THE BOARD OF CHOSEN FREEHOLDERS
OF THE COUNTY OF WARREN
Wayne Dumont, Jr., Administration Building
165 County Route 519 South
Belvidere, NJ 07823
RESOLUTION 173-15
On motion by Mr. Gardner, seconded by Mr. Sarnoski, the following resolution
was adopted by the Board of Chosen Freeholders of the County of Warren at a meeting
held on March 25, 2015.
RESOLUTION AUTHORIZING THE ADVERTISEMENT FOR
THE SALE OF CERTAIN LAND AND BUILDINGS AND
PERSONAL PROPERTY OWNED BY THE COUNTY OF
WARREN KNOWN AS 350 OXFORD ROAD, OXFORD, NEW
JERSEY AND KNOWN AS LOT 8.03, BLOCK 301 IN THE
TOWNSHIP OF MANSFIELD, COUNTY OF WARREN, NEW
JERSEY, COMMONLY KNOWN AS WARREN HAVEN, TO SET
THE MINIMUM BID PRICE AND OFFER SAID PROPERTY FOR
SALE AT PUBLIC AUCTION
WHEREAS, the County of Warren (the "County") is the owner of certain real
and personal property in the Township of Mansfield, County of Warren, and State of
New Jersey, said property being known as 350 Oxford Road, Oxford Township, New
Jersey, and listed as Lot 8.03 in Block 301 on the tax maps of the Township of Mansfield
(the "Property''); and
WHEREAS, Public Hearings on the proposed sale of the aforementioned
property were held on November 13, 2014 in the Town of Belvidere and on December
11, 2014 in the Township of Mansfield, pursuant to N.J.S.A. 40A:12-13.5; and
WHEREAS, N.J.S.A. 40A:12-13 et seg. provides for the sale ofreal and personal
property owned by the County to be sold at public auction and provides for a minimum
bid price; and
WHEREAS, the County wishes to continue to explore its options with respect to
the Property by moving forward with the statutory requirements under N.J.S.A. 40A:12-1
et seq. with respect to the Property by (1) determining a just and fair compensation in the
event of the sale of the Property; (2) obtaining the benefits of·preliminary marketing
efforts in that regard; and (3) scheduling an auction at open public sale to the highest
bidder after advertisement thereof; and
WHEREAS, the County has retained the services of Marcus and Millichap to
market and auction the subject property.
NOW, THEREFORE, BE IT RESOLVED by the Board of Chosen Freeholders
of the County of Warren, State of New Jersey, as follows:
1.
The real property commonly known as the Warren Haven Nursing Home along
with such personal property associated with the operation thereof, located at 350
Oxford Road, Oxford Township (Mansfield), New Jersey (collectively the
"Property") shall be advertised for sale.
2.
The Clerk of the Board is hereby authorized and· directed to advertise a public
auction pursuant to the provisions of N.J.S.A. 40A:12-13(a); which public notice
shall set forth the public .sale of the Property, to be held at the Warren County
Administration Building, on such date and upon such terms as determined by the
County and in accordance with the terms of this Resolution.
3.
The aforementioned Property will be sold at an open public sale pursuant to the
provisions ofN.J.S.A. 40A:12-13 and shall be subject to the following conditions:
(a)
The sale will be conducted by an auctioneer experienced in the sale of real
estate. Bids will be accepted orally during the auction period. The
auctioneer will, at his sole discretion, determine the highest bidder at the
time of the auction, subject to the final acceptance by the County.
(b)
No bid ofless than $11,000,000.00 will be accepted for the Property.
(c)
The Property to be sold is subject to existing encumbrances, liens,
easements, zoning ordinances, other restrictions of record, and such facts as
an accurate survey would reveal. The County makes no representations as to
the presence or absence of any environmental conditions on the Property and
the purchaser assumes the risk of any such condition, the Property is being
sold "as is."
(d)
All bidders at the time of sale must present a certified check, cashiers check
or money order, payable to the County of Warren in the amount of
$250,000.00, together with such other documentation as the Notice of
Auction may call for. The successful bidder shall submit a cashiers or
certified check or money order for the balance of the deposit of 10% of the
Purchase Price within the Agreement of Sale upon the terms and conditions
set forth in the Notice of Auction. All cashiers checks, certified checks and
money orders will be returned to all unsuccessful bidders no later than ten
(10) days after award to the successful bidder. The $250,000.00 payment,
as well as the additional deposit, made by the successful bidder shall be
non-refundable and immediately released to the County.
(e)
All bids shall be referred to the Board of Chosen Freeholders for review
and final approval pursuant to N.J.S.A. 40A:l2-13. The Board of Chosen
Freeholders reserves the right to accept the highest bid or reject any and
all bids. The Board of Chosen Freeholders shall make its decision known
by Resolution no later than the Board's second regularly scheduled
meeting following the auction. No bid may be withdrawn.
(f)
The sale will be subject to the terms and conditions of the Agreement of
Sale, a form of which is attached hereto, subject to such modification as
determined by the County, in conjunction with County Counsel.
4.
The County reserves the right to waive any and all defects and informalities in any
proposal and to accept or reject the highest responsible and responsive bid deemed
to be in the best interest of the County. No bid shall be considered finally accepted
until passage of a Resolution by the County accepting said bid.
5.
Certified copies of this Resolution shall be delivered to the County Administrator;
County Counsel; County CFO; and Joshua Jandris, Marcus and Millichap, 8750
West Bryn Mawr Avenue, Suite 650, Chicago, Illinois 60631.
ROLL CALL: Mr. Gardner yes, Mr. Sarnoski yes, Mr. Smith yes
I hereby certify the above to be a true copy of a resolution adopted by the Board
of Chosen Freeholders of the County of Warren on the date above mentioned.
[El]
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BOARD OF CHOSEN FREEHOLDERS
OF .THE COUNTY OF WARREN
WAYNE DUMONT, JR. ADMINISTRATION BUILDING
165 COUNTY ROAD, 519 S
BELVIDERE, NEW JERSEY 07823-1949
EDWARD J. SMITH, FREEHOLDER DIRECTOR
JASON J. SARNOSKI, DEPUTY FREEHOLDER DIRECTOR
RICHARD D. GARDNER, FREEHOLDER
TELEPHONE: 908-475-6500
FAX: 908-475-6528
NOTICE OF AUCTION
This Notice sets forth the terms and conditions for tQ.e sale of the personal property and
real property and improvements in the County of W a.rren, located at and identified as Lot
8.03, Block 301, on the tax maps of Mansfield Township, Warren County, New Jersey
(the "Property") by public auction as required by N.J.S.A. 40A:12-1 et seq.
Such
Property was authorized to be sold and deemed to be property not needed for public use :.
by the County pursuant to resolutions dated January 14, 2015 and March 25, 2015,
· entitled "RESOLUTION AUTHORIZING THE ADVERTISEMENT FOR THE SALE
OF CERTAIN LAND AND BUILDINGS AND PERSONAL PROPERTY OWNED BY
THE COUNTY OF WARREN KNOWN AS 350 OXFORD ROAD, OXFORD, NEW
JERSEY AND KNOWN AS LOT 8.03, BLOCK 301 IN THE TOWNSHIP OF
MANSFIELD, COUNTY OF WARREN, NEW JERSEY, COMMONLY KNOWN AS
WARREN HAVEN, TO SET THE MINIMUM BID PRICE AND OFFER SAID
PROPERTY FOR SALE AT PUBLIC AUCTION".
The Property, more commonly known as 350 Oxford Road, Oxford, New Jersey 07863
comprised of approximately 94,QOO SF building, together with all licenses, including
those necessary to operate the Nursing Home Facility operating at the premises, and such
personal property -as set forth herein. This conveyance of the Property is subject to all
easements and restrictions of record and such state of facts that an accurate survey may
reveal.
' 1.
Bids for the sale of the Property will be by open public sale at auction to
the highest bidder on Thursday, April 23, 2015 at 1:30 p.m., at the Wayne Dumont, Jr.
Administration Buil~g, 165 County Route 519 South, Belvidere, New Jersey 07823.
2.
The minimum bid for the Property shall be $11,000,000.00. The County
reserves the right tO accept the highest responsive bid, if it is equal to or greater than the
minimum bid price, or to reject all bids received at the public sale and not to award to the
highest bidder. The County reserves the right to· waive any and all defects and
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informalities in any proposal, and to accept or reject the highest responsible and
responsive bid deemed to be in the best interest of the County.
Bidders are to provide a sealed bid containing the materials listed in Paragraph 5
below, including the Bid Form provided in the bid package found at the Marcus and
Millichap website, which can be accessed through a link on the County's webpage, no
later than 1:30 p.m. on Thursday, April 23, 2015, delivered to Warren County Purchasing
Department, 165 County Route 519 South, Belvidere, New Jersey 07823. Upon receipt
of all sealed bids, and the passage of 1:30 p.m., the auctioneer or its designee will read
aloud all sealed bids received. The highest sealed bid received by the auctioneer shall set
the minimum starting bid amount for the live auction, provided however, in no event
shall such starting bid amount be less than the minimum bid amount set forth in
Paragraph 2 above. The auctioneer will increase bids in amounts no less than $10,000.
3.
The County's acceptance or rejection of bids shall be made no later than at
the second regular County Board of Chosen Freeholders meeting following the auction;
said acceptance shall be subject to the conditions contained herein. No bid shall be
considered finally accepted until passage by the County of a Resolution accepting such
bid.
4.
The selected bidder will be required to execute the Agreement for
Conveyance of the Warren Haven Nursing Home Notice (the "Contract for Sale") within
five ( 5) days of the bid award, and the terms of said Contract of Sale are incorporated into
this Notice. Transfer and sale of the Property will be completed within ten (10) days of
receipt from the New Jersey Department of Health of the consent to the transfer of
ownership of the license issued to the County to operate the nursing home facility located
at the Property, but in no event later than August 31, 2015. Closing shall be held at the
County Administrator's Office, located at 165 County Route 519 South, Belvidere,
Warren County, New Jersey 07823, or at such other location as the selected bidder and
the County shall agree, time being of the essence.
5.
Prior to commencement of the auction, every person who wishes to bid on
the Property will be required to provide in the sealed bid: (i) the Bid Form; (ii) ca;;h or a
certified check in the amount of $250,000, payable to the "County of Warren" as a
security deposit, (iii) evidence of sufficient assets to purchase the Property (as set forth in
this Notice of Auction); (iv) a list of all health care facilities owned, operated, controlled
or managed by the bidder and any of its principals (collectively for the "Purchaser"), with
materials printed from www.CMS.gov,- evidencing that such Purchaser maintains an
overall or aggregate rating under the "Five Star" Nursing Home Compare rating as
published by the U.S. Centers for Medicare and Medicaid Services on www.CMS.gov of
3 stars or higher in the aggregating for all facilities owned by the Purchaser for a period
of time greater than 24 months, as such ratings are issued by Medicare as of the date of
the bid submission; and (v) (a) any person bidding on behalf of a corporation or limited
liability company must either submit a copy of a resolution or letter on its business
stationery signed by the President or Managing Member of the entity authorizing the
bidder to bid on the Property on behalf of the eiitity, or (b) a person bidding on behalf of
a Partnership or using a Trade Name must submit a letter of authorization from the other
majority partners and certifying their ownership interest, and in the event of the use of a
Trade Name, a copy of the filed Certificate of Trade Name. If a bidder desires to utilize
two separate entities comprised of substantially the same ownership group one for the
acquisition of the real property and another for the acquisition of the personal property,
such bidder shall note as such on the bidder's Bid Form and set forth the names of both
entities thereon.
Su:fficie:Q.t evidence of assets may include, but is not limited to, copies of bank
statements, firm lender's commitments from reputable lending institutions, brokerage
accounts in the names of the principals of the bidder, or a combination of the
aforementioned documents, evidencing sufficient liquid assets to close the transaction.
Persons who have not presented the reguirements under this Paragraph 5, will not be
permitted to bid. The $250,000 bid security will be returned to all unsuccessful bidders,
no later than ten (10) days after the award to the successful bidder. The $250,000 deposit
of the successful bidder is non-refundable and will be applied in accordance with
Paragraph 6 below.
For the purposes of this Paragraph 5, "Purchaser" is defined in a manner
consistent with the requirements of the New Jersey Department of Health pursuant to
N.J.A.C. 8:43-4.10, which includes any individual who was or is an owner or principal of
a licensed health care facility, or who has managed, operated or owned in whole or in
part, any health care facility, excluding individuals or entities who are limited partners
with no managerial control or authority over the operation of the facility, and/or those
individuals who have an ownership interest of 10 percent or less in an entity which is the
Purchaser.
6.
The County will only accept bids calling for an all cash purchase of the
Property. Full payment of the purchase price must be received within the time frames set
forth in Paragraph 4 above, and as set forth herein and in the Contract for Sale. The
successful bidder will be required to pay, by either cash or by certified check, a deposit
equal to ten (10%) percent of the purchase price, less the deposits referenced in
Paragraph 5 above, within five (5) business days of acceptance of the successful bid and
upon the execution of the Contract of Sale, with the balance to be paid by either cash or
certified check at Closing. Payments made will be non-refundable, with the total deposit
to be credited to the purchase price at Closing.
7.
The failure to submit the required deposit payments and sign the Contract
for Sale, as required herein will render the bid unacceptable and revoked, and all deposits
made (including but not limited to the security deposit) shall be forfeited. Bidders MAY
NOT withdraw its bid after submission of the bid at the open public auction. Bidder's
withdrawal of a bid shall result in the forfeiture of the security deposit. The successful
Bidder, prior to the time of Closing of Title, shall not be permitted to assign his, her, or
its bid nor any right, title or interest in the Property. The County reserves the right to seek
damages as provided by law in addition to the forfeiture of the bidder's deposit. Nothing
contained herein shall be construed to· waive the County's right to reject any bid in the
manner described herein or in the Contract for Sale.
8.
The sale of the· Property is being made subject to the terms, conditions,
restrictions and limitations of a Contract for Sale, which is on file with the Clerk of the
Board of Chosen Freeholders and is available for public inspection with the Board of
Chosen Freeholders. The Contract for Sale is also available on the Marcus and Millichap
website, which may be accessed through a link on the County's official webpage.
Bidders represent by bidding that they have read and understand the terms and conditions
of this Notice and the Contract of Sale.
9.
The Closing of Title to the Property is "TIME OF THE ESSENCE". The
failure of the successful Bidder to close title as agreed shall result in the successful
bidder's forfeiture of any and all money deposited with the County.
10.
Absent a metes and bounds description supplied by the successful bidder,
the County shall convey the Property citing a deed and subdivision from the Mansfield
Township Land Use Board. All bids must satisfy any requirements and meet any terms
and conditions of the Contract of Sale. The successful bidder will execute the Contract
upon completion of bidding and its payment of the required deposit. To execute the
Contract, the bidder shall properly execute the Contract in the signature spaces at the end.
Failure to execute the Contract properly shall not affect the obligation of the successful
bidder or the validity of the sale. The deed given by the County for the Property will be a
Bargain and Sale Deed with Covenants Against Grantor's Acts. No title contingencies or
conditions are permitted. The personal property shall be conveyed by Bill of Sale.
11.
In the event that the successful bidder fails to close title to the Property,
the bidder shall forfeit all deposit monies made to the County. No refunds whatsoever
will be made by the County in the event that the successful bidder fails to complete the
purchase of the Property as set forth herein and in the Contract for Sale.
12.
The successful bidder(s) shall pay the cost of recording fees, transfer taxes
and shall reimburse ~e County for all fees and expenses associated with the preparation
of and sale of the Property.
13.
The sale shall be subject to adjournment or cancellation by the County.
14.
Bids may be withdrawn or rejected by the County for any reason prior to
award.
15.
Bidders may bid on the Property until the auctioneer strikes a final bid on
the Property. The highest bid when struck will be the purchase price for the Property.
16.
The Property will be subject to taxes from and after the date of the Bargain
and Sale Deed with Covenants Against Grantor's Acts conveymg the Property to the
successful bidder.
17.
The County makes no representations as to the presence or absence of
wetlands or any other environmental conditions on the Property, and the successful
bidder(s) assumes the risk of any and all such conditions, it being clearly represented and
understood that a condition of the auction sale is that the Property and any improvements
thereon are being sold in their "AS IS," "WHERE IS" Condition, without warranty or
guarantee of any nature, expressed or implied. The highest bidder accepts and shall
pmchase the Property in its "AS IS," ''WHERE IS" Condition, having had an ample and
sufficient opportunity to inspect the Property prior to making a bid. The highest bidder
for this Property, after Closing of Title, shall be responsible for all present and futme
defects of any kind or nature in or on any part of the Property. This agreement shall
survive the closing of Title.
18.
Any material prepared and distributed in connection with this auction sale
is for convenience purposes only and is intended to give prospective bidders a general
understanding of the condition, location and size of the Property. The County is not
responsible for errors that may appear in such materials. Each prospective bidder is mged
to thoroughly research and examine the Property prior to placing a bid. The Property will
be available for inspection by appointment only. Prospective bidders desiring to inspect
the Property should contact Steve Marvin, County Administrator/Freeholder Clerk, at
(908) 475-6500 to make an appointment.
19.
BIDDER(S) SHALL AGREE TO INDE1vfNIFY AND SAVE
HARMLESS THE COUNTY ·AND ANY OF ITS OFFICIALS, OFFICERS,
EMPLOYEES, ASSIGNS, DESIGNEES, AGENTS OR CONTRACTORS AND THE
AUCTIONEER, REAL ESTATE BROKER AND ANY OF ITS OFFICIALS,
OFFICERS, EMPLOYEES, ASSIGNS, DESIGNEES, AGENTS OR CONTRACTORS
FOR ANY DISCREPANCIES OF ANY TYPE AND FOR ANY ERRORS OR
OMISSIONS OF ANY TYPE IN PRINT, ADVERTISING OR ANNOUNCEMENTS
AND FOR ANY REPRESENTATIONS OR STIPULATIONS, ORAL OR WRITTEN.
THE COUNTY MAKES NO WARRANTY OR REPRESENTATION, EXPRESSED
OR IMPLIED, WITH RESPECT TO THE PROPERTY, THE BUILDINGS AND
STRUCTURES ON THE PROPERTY, OR ANY OTHER CONDITIONS AFFECTING
THE PROPERTY IN ANY WAY, MANNER OR FORM. NO REPRESENTATIONS
OF ANY KIND ARE MADE BY THE COUNTY AS TO THE CONDITION OF THE
PROPERTY. THE PROPERTY IS SOLD "AS IS," "WHERE IS" AND WITH ALL
FAULTS.