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Attorney I.D.#221061965
MARIO A. IAVICOLI
Attorney at Law
45 Kings Highway West
Haddonfield, New Jersey 08033
(856)429-0201
Attorney for all Defendants

JOHN J. TARDITI, JR., et aI, SUPERIOR COURT OF NEW JERSEY

LAW DIVISION-CAMDEN COUNTY
Plaintiffs,
DOCKET NO. L 1179 18
vs.
CIVIL ACTION
BOROUGH OF HADDONFIELD, et al COUNTERSTATEMENT OF FACTS
ON BEHALF OF DEFENDANTS
Defendants.

MARIO A. IAVICOLI, certifies the following:

1. The former Bancroft Neurohealth (hereafter Bancroft)

property at 1 Hopkins Lane, Haddonfield, NJ 08033, is 19.22 acres,

and was purchased by Haddonfield on January 2016.

2. Approximately 20 years ago, Bancroft indicated that

Bancroft sought to sell the property and thus began discussions,

negotiations, etc., for the Borough of Haddonfield (hereafter

Haddonfield) to purchase the Bancroft property (hereafter

"Property") .

3. About 5 years ago, Haddonfield joined in with the

Haddonfield Board of Education (Bd of Ed) to purchase the property

which resulted in a Contract of Sale being entered into between

Haddonfield and Bd of Ed as Buyers and Bancroft as Seller. The

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prospective purchase had to be submitted to a Referendum vote by

the Haddonfield voters under Bd of Ed law, before the Bd of Ed

could purchase the property with Haddonfield.

4. The anticipated use of the property was going to be for Bd

of Ed and Haddonfield's future needs/open space, being governmental

ownership with no tax revenue generated. The cost to the taxpayers

was significant.

5. The Referendum was defeated and thus terminated the

Contract of Sale with Bancroft which was conditioned on passage of

the Referendum. However, Haddonfield's interest in the property

had not terminated.

6. In March of 2015, Bancroft and 2HL, LLC (hereafter 2HL) to

the surprise of Haddonfield, entered into an Agreement of Sale for

2HL, LLC to purchase the Property.

7. Shortly after Haddonfield learned of the Agreement of Sale

between 2HL and Bancroft Haddonfield indicated to 2HL, LLC that it

wanted to purchase the property. Haddonfield began discussions,

negotiations, etc. with 2HL to purchase 2HL's Agreement of Sale

regarding the Bancroft Site.

8 . The negotiations were extremely difficult from

Haddonfield's perspective since 2HL having had an Agreement of Sale

in place to purchase the Bancroft site, and had significant

leverage in the negotiations. Haddonfield not being a pushover,

exerted its own leverage which was sufficient to encourage 2HL to

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negotiate.

9. In January 2016, 10 months after negotiations began,

Haddonfield and 2HL entered into the main Agreement with 2HL, which

assigned the 2HL/Bancroft Neurohealth Agreement of Sale to

Haddonfield, with its several amendments. A second agreement was

also signed among Haddonfield, 2HL and Bancroft providing for

Bancroft's consent to the assignment and an agreement to lease the

Bancroft Property after closing to Bancroft until Bancroft vacated

the site. Bancroft was building a new state of the art facility

for special needs children in Burlington County and needed time

before it could move and vacate the Haddonfield property.

10. Prior to the finalizing and signing the main Agreement in

January 2016, 2HL, agreed in March/April 2015 that it was willing

to negotiate the Sale of 2HL's Agreement of Sale with Bancroft

dated March 13, 2015, only if Haddonfield was agreeable to granting

2HL certain development rights to the Bancroft Site. It was 2HL's

position that absent agreed upon development rights granted to 2HL,

2HL would not sell to Haddonfield its Agreement of Sale with

Bancroft. That was a 2HL take it or leave it deal breaker and was

not subject to negotiations. 2HL indicated it would dictate the

particular development rights to Haddonfield as a condition of the

sale. Some were accepted and some were rejected by Haddonfield.

A citizens committee was formed by Haddonfield residents, some

of whom were the plaintiffs in this cause of action. The Committee

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sought to put pressure on Haddonfield to purchase the Bancroft

site, even at a cost of fifteen (15) million dollars. Some of the

give and take proposals with 2HL were as follows:

a) 2HL initially sought 150 age targeted townhouse condo

units, which was later reduced during negotiations down to 130,

then down to 101 then finally agreeing to 70 age targeted condo

units and 10 affordable units, which became a provision of the

Agreement. (Plaintiff's Exhibit A at ~11).

b) 2HL would not agree to Age Restricted Condo units. A

representative of 2 HL admitted that Mr. O'Neill does not build age

restricted housing.

c) 2HL would not agree to constructing apartment type age

targeted condo flats (hereafter "flats") claiming that the Bancroft

site was not amenable to accommodate an apartment type age targeted

condo flats development.

d) As a tradeoff by 2HL, to reduce the number of condo units

down, 2HL was pushing for condo unit sizes which were much larger

than Haddonfield was agreeable to accept. The Concept Plan

attached to the main Agreement as Exhibit B provides for 70 units

and has dimensions of 30 feet wide by 60 feet deep, and 3 stories

high, i.e., 35 feet in height, which computes to 5400 square feet

units. However, 2HL was seeking units with a 1950 square feet foot

print and an average floor area per townhouse unit, not including

garage of 3500 square feet, which totals approximately over 4000

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square feet with garage, (see Defendants' Exhibit 2).

Haddonfield was opposed to condo units as large as 2HL

provided in its concept plan attached to the January 2016 Agreement

as Exhibit "B," and sought to negotiate smaller size units.

e) 2HL had suggested that the age targeted condo project would

generate substantial real estate tax revenue since 2HL intended to

sell those large 4000 square feet units for approximately SEVEN

HUNDRED FIFTY THOUSAND ($750,000.00) DOLLARS. That sale price has

changed due to the reduced size of the condo units.

Haddonfield was opposed to such a high price for the condo

units. Haddonfield was concerned that the units would not sell at

such a high price, and empty nesters would not purchase the condo

units at the $750,000.00 price tag, thus Haddonfield was concerned

that the project had a high risk of failure.

f) 2HL also wanted the removal of the requirement that 75% of

the age restricted condo units had to have its master bedroom on

the same floor level as the principal communal living space such as

kitchen, dining room and living room. Haddonfield thought such a

requirement would benefit those seniors who had difficulty climbing

steps. Haddonfield agreed to modify this requirement to permit

units with elevators as a buyer's option to qualify in the 75%

requirements.

g) 2HL wanted the Haddonfield Redevelopment Plan to be

consistent with the 2HL's concept plan, attached as Exhibit "B" to

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the January 2016 Agreement. Haddonfield wanted the concept plan to

be modified to consist of units smaller than 4000 square feet.

h) 2HL wanted the 8.2 acres recited in the January 2016

Agreement that 2HL had the right to buyback increased to 9.4 acres.

Haddonfield suggested that 2HL did not need that much land.

i) 2HL also wanted horizontal facade or side walls to exceed

100 feet and be up to feet in length. Haddonfield

initially disagreed.

j) 2HL also wanted the maximum building coverage to exceed 50%

up to a maximum of _______________ s.0. Haddonfield disagreed.

k) 2HL wanted the 1/3 passive open space requirement removed

from the HRP. Haddonfield disagreed.

1) 2HL wanted the Redevelopment Plan to be consistent with the

2HL's concept plan and the 2HL proposed amendments as recited

above.

m) The core dispute became centered around the following:

i. The increased number of age targeted condo units to be

constructed if units were downsized.

ii. The size of the age targeted condo units.

lll. The sale price of the age targeted condo units.

iv. The purchase price of the land buyback if the units were

downsized.

v. The master bedroom on the same floor level as the

principal living area issue.

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vi. There were others as recited above but the above were the

key core items that caused the negotiations to drag on and on and

on.

n) In addition to the above another issue occurred regarding

the method the real estate taxes were to be paid by the age

targeted condo unit owners as provided in the January 2016

Agreement (Defendant's Exhibit A, ~10(d). The Agreement refers to

a Payment in Lieu of Taxes (PILOT) approach to real estate taxes,

of the condo units. 2HL wanted the PILOT to impose 10% of the real

estate taxes that would be assessed against similar market value

condos in Haddonfield. Haddonfield disagreed.

Haddonfield has rej ected 2HL's proposal and has created a

draft PILOT that will result in the condo owners and 2HL to pay

essentially 100% taxes, similar to what other market value condos

are paying in Haddonfield. This will provide sufficient tax

revenue to Haddonfield to satisfy payment of the indebtedness

created to purchase the Bancroft site, and also provide tax revenue

to the Bd of Ed. The PILOT has not yet been agreed to by 2HL.

0) An impasse had developed on the negotiations of the above

following the January 2016 Agreement. In may 2017 Mr. Jack

Plackter, counsel to 2HL resent an unnegotiated document entitled

"Amendment to Agreement," that had been sent by Mr. Plackter

initially around 6/7/16, as 2HL's proposal which was the subject of

discussions that reached an impasse. Haddonfield sought to break

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the impasse by sending a "Haddonfield's Counterproposal (7/20/17) "

(See Defense Exhibit 1).

p) Haddonfield's Counterproposal (7/20/17) offered the

following regarding the key core disputed items:

l. 80 market rate senior targeted townhouse units which is 6

units less than 2HL's last proposal then,

ii. 10 affordable rate units in 5 buildings, (they will be up

and down flats). This is unchanged from the January l016 main

Agreement (Plaintiff's Exhibit A)

iii. Maximum footprint of 24 by 50 feet which is less than 30

ft. by 60 ft. in 2HL's concept plan.

iv. Square footage of the units reduced from 4000 square feet

proposed by 2HL down to a maximum of 2250 square feet (the

counterproposal suggested 1970 to 2100 square which was increased

to 2250) with a 24 by 50 feet footprint maximum. 2HL will not

construct units of 2250 sq. ft. The largest is 2,200 sq. ft.

v. 2HL will purchase 8.2 acres not 9.4 acres, as requested by

2HL, since the number of units was reduced by 6 from 2HL's last

proposal of number of units. This will allow for more open space

to Haddonfield residents.

vi. The buyback land purchase price requires 2HL to pay to

Haddonfield $597,561.00 per acre, totaling $4,900,000.00 for 8.2

acres. This is less than the buyback per acre figure recited in

the January 2016 Agreement. It is $73,510 less per acre. This

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buyback reduction in purchase price was a concession to have 2HL

agree to less number of age targeted condo units, smaller age

targeted condo units, and less expensive age targeted units. All

of which was agreed to by 2HL.

vii. The 75% of market rate age targeted condo units that

must have master bedrooms in primary living area was modified to

permit satisfaction of the 75% requirement if the Master bedroom is

on different levels, provided the condo unit has a private elevator

in the unit. This would satisfy the need of eliminating the

climbing of steps by the senior residents, and in fact would be

more helpful in that regard accessing all levels of the condo unit

from garage to the third story with the in-unit private elevator.

11. The plaintiff's are pushing that the age targeted

townhouse condo plan which is the Redevelopment Plan be scrapped,

that 2HL start over in its design, engineering, at a considerable

loss of money, etc., and design and build the following:

i. Approximately 138 units, which are 128 age restricted

apartment type flats and 10 affordable units for families,

ii. approximately 10 to 12 buildings of approximately 10 to

12 units per building,

iii. 4 stories or lower buildings,

iv. purchase almost the entire east side of the Bancroft site

consisting of 12 to 13 acres, leaving Haddonfield with some

unuseable wetlands.

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v. Condo units of 1400 to 1700 square feet wherein some will

sell in the four hundred thousand ($400,000.00) dollar range.

vi. The developer would build a clubhouse and swimming pool

for the condo community.

vii. 2HL will sell the project and would not be the developer.

viii. Four (4) developers were approached to purchase the

package. Three (3) have declined to purchase the development

package and one national, publically traded developer is still in

the mix, but has provided a decision that the present 2HL owner and

staff are not pleased with resulting in additional discussions

between 2HL and the prospective developer.

ix. The development would need parking for probably 300 or

more motor vehicles, which will become a sea of ugly black top

parking area.

12. The plaintiffs argue that

i. 80 age targeted condos and 10 affordable units are

unacceptable to them but 128 units and 10 affordable units are

perfect.

ii. The plaintiffs argued that the defendants suggested sales

price of the 80 units would not attract empty nesters but a

$400,000 price range (which is approximately the same as for the 80

units) for the 138 apartment type flats is acceptable to them.

iii. The plaintiffs seek to increase the number of units by

48 apartment type units. The plaintiffs will need to provide many

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more affordable units with such a drastic 60 percent increase in

the number of market units. The plaintiffs should provide for 16

affordable units. That would increase the total number of units to

144 units which is more than a 70 percent expansion increase of the

entire project.

lV. The present proposed development under the Redevelopment

Plan of 90 units would require the use of approximately 8 acres,

which leaves approximately 11.22 acres for the Haddonfield

citizens. The plaintiffs' proposed plan seeks to use approximately

13 acres on the east side of the site (which is contiguous with the

Cooper River property.) Regarding the 6 acres on the west side of

the site, 5 acres will be conveyed to the Bd of Ed for school use

and the remaining 1 acre is attached to a historic structure that

is to be sold by Haddonfield, leaving no open space for Haddonfield

residents.

13. Subsequent to the January 2016 Agreement, Haddonfield

asked 2HL for a proposal to build flats on the Bancroft site. 2HL

reluctantly submitted a proposal that would permit 2HL to construct

300 age targeted flats, which Haddonfield rejected since it would

require Haddonfield to sell back to 2HL almost the entire site for

the development.

14. The HRP permits the construction of (105) one hundred

five age targeted flats, but 2HL was not interested in constructing

flats from the inception of the negotiations by Haddonfield and

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2HL.

15. The plaintiffs' have continually insisted that

Haddonfield compel the developer to construct flats on the Bancroft

site. However, Haddonfield has a contract with 2HL that provides

that 2HL can build age targeted townhouse condos not flats, and 2HL

must agree to alter that January 2016 Agreement in order for flats

to be built on the site. So far 2HL has not agreed to build flats

under the plaintiffs' proposal.

16. The Haddonfield Planning Board (PB) does not want a

townhouse development on the Bancroft site. The PB is not actually

opposed to the very minor Amendments to the Redevelopment Plan.

The PB actually wants a plan the PB proposed through its

Chairperson, John Lopercido. The PB's plan addresses the

construction of flats. The plaintiffs and some of the PB members

herein have indicated that if the Amendments are not approved 2HL

may go away and accept the $600,000 2HL must be paid if 2HL elects

not to develop the site.

17. Josh Eckert (hereafter Eckert) is an architect that was

associated with 2HL and O'Neill Construction and whose principal

corporate officer is Brian 0' Neill. Mr. Eckert was tasked by

0' Neill to look at a townhouse community scheme and develop a

townhouse scheme that is a fit for seniors, regarding age targeted

townhouse units. Mr. Eckert targeted the design of the townhouses

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for seniors "55 years and up." (11/29/17 T.115-2 to 21)1

18. Mr. Eckert considered other senior townhouse proj ects

that were developed across New Jersey and our region for other

developers. He was familiar with Toll Brothers developed senior

living townhouse units that are popular units, (11/29/17 T.115-22

to 116-3)

19. Mr. Eckert does work also for Lennar which is another

national home builder that does senior housing. He used his

architectural firm's expertise and practice to design senior

housing for what works functionally and what works economically.

(11/29/17 T. 116-4 to 6). Mr. Eckert designed the 24 feet X 50

feet units that work for seniors (11/29/17T 116-16) to accommodate

the one floor living with dinning room, kitchen, living room,

bathroom, laundry facilities and masterbedroom on one (1) level

(11/29/17T. 116-9 to 25, and 117-14 to 21 and 11/2917 T.118-17 to

20, and 11/19/17 T. 121 -8 to 24). There are also elevator options

(11/29/17T. 122-8) that seniors can select that eliminate steps for

seniors.

Eckert testified that his office employs an architect that

"designs exclusively senior living facilities that go from age 55

and up ... " (22/29/17T. 122-21 to 25). The 80 age targeted units

herein were designed to accommodate seniors needs in a townhome

11/29/17 T. 115-12 to 21 means 11/29/17 Haddonfield

Planning Board transcript page 115 lines 12 to 21.

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footprint, (11/29/17 T. 124-25 to 125-1).

20. The Borough of Haddonfield (hereafter Haddonfield)

governing body has the final statutory duty, obligation and

authority as the elected representative of approximately 11,500

Haddonfield residents under N.J.S.A. 40A:12A-7(e) et seq. to adopt

a redevelopment plan, or revision or amendments thereto.

Haddonfield delivered amendments to a prior adopted Redevelopment

Plan (hereafter the "Plan") to the Haddonfield Planning Board

(hereafter HPB) for the HPB recommendation regarding the amendments

to that existing plan. On 12/20/17 the HPB voted to recommend

four(4) amendments for adoption by the Haddonfield governing body

and eight (8) amendments not recommended for adoption by the

Haddonfield governing body. Two (2) members of the HPB voted that

all amendments should be adopted by the Haddonfield governing body.

21. There are approximately 11,500 Haddonfield residents and

a small number of residents made comments before the HPB and/or the

Haddonfield Commissioners' meetings. Some residents were in favor

of one or more of the amendments to the Plan, some were against one

or more of the amendments, some merely had questions, some made

comments unrelated to the amendments before the HPB and/or

Haddonfield Commissioners. There were only a few residents who

made a comment that he/she was against more than one amendment to

the Plan at the meetings before the HPB and Haddonfield

Commissioners. Not one resident was against all the amendments.

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22. Haddonfield did not capitulate to 2 Hopkins Lane, LLC

(hereafter 2HL, LLC) regarding anything, but Haddonfield did engage

in hard fought lengthy, complicated discussions with 2HL, LLC, who

had development rights to a portion of the Bancroft site for which

2HL, LLC essentially paid $600,000.00 for those development rights,

because if 2HL, LLC relinquished its development rights,

Haddonfield would be compelled to pay 2HL, LLC $600,000.00, toward

the purchase price for the Bancroft site.

23. Haddonfield has received and will receive significant

benefits from its Agreement with 2HL, LLC and from the development

by 2HL, LLC such as: a) $600,000.00 from 2HL, LLC for development

rights; b) it is anticipated that approximately one million

($1,000,000.00) or more dollars in annual real estate tax revenue

under a Payment In Lieu of Taxes (PILOT) Program; c) of the 19.22

acres in the Bancroft site, retain approximately 11 acres of prime

land; d) approximately 5 acres of the 19.22 acres will be made

available to Haddonfield Memorial High School for educational use;

e) all of which is under a tax neutral plan after the sale of

approximately 8 acres of land to 2HL, LLC for millions of dollars

purchase price for development of 80 age targeted townhouse units

and 10 units of affordable housing; f) cause redevelopment of a

19.22 acre site in need of redevelopment; g)receipt and use of at

least a 1.5 million dollars of state, county and/or local open

space funds to defray acquisition costs; h) prevent protracted

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litigation by 2HL, LLC placing an unneeded reversion of the entire

19.22 acres back to 2HL, LLC at unneeded risk; i) litigation with

2HL, LLC would be at great expense and loss of real estate tax

revenue needed to pay for the acquisition bonding of the Bancroft

site purchase, as this litigation is doing in loss of tax revenue;

j) provide for affordable housing.

24. In January 2016 agreements were entered into between 2HL,

LLC and Haddonfield to purchase the Bancroft site, wherein 2HL,

LLC, had an Agreement of Sale to purchase the property from

Bancroft Neurohealth (hereafter Bancroft), that would be assigned

to Haddonfield with Bancroft's consent. Other agreements were

entered into wherein Bancroft was a party. All Agreements are

lengthy, comprehensive and speak for themselves. Bancroft was to

be paid $11.5 million dollars. 2HL, LLC was to be paid $1.4

million dollars. 2HL, LLC demanded development rights as condition

of the sale for a payment of $600,000.00 by 2HL, LLC to

Haddonfield.

25. 2HL, LLC demanded development rights as a condition of

sale and paid $600,000 for those development rights for a portion

of the Bancroft property which 2HL, LLC had a right to buy back to

develop at least a 70 unit age targeted townhouse community plus 10

affordable housing units, on an approximately 8.2 acre site.

26. Paragraph #10 and # 11 of the January 2016 Agreement

reci te certain conditions of sale which provide 2HL, LLC with

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certain rights and/or obligations regarding the option to Buy Back

Property for development, some of which were insisted by 2HL, LLC

as a condition for Haddonfield to purchase the Bancroft property.

27. If Haddonfield is in full compliance with its Agreements,

and 2HL, LLC does not exercise its development right to buy back a

portion of land for redevelopment, Haddonfield must pay 2HL, LLC an

additional $600,000.00 of purchase price increasing the purchase

price from $12.9 million dollars to $13,5 million dollars and so

2HL, LLC agreed to effectively pay $600,000.00 for the development

rights to a portion of the Bancroft site.

28. The Haddonfield planning Board (HPB) did recommend the

unamended plan in March 2016 and Haddonfield approved it on April

6, 2015; however, the Bancroft property was designated as an area

in need of redevelopment as early as 2006, and re designated in

2016.

29. The Redevelopment Plan which is a Land Use Plan, not a

project plan and has been amended, is very comprehensive and speaks

for itself. It is approximately 35 pages long, and proposes

several uses, one of which is a community of apartment type condos

known as "flats."

30. Out of the 11,500 Haddonfield residents a handful of

residents exercising their lawfully given rights to free speech

commented before the HPB and the governing body opposed generally

one or two of the amendments to the Plan by different individuals

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for various personal reasons; however, there was significant

support for the purchase and redevelopment of the Bancroft site by

the entire Haddonfield community.

31. The vote taken on 12/20/17 the amendments recommend by

HPB were #3, #5, #7, and #13. Amendments not recommended were #1,

#2, #4, #6, #8, #9, #10, #11 and #12. Two (2) HPB members voted to

recommend all amendments. For some unknown reason the HPB did not

record the votes of the HPB in favorof any or all of the

amendments. HPB did adopt a 14 page resolution that speaks for

itself. The HPB did not provide findings of facts or reasons in a

report to support its conclusions.

32. Ordinance 2018-1 was prepared, introduced and legally

adopted, amending the Plan in full compliance of the OPMA, the

LRHL, and all other laws on February 13, 2018. There is a

presumption of validity regarding Haddonfield's adoption of

Ordinance 2018-1.

33. Ordinance 2018-1 was legally adopted on February 13,

2018, by a vote of 3-0 after, among other considerations, a

consideration of the HPB resolution and comments, and the comments

of residents, and the governing body members.

34. All approvals occurred at oopen public meetings in

compliance with OPMA, in particular but not limited to N.J.S.A.

10:4-8 and 12. All steps in the adoption of Ordinance 2019-1

complied with the provisions of the OPMA.

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35. There was no basis for the HPB to not recommend some of

the amendments, and the Plaintiffs have not shown any factual basis

or reasons for the HPB's non recommendation. Prior to the adoption

of the Redevelopment Plan and Amendments there were reports and

discussions with experts and others, evaluations, assessments,

opinions from HPB members, alternate proposals, discussions with

residents, town wide referendum, consideration of a continuing care

facility, apartment type condominiums, mid-rise/high-rise

condominiums of several hundred units and less, open space,

drug/alcohol rehab center, opinions of Commissioners, present and

past, etc., and in the end it was the haddonfield governing body

who had the statutory duty and obligation to make the final

decision as the elected representatives of Haddonfield's 11,500,

citizens, which the Commissioners competently exercised in the best

interest of Haddonfield residents, after an enormous effort over

numerous months, dedicating considerable resources, time, and

effort to the decisions, taking into account a wide variety of

opinions, proposals, comments, etc. After all this effort during

several administrations, the plaintiffs-come-Iately seek to have

this Court redo Haddonfield's Agreement with 2HL and invalidate an

Ordinance, the passage of which has a presumption of validity,

regarding Amendments to Haddonfield's Redevelopment Plan. The

Plaintiffs actions herein will probably cost Haddonfield's citizens

millions of dollars.

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36. Haddonfield's resolution of its dispute with 2HL has

saved Haddonfield $600,000.00 purchase price payment; will generate

tax revenues of millions of dollars; will be paid approximately 5

million dollars by 2HL in a land sale to 2HL, LLC; Haddonfield will

retain approximately 11 acres for Haddonfield's use, in a tax

neutral transaction which approximately 5 acres can be utilized by

Haddonfield Memorial High School to almost double their land

facility, at that location; will provide for affordable housing and

senior age targeted housing. Will cause the development of the

Bancroft site, including other benefits.

37. Governing bodies in adopting ordinances or resolutions,

are not legally required to video or audio record its actions

meetings or work session meetings and there is no recording of the

2/13/18 meeting. However, on many occasions, the Haddonfield

Civil Association in an unofficial capacity has video and audio

recorded Haddonfield's action meetings; and have made them

available for broadcast on the internet. Haddonfield has

encouraged and welcomed that civic service.

38. Absent a recording obviously no certified transcript can

be produced. No such transcript is required because the process of

ordinance adoption is legislative and is not a quasi-judicial

adversarial hearing proceeding requiring, oaths, testimony, cross

examination, rules of evidence, legal submissions, findings of

facts, conclusions of law, subpoenas, etc., and a transcript would

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be of n legal value even if there was one.

39. Haddonfield followed the letter of the law in its adoption

of Ordinance 2018-1 on February 13, 2018. Judicial review has

occurred numerous times before in prior similar situations and such

will be done so once again by this Court. Such judicial review is

not "impossible" absent a transcript as the plaintiffs indicate.

40. Regarding the Open Public meetings Act (OPMA), whenever

discussions occurred with any representatives of 2 HL, LLC,

where the public was excluded, there was never more than one member

of the governing body at those discussions wherein such discussions

did not constitute a "meeting" under the OPMA, N.J.S.A. 10:4-8(b).

41. The OPMA also provides that a public body may exclude the

public from portions of a meeting where matters involving the

purchase, lease or acquisition of real property with public funds

are discussed. (N.J.S.A. 10:4-12(b) (5)).

42. The OPMA also provides that a public body may exclude the

public from discussions regarding attorney-client confidential

privileged matters, Opending or anticipated litigation in which the

public body may become a party, or contract negotiations.

(N.J.S.A. 10:4-12(B) (7)).

43. Whenever a member of the public believes that a

Haddonfield meeting violated the OPMA, that individual shall state

such at a meeting with specific reasons for his/her beliefs. This

affords the governing body the ability to take action to correct

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any deficiency if such existed. At no time did anyone, including

plaintiffs, at an active meeting and/or work session meeting

identify such a specific alleged deficiency and also NO

specific OPMA deficiency has been identified in Plaintiffs'

Complaint and Brief (N.J.S.A. 10:4-17).

44. One or more individual Plaintiffs and other individuals

oppose one or more of the amendments to the Plan because those

individuals seek to cause 2HL, LLC to waive its right to purchase

a portion of the site for development and relinquish 2HLS, LLC's

contractual development rights to the property. Those individuals

seek to have 2HL, LLC gone so that mid-rise or high-rise apartment

type condominium buildings are built of 138 units with sales price

as high as in the $400,000.00 range, built by a different

undisclosed developer than 2HL wherein such would compel

Haddonfield to make a $ 600,000.00 payment to 2HL, LLC. Those

individuals are risking being accused of interfering with an

existing agreement between Haddonfield and 2HL, LLC wherein 2HL,

LLC may accuse those individuals of conduct that would support a

claim of lack of good faith acts, unclean hands, and contractual

interference. Haddonfield cannot support, enforce, subscribe or

join any conduct that would breach its Agreement with 2HL, LLC, and

be exposed to protracted litigation, reversion of the property to

2HL, LLC and/or damages.

I certify that the foregoing statements made by me are true.

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I am aware that if any of the foregoing statements made by me are

wilfully false, I am subject to punishment.

lsi Mario A. Iavicoli

MARIO A. IAVICOLI

DATED: July 1, 2019

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