of the
    municipality. Any amendments or modifications
    of the agreement made thereafter shall be by
    mutual consent of the municipality and the
    urban renewal entity, and shall be subject to
    approval by ordinance of the municipal
    governing body upon recommendation of the
    mayor or other chief executive officer of the
    municipality prior to taking effect.
    N.J.S.A. 40A:20-9 further requires that the financial agreement
    be fully performed "within 30 years from the date of completion
    of the project . . . ."
    "Where the statute sets forth the procedure to be followed,
    no governing body, or subdivision thereof, has the power to adopt
    any other method of procedure."     Midtown Props., Inc. v. Twp. of
    Madison, 
    68 N.J. Super. 197
    , 207 (Law Div. 1961), aff'd o.b., 
    78 N.J. Super. 471
    (App. Div. 1963)).        Here,   N.J.S.A. 40A:20-9
    requires that financial agreements include the following specific
    provisions:
    a. That the profits of or dividends payable
    by the urban renewal entity shall be limited
    according to terms appropriate for the type
    of entity in conformance with the provisions
    of [the LTTEL].
    b. That all improvements and land, to the
    extent authorized pursuant to [N.J.S.A.
    40A:20-12], in the project to be constructed
    or acquired by the urban renewal entity shall
    be exempt from taxation as provided in [the
    LTTEL].
    22                          A-2281-16T4
    c. That the urban renewal entity shall make
    payments for municipal services as provided
    in [the LTTEL].
    d. That the urban renewal entity shall submit
    annually, within 90 days after the close of
    its fiscal year, its auditor's reports to the
    mayor and governing body of the municipality.
    e. That the urban renewal entity shall, upon
    request, permit inspection of property,
    equipment, buildings and other facilities of
    the entity, and also permit examination and
    audit of its books, contracts, records,
    documents    and   papers    by   authorized
    representatives of the municipality or the
    State.
    f. That in the event of any dispute between
    the parties matters in controversy shall be
    resolved by arbitration in the manner provided
    in the financial agreement.
    g.   That  operation   under  the   financial
    agreement shall be terminable by the urban
    renewal entity in the manner provided by [the
    LTTEL].
    h. That the urban renewal entity shall at all
    times prior to the expiration or other
    termination of the financial agreement remain
    bound by the provisions of [the LTTEL].
    Conspicuously missing from this detailed recitation is any
    direct reference or even oblique allusion to any authority that
    would permit a municipality to enter into a separate agreement in
    which a municipality may condition the grant of a tax abatement
    upon the urban renewal entity agreeing to prepay "a portion" of
    its Annual Service Charge.    Stated differently, where specific
    23                          A-2281-16T4
    procedures are provided by the Legislature, a municipality may not
    rely upon or resort to its claimed police powers. See Dome Realty,
    Inc. v. City of Paterson, 
    83 N.J. 212
    , 232-33 (1980).
    The City argues we should review the enforceability of the
    Prepayment Agreements under traditional principles of contract
    law.     This argument is irreconcilable with one of our State's
    governing principles that "a municipality is a creature of the
    Legislature, and as such is a government of enumerated powers
    which can act only by delegated authority."             Inganamort v. Ft.
    Lee, 
    72 N.J. 412
    , 417 (1977).      Thus, "while a public body may make
    contracts as an individual, it can only do so within its express
    or implied powers . . . ."        Kress v. La Villa, 
    335 N.J. Super. 400
    , 410 (App. Div. 2000) (quoting Midtown Props., Inc., 68 N.J.
    Super. at 208).      The City's authority to grant tax abatements is
    exclusively derived from the LTTEL.          The Legislature delegated
    this authority to the City as a means of revitalizing blighted
    areas by encouraging the participation of private enterprise to
    restore deteriorated or neglected properties.           N.J.S.A. 40A:20-2.
    Moreover, in our view, the Prepayment Agreements the City and
    plaintiffs entered into have all the trappings of an iniquitous,
    mutually beneficial gratuity.           It allowed the redevelopers to
    secure   the   tax   abatement   they   sought,   and   granted   the   City
    immediate access to two million dollars to balm the revenue
    24                              A-2281-16T4
    shortfall it was experiencing at the time, without raising property
    taxes or reducing municipal services.    The   recitals    of    the
    Prepayment Agreements unequivocally reveal the meretricious quid
    pro quo of the Prepayment Agreements:
    WHEREAS, Entity recognizes that the Annual
    Services Charges payable under the Law with
    respect to its Project will not begin to
    accrue to the City until the Project is
    completed; and
    WHEREAS, the City is in immediate need of
    additional funds for use during this fiscal
    year; and
    WHEREAS, Entity is willing to prepay the
    Annual Service Charges in the amounts as set
    forth herein that will accrue from the Project
    in exchange for the City's agreement to credit
    such payments through credits against future
    Annual Service Charges that will become due;
    and
    WHEREAS, by the adoption of Resolution . . .
    on November 25, 2008, in order to allow the
    City to anticipate and rely on the funds and
    properly account for the funds, the City of
    Jersey City approved the prepayment of Annual
    Service Charge and authorize the execution of
    an agreement . . . .
    [(Emphasis added).]
    We confidently conclude that this arrangement concocted by
    the City to alleviate an immediate revenue shortfall was not
    envisioned, or even remotely contemplated, by the Legislature when
    it adopted the LTTEL.
    25                         A-2281-16T4
    III
    Contributions to the Affordable Housing Trust Fund
    When it adopted the LTTEL, the Legislature declared "that the
    provisions    of     [LTTEL]   are    one     means   of    accomplishing     the
    redevelopment       and    rehabilitation       purposes     of   the     'Local
    Redevelopment and Housing Law', . . . and that this act should be
    construed    in    conjunction    with       that   act."   N.J.S.A.    40A:20-2
    (emphasis added).      The Legislature amended the Local Redevelopment
    and Housing Law in 2003 as follows:
    Any municipality that has designated a
    redevelopment area, provides for a tax
    abatement within that redevelopment area and
    has adopted a housing element . . . may, by
    ordinance, require, as a condition for
    granting a tax abatement, that the developer
    set aside affordable residential units or
    contribute to an affordable housing trust fund
    established   by   the  municipality.      The
    requirement may be imposed upon developers of
    market rate residential or non-residential
    construction or both, at the discretion of the
    municipality.
    [N.J.S.A. 40A:12A-4.1 (emphasis added).]
    Thus, in sharp contrast to the Prepayment Agreements we have
    invalidated        here,    the      Legislature      expressly     authorized
    municipalities to adopt an ordinance to require an urban renewal
    entity to contribute to a municipal affordable housing trust fund
    as a condition of receiving a tax exemption under the LTTEL.
    Furthermore, as N.J.S.A. 40A:12A-4.1 makes clear, the municipality
    26                               A-2281-16T4
    may   impose   this    requirement   "upon    developers      of   market   rate
    residential    or     non-residential     construction   or    both,   at    the
    discretion of the municipality."
    The Legislature also codified the methods for calculating
    AHTF contributions:
    Any municipality that makes the receipt of a
    tax    abatement    conditional   upon    the
    contribution to an affordable housing trust
    fund shall include within the ordinance
    detailed    guidelines    establishing    the
    parameters of this requirement including, but
    not limited to, the following:
    a. standards governing the extent of
    the contribution based on the value
    of construction for market rate
    residential    or    non-residential
    construction, as the case may be;
    provided,    however,    that   this
    contribution    shall   not   exceed
    $1,500 per unit for market rate
    residential construction, $1.50 per
    square    foot     for    commercial
    construction, and 10 cents per
    square    foot     for    industrial
    construction;
    b. a schedule of payments based upon
    phase of construction; and
    c.    parameters   governing    the
    expenditure    of   those    funds,
    legitimate purposes for which those
    funds may be used, and the extent
    to which funds may be used by the
    municipality for administration.
    [N.J.S.A. 40A:12A-4.2.]
    27                                A-2281-16T4
    Here,    the     City   adopted     three      separate     ordinances      that
    incorporated      the    "Affordable      Housing         Contribution"     provisions
    described in Article IV, Section 4.6                      of all   three Financial
    Agreements.       As we explained in detail in Subsection I-B, the City
    ordinances imposed AHTF contributions upon Towers North and South,
    the two urban renewal entities that were constructing residential
    projects, based on $1500 per unit.               The AHTF contribution that the
    City imposed on the urban renewal entity that was constructing the
    Commercial Unit was based on a $1.50 per square foot of "gross,
    not leaseable" space. The ordinances further established a twenty-
    five   percent     installment      plan       for    the    payment   of    the   AHTF
    contributions.         The $710,769 at issue in this case represents the
    first twenty-five percent installment payment due under this plan.
    We hold the methods the City employed were consistent with the
    statutory guidelines established in N.J.S.A. 40A:12A-4.2.
    The     trial     court's    decision          invalidating        these    AHTF
    contributions erroneously applied the provisions in the FHA and
    the Supreme Court's analysis in Holmdel.                     We hold the City was
    entitled     to    condition     the     grant       of   tax   abatements    upon     a
    redeveloper's contributions to the municipal AHTF pursuant to
    N.J.S.A. 40A:12A-4.1.          Finally, we affirm the Law Division's order
    denying the City's motion for reconsideration as untimely under
    Rule 4:49-2, for the reasons expressed by this court in Hayes v.
    28                                  A-2281-16T4
    Turnersville Chrysler Jeep, 
    453 N.J. Super. 309
    , 312-313 (App.
    Div. 2018).
    IV
    Summary
    We   affirm     the   Law   Division's        judgment   invalidating       the
    Prepayment Agreements entered into by the parties on May 15, 2009,
    as ultra vires and unenforceable, and requiring the City to refund
    plaintiffs the two million dollars plaintiffs paid thereunder.
    We   reverse   the    court's      decision    invalidating          the   $710,769
    contribution   plaintiffs        made   to   the    City's    AHTF    pursuant     to
    N.J.S.A. 40A:12A-4.1 of the Local Redevelopment and Housing Law,
    as applied in this case through the LTTEL.                       The remaining
    arguments raised by the City in this appeal lack sufficient merit
    to warrant discussion in a written opinion.              R. 2:11-3(e)(1)(E).
    Affirmed in part and reversed in part.
    29                                 A-2281-16T4