12.  COMMITMENTS AND CONTINGENCIES



TAX ABATEMENT AGREEMENTS

Pursuant to agreements with certain municipalities, the Company is required to make payments in lieu of property taxes (“PILOT”) on certain of its properties and has tax abatement agreements on other properties, as follows: 



The Harborside Plaza 4-A agreement with the City of Jersey City, as amended, which commenced in 2002, is for a term of 20 years.  The annual PILOT is equal to two percent of Total Project Costs, as defined.  Total Project Costs are $49.5 million.  The PILOT totaled $1.1 million, $1.1 million and $1.1 million for the years ended December 31, 2018,  2017 and 2016, respectively. 



The Harborside Plaza 5 agreement, also with the City of Jersey City, as amended, which commenced in 2002, is for a term of 20 years.  The annual PILOT is equal to two percent of Total Project Costs, as defined.  Total Project Costs are $170.9 million.  The PILOT totaled $4.4 million, $3.9 million and $3.9 million for the years ended December 31, 2018,  2017 and 2016, respectively.



The Port Imperial 4/5 Garage development project agreement with the City of Weehawken had a term of five years beginning when the project was substantially complete, which occurred in 2013.  The agreement, which expired in December 2018, provided that real estate taxes be paid initially on the land value of the project only and allowed for a phase in of real estate taxes on the value of the improvements at zero percent year one and 80 percent in years two through five.



The Port Imperial South 1/3 Garage development project agreement with the City of Weehawken has a term of five years beginning when the project is substantially complete, which occurred in the fourth quarter of 2015.  The agreement provides that real estate taxes be paid at 100 percent on the land value of the project only over the five year period and allows for a phase in of real estate taxes on the building improvement value at zero percent in year one and 95 percent in years two through five.



The Port Imperial Hotel development project agreement with the City of Weehawken is for a term of 15 years following substantial completion, which commenced initial operation in December 2018.  The annual PILOT is equal to two percent of Total Project Costs, as defined therein. 



The Port Imperial South 11 development project agreement with the City of Weehawken is for a term of 15 years following substantial completion, which occurred in August 2018.  The annual PILOT is equal to 10 percent of Gross Revenues, as defined therein.



The 111 River Realty agreement with the City of Hoboken, which commenced on October 1, 2001 expires in April 2022.  The PILOT payment equaled $1.2 million annually through April 2017 and then increased to $1.4 million annually until expiration.  The PILOT totaled $1.4 million, $1.3 million and $0.6 million for the years ended December 31, 2018,  2017 and 2016, respectively.



The Monaco Towers agreement with the City of Jersey City, which commenced in 2011, is for a term of 10 years.  The annual PILOT is equal to 10 percent of gross revenues, as defined.  The PILOT totaled $2.4 million for the year ended December 31, 2018 and $1.6 million for the period from acquisition (April 2017) through December 31, 2017.



The Marbella Tower agreement with the City of Jersey City, which commenced in 2003, expired in December 2018.  The annual PILOT was equal to 15 percent of gross revenues, as defined therein.  The PILOT totaled $0.9 million for the period from acquisition (August 2018), through December 31, 2018.



The Marbella II agreement with the City of Jersey City, which commenced in 2016, is for a term of 10 years.  The annual PILOT is equal to 10 percent of gross revenues for Years 1-4, 12 percent of gross revenues for Years 5-8 and 14 percent of gross revenue for years 9-10, as defined therein.



The Port Imperial South Parcel 8/9 development project agreement with the City of Weehawken is for a term of 25 years following substantial completion, which is anticipated to occur in the fourth quarter 2020.  The annual PILOT is equal to 11 percent of gross revenue for Years 1-10, 12.5 percent for Years 11-18 and 14 percent for Years 19-25, as defined therein.



At the conclusion of the above-referenced agreements, it is expected that the properties will be assessed by the municipality and be subject to real estate taxes at the then prevailing rates.



LITIGATION

The Company is a defendant in litigation arising in the normal course of its business activities.  Management does not believe that the ultimate resolution of these matters will have a materially adverse effect upon the Company’s financial condition taken as whole.



GROUND LEASE AGREEMENTS

Future minimum rental payments under the terms of all non-cancelable ground leases under which the Company is the lessee, as of December 31, 2018, are as follows (dollars in thousands):



Ground lease expense incurred by the Company during the years ended December 31, 2018,  2017 and 2016 amounted to $2.3 million, $2.6 million and $1.5 million, respectively. 



CONSTRUCTION PROJECTS

In 2015, the Company entered into a 90-percent owned joint venture with XS Port Imperial Hotel, LLC to form XS Hotel Urban Renewal Associates LLC, which is developing a 372-key hotel (164 keys Residence Inn and 208 keys Marriott Envue) in Weehawken, New Jersey.  The Residence Inn opened in 4Q 2018 and the Marriott Envue is expected to open in 2Q 2019.   The construction of the project is estimated to cost $159.9 million, with construction costs of $147.1 million incurred by the venture through December 31, 2018.  The project costs are expected to be funded from a $94 million construction loan (with $73.4 million outstanding as of December 31, 2018).



The Company is developing a 313-unit multi-family project known as Building 8/9 at Port Imperial in Weehawken, New Jersey, which began construction in third quarter 2018.  The construction project, which is estimated to cost $142.6 million, of which construction costs of $35.4 million have been incurred through December 31, 2018, is expected to be ready for occupancy in fourth quarter 2020.  The Company is expected to fund $50.6 million of construction costs, of which the Company has funded $35.4 million as of December 31, 2018, and the remaining construction costs are expected to be funded primarily from a $92 million construction loan.



The Company is developing a 326-unit multi-family project known as Chase III at Overlook Ridge in Malden, Massachusetts, which began construction in third quarter 2018.  The construction project, which is estimated to cost $99.9 million, of which $20.2 million have been incurred through December 31, 2018, is expected to be ready for occupancy in fourth quarter 2020.  The Company is expected to fund $37.9 million of construction costs, of which the Company has funded $20.2 million as of December 31, 2018, and the remaining construction costs are expected to be funded primarily from a $62 million construction loan.



CHANGES IN EXECUTIVE OFFICERS

On October 31, 2018, RRT entered into a separation and consulting agreement with Robert Andrew Marshall, the President and Executive Vice President of Development of RRT (the “Separation and Consulting Agreement”).  Pursuant to the Separation and Consulting Agreement, Mr. Marshall’s employment with RRT was terminated, effective as of October 31, 2018 (the “Termination Date”), and Mr. Marshall has agreed to provide consulting services to RRT and the Company during the period beginning on November 1, 2018 and ending on March 31, 2019 (the “Consulting Period”). 



Under the terms of the Separation and Consulting Agreement, Mr. Marshall will receive the following separation payments:





The Company’s total estimated costs in connection with the departure of Mr. Marshall of approximately $0.1 million (net of a reversal of $0.3 million of amortization of stock compensation expense due to the forfeiture of the unvested securities) during the year ended December 31, 2018 was included in general and administrative expense (approximately $1.0 million was included in accounts payable, accrued expenses and other liabilities as of December 31, 2018).



In June 2018, the General Partner entered into a separation and general release agreement with Mitchell E. Rudin, pursuant to which Mr. Rudin’s employment with the Company as its Vice Chairman was terminated effective as of June 5, 2018.



Under the terms of the Rudin separation agreement, Mr. Rudin is entitled to receive the following separation payments:





The Company’s total estimated costs in connection with the departure of Mr. Rudin of approximately $1.2 million (net of a reversal of $1.6 million of amortization of stock compensation expense due to the forfeiture of the unvested securities) during the year ended December 31, 2018 was included in general and administrative expense (approximately $23,000 was included in accounts payable, accrued expenses and other liabilities as of December 31, 2018).



In January 2018, the Company announced the appointment of David J. Smetana as chief financial officer and Nicholas Hilton as executive vice president of leasing of the General Partner. Mr. Smetana began to perform his duties as chief financial officer and Anthony Krug ceased to serve as chief financial officer immediately following the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.  Mr. Krug remained an employee of the General Partner and provided transition services through March 31, 2018.  Mr. Hilton’s employment commenced on February 12, 2018 following the departure of Christopher DeLorenzo.  In connection with these management changes, the General Partner entered into a separation agreement and release with each of Messrs. Krug and DeLorenzo. 

 

Under the terms of the Krug separation agreement, Mr. Krug is entitled to receive the following severance benefits:



Under the terms of the DeLorenzo separation agreement, Mr. DeLorenzo is entitled to receive the following severance benefits:



The Company’s total estimated costs in connection with the departure of Messrs. Krug and DeLorenzo of approximately $2.7 million during the year ended December 31, 2018 was included in general and administrative expense (approximately $43,000 was included in accounts payable, accrued expenses and other liabilities as of December 31, 2018).



OTHER

On August 11, 2017, the Company acquired an existing mortgage note receivable encumbering a vacant developable land parcel located in Jersey City, New Jersey (the “Land Property”) with a balance of $44.7 million (the “Land Note Receivable”).  The Land Note Receivable matures in July 2019 and earns interest at an annual rate of 5.85 percent which accrues monthly and is payable at maturity.  In March 2018, the Company received a partial prepayment of $3 million.  The Land Property is currently an unimproved land parcel which operates as a surface parking facility.  Additionally, the Company entered into an agreement to acquire the Land Property, subject to the Company's ability to obtain all necessary development rights and entitlements to develop an apartment building on the land, and other related conditions to ensure that the Company can develop the project. The purchase price is $73 million, subject to adjustment based on the level of development rights obtained for the construction of a multifamily apartment building.



Through February 2016, the Company could not dispose of or distribute certain of its properties, which were originally contributed by certain unrelated common unitholders of the Operating Partnership, without the express written consent of such common unitholders, as applicable, except in a manner which did not result in recognition of any built-in-gain (which may result in an income tax liability) or which reimbursed the appropriate specific common unitholders for the tax consequences of the recognition of such built-in-gains (collectively, the “Property Lock-Ups”).  Upon the expiration in February 2016 of the Property Lock-Ups, the Company is generally required to use commercially reasonable efforts to prevent any sale, transfer or other disposition of the subject properties from resulting in the recognition of built-in gain to the specific common unitholders, which include members of the Mack Group (which includes William L. Mack, Chairman of the General Partner’s Board of Directors; David S. Mack, director; and Earle I. Mack, a former director), the Robert Martin Group (which includes Robert F. Weinberg, a former director and current member of the General Partner's Advisory Board), and the Cali Group (which includes John R. Cali, a former director and current member of the General Partner's Advisory Board). As of December 31, 2018, after the effects of tax-free exchanges on certain of the originally contributed properties, either wholly or partially, over time, 79 of the Company’s properties, primarily a portfolio of flex properties in Westchester County, New York with an aggregate carrying value of approximately $1.4 billion, are subject to these conditions.