Yes Asbury Park City Council, For the Last Time, The City Accepted In Writing the $33 million of Repairs to Be Done to the Casino Complex and Heating Plant

This has become exhausting, and this is the last column I’ll write before the July 8 Council meeting when they’ll talk about this.   Assuming of course I live until  Wednesday, because the frustration of having to repeat myself infinity  times is literally killing me. That’s the fault of the City Redevelopment Attorney for putting out more false news than a Soviet-era newspaper.

I will prove to Council that the City accepted a $33.6 million construction offer in writing, making it a binding contract.  Stop yawning and wake up; this one gets more exciting.

If you are new to this, here is the shortest recap a senior citizen can give about an unfinished building plan that started when I was in high school  (don’t aggravate me by asking if that’s a joke because it’s not). 

Are you starting to understand my frustration?  I am the “Rage of the Asbury Local” after watching 44 years of failure.  We can reverse that right now and take back the Casino, but the City Redevelopment Attorney alone stands in the way.

In January “Satan Construction Company,” who owns the Casino, inquired about a demolition permit. City residents rightfully lost their collective minds.  The Internet was lousy with doomsayers yelling an old rumor that the “rusty old contract” allows us less rights to stop developers than a Russian dissident has rights in Putin’s court.

Applesauce! I yelled in an Internet post. The contract lets us sue and take back the Casino at the same ridiculously low price that they paid for it decades ago. Then I went to bed.

That post gave the community more hope than a lotto ticket.  I woke up to piles of people so joyous about my post that hundreds stormed the next council meeting demanding action, while I thought to myself – “Geez, I hope I’m right about this.”

They were met by a City attorney who told them they have a better chance of winning that lotto ticket than I have of being right.

What he didn’t know is I’m in the Guinness Book of World Records for the weirdest hobby ever: I’ve collected and studied 44 years of Asbury Park Beachfront Redevelopment papers, seasoned by my 35 years as a litigation attorney. I talk about them at parties until I’m asked to leave.  There is no way I’m wrong about this. I’ve been waiting my whole life to do something useful with this info.

Deputy Mayor Amy Quinn did some quick math: If she checks out my story and I’m wrong, we are in the same position as before. Nothing lost.  If she checks out my story and I’m right, an historical building gets saved. How can she NOT test me?  Never play poker against someone who thinks that fast.

Quinn announced the City would hire retired Supreme Court Justice Lee A. Solomon to review my work to see if I’m right.  I thought to myself, “Geez, I hope I’m right about this.”

After writing a 900-page legal brief (only lawyers call something 900 pages a “brief”) and being cross examined for two hours by a Supreme Court Justice who was born smarter than I am right now (yeah, that was fun) – His Honor said I was right.   Naturally.  I never doubted myself.

Then someone at City Hall started acting like Benedict Arnold freebasing steroids.  Someone down there started acting like they really wanted Satan Construction Company  to win.   Behold the weirdness that happened next:

·      The Justice’s report saying I was right was hidden

·      Documents  were sent to the Justice behind my back

·      Important documents were hidden from the Justice

·      The good Justice never changed his opinion that I was right

·      Someone at City Hall decided to pretend the Justice said I was wrong.  The City Redevelopment Attorney did a memo claiming the Justice said I was wrong

·      The City published a Press Release “citing” the Justice, but it was actually citing the memo of their own attorney misstating what the Justice said

Good grief.  Did they think no one would read the Justice’s actual opinion?  Asbury Park people are way too smart to fall for that.

Since then I have spent months writing lengthy explainers, interviewing, talking, wrestling, boxing, dancing, all in the name of convincing the City Council that the Justice said I was right. 

Don’t blame the City Council – what are they supposed to do when their lawyer keeps saying I’m wrong?    It’s like finding yourself at a fork in the road with the wrong map, and your mother and mother-in-law are in the back seat telling you to go in different directions.

I was supposed to be spending these past months getting awarded the keys to the City and never again having to pay for my own drinks around here for saving the Casino.

I have answered all the City Council’s questions except for one – they want to know if a certain document was reduced to a contract in writing.  I’ve already answered 5 ways under the law and under the sun that it doesn’t need to be in writing -  but their lawyer is telling them if I can’t show a writing, I’m wrong.  I could show that guy his own signature in writing and he’ll still say I’m wrong, no matter how many times a Supreme Court Justice who was paid $20,000.00 says I’m right. 

Insert the longest sigh ever made here.

Fine.  I’ll show it in writing. Here it goes.  And if you’ve noticed my previous columns read like they were from a buttoned-down serious lawyer writing to a Court, while this one reads like a guy upset he’s not celebrating victory at an Asbury bar and drinking gin like W.C. Fields, you’re right twice.

One of the documents held back from the Justice was a 2007 contract.  As usual every assertion I make about it will be supported by the exact language cut and pasted from the contract, while the City’s lawyer just says, “trust me.”  Or he does something worse (wait until you get to the end to see what he did!).

Let’s do this Socraticly, with questions and answers.

1.        Why did this 2007 contract get made?

Madison Marquette, also known as Satan Construction Company, wanted to buy  all the Boardwalk buildings from Asbury Partners, also known as Demonic Partners.

Satan Construction said to the City:

“I want to buy the Casino, and I know Demonic Partners never fixed it up.  I don’t want to inherit their defaults.  Let me buy it now in 2007, and I promise to enter a construction contract later, but you gotta promise me you won’t default me until after I sign that construction contract.” 

Satan continued, “We are going to partner with Demonic Developer in a new joint venture  for that construction contract to come later. That joint venture will be called Madison Asbury Retail, or MAR for short.”

Here is how the boring contract and resolution puts it:

"WHEREAS,  Madison  Marquette  has  requested  an  Estoppel certificate to provide it  comfort that the Citywill not declare  in  default  the Master Developer  or  the  joint  venture,  for  work to  be undertaken by the jointventure and Master Developer as  it relates  specifically  to  the  retail  component  of  the  prime renewal  area  but  also  as  to  the  other  projects  in  the  prime renewal area."

See – exactly as I said.

2.        The City Demanded Something Too

The City said:

 “What do you think I am -  stupid?  You think I’m going to not default you on your promise to sign a contract later? What if you never sign one?  I’ll tell you what, Satan.  I’ll agree, but this contract must say if you don’t sign a later construction contract, this “no default” part of the deal is void.” 

Satan eyed the lovely beachfront he was about to ruin and said, “Okay.”

Here is how the boring contract puts it:

"WHEREAS,  in  the  event a subsequent developers agreement is

not  entered into  between  the  City of Asbury  Park  and Madison. Asbury Retail,  LLC,  then in  that event certainportions of the Estoppel Certificate shall become void and of  no further force  or effect;"

See, exactly as I said.

3. Then the City said, “And another thing…”

So the City said, 

“And another thing, Satan.  Demonic Partners already agreed to do $33.6 million in repairs to the Casino, in this thing called the Clarke Caton Hintz report.  In it they agreed to detailed plans to redevelop the old Arena, The Arcade over the boardwalk, the Carousel House, the building behind it and the Heating Plant.  We ain’t negotiating that again, so  if you sign that construction contract later, it must be for the same work.”

Satan responded,

“You know my word is good (fingers crossed behind his back).  But I’ll tell you what I’ll do - let’s put a summary of the  Clarke Caton Hintz report right in this 2007 contract, and if I ever sign that later construction contract, I’ll do the very same work.   So we don’t lose track of that work in the contract, let’s call it EXHIBIT B.”

Here is how they listed construction obligations in the 2007 contract and resolution as to the Casino:

B.                Long Term Vision

"The City of Asbury Park  will promptly begin negotiation with the joint venture of a subsequent developers agreement  toprovide for the development of the retail component of the prime renewal area of the waterfront redevelopment zone,with  the following scope and

characteristics•:

2.    The Casino building will be built out as per the requirements of the CAFRA  permit. The Carousel building will be the home for a "Festive Market" themed to host best of New Jersey" type concessions. These concessions will sell evertingfrom fresh

fruits and vegetables to coffee and deserts to sandwiches and specialized ethnic fare to souvenirs and artistic-.ware. This will become: a major destination point for local residents and tourists alike. Special short term  parking areas will be constructed to accommodate the retail traffic.

3.    The Arena section of the Casino will become a three  story retail/entertainment  complex. Wlth great retail  on the first floor  restaurants on the second  floor and a nightclub on the third. Depending  on Cafra regulations an observation tower is also envisioned attached to the structure.

4.   The Arcade between the two buildings will be used by the public  to traverse the boardwalk: as well as gains entrance to the retail establishments. Vertical transportation devices will be placed in the arcade for the use by the public to gain 2^nd and 3^rdfloor access.

5.    The Power Plant  will be leased to a restaurant operator and renovated as per the CAFRA permit."

See, exactly as I said.

4.  There you go again….

Then the City said,

“There you go again, Satan. You still think I’m stupid.   Demonic Partners has spent  too many years letting the Casino rot.   I want them on this agreement.  Here is what I want:  The three of us are going to agree that Demonic Partners is NOT off the hook here.  They keep the responsibility they always had, to do this $33.6 million of Casino work.   That way if you don’t enter a later construction contract, Demonic Partners stays on the hook for it and we can default them.   In fact, that’s so important to me, I want this contract to say it twice.”

Here is the exact contract language that keeps Demonic Partners (Asbury Parters) on the hook for the $33.6 million worth of work.  And it says it twice:

"Be it  further understood that Sections 2, 3 and 4 of

this Estoppel Certificate are expressly subject to Madison Marquette entering into a joint

venture with Madison Asbury. Master Developer shall remain liable to complete the

scope of work which is annexed as Exhibit B annexed hereto. The City further

acknowledges that. Section 2, 3 and 4 of this Estoppel Certificate shall become void and

of no further force or effect should Madison Asbury fail to enter into a subsequent

developers agreement with the  City of Asbury Park for all work necessary in the retail

area of the prime renewal area under the Redeveloper Documents as the same may be

hereafter modified; except that  until such subsequent developers agreement is entered into Master Developer shall remain responsible for the obligations set forth in the scope

of work annexed as Exhibit B to this Estoppel Certificate."

See, exactly as I said.

See that City Council?  It says it twice.  Demonic Partners must do the $33.6 million in Casino construction, so long as Satan Construction never signs a construction SDA.

Did Satan or their joint venture ever sign a construction SDA for the Casino?  Thank goodness you hired Justice Solomon, because he already found that while Satan signed one for all the other boardwalk buildings, not so for the Casino complex.  That’s why he found Demonic Partners is still on the hook since 2002.  Here are some of his quotes, because unlike your lawyer, I always give you the quotes:

·      Justice Solomon, April 23, 2026:

“However, unlike Convention Hall, the obligation to redevelop the Casino remains with Asbury Partners under the 2002 Agreement.”

•       Justice  Solomon, April 23, 2026:

“Asbury Partners would be liable for any default in the redevelopment of the Casino, and the City's remedies would be governed by the 2002 Agreement; these remedies may include repurchasing the Casino…”

And don’t let your lawyer confuse you with a word salad about the irrelevant 2006 DRA contract, because Justice Solomon already found that it only affects the work contained therein ($1.3 million), and does not affect defaults from other contracts (like the $33 million construction obligation from 2002). Also, if you look at a calendar, 2007 comes after 2006. Solomon said it 3 times. These quotes are from his March 28 report:

“The 2006 Agreement explicitly states that projects other than those listed therein "shall remain governed by the dispute resolution provisions set forth in the [2002 Agreement]." Id. §6(a).”

“Asbury Partners’ remaining redevelopment obligations, if any, would only be those that were provided under the 2002 Agreement but that were not listed as projects under the 2006 Agreement and, therefore, were not subsumed.

If there are any remaining redevelopment obligations of Asbury Partners regarding the Casino, remedies for default would be governed by the 2002 Agreement. “

See City Council?  Justice Solomon said 3 times the 2006 DRA does not cancel any other construction obligations.  3 times.   If anyone on the council denies this on July 8, you deserve to have a tomato thrown at you.  Of course I’m discouraging tomato throwing.  Maybe we all just scream, “Tomato!” until you stop denying what Justice Solomon said.

Let me get back to the beginning. Did the City sign this 2007 contract?  It was signed by Mayor Kevin Sanders.  I grew up with that cat, and I know where he lives so if you want to meet me at his house we can confirm his signature and Adrienne will cook us dinner when we get there.

Demon and Satan signed on too.  The 2007 agreement was requested by them per the 2002 contract that requires the City to approve land transfers. They can’t buy the Casino without it.  It was signed by the Mayor, approved by council resolution, and attached by Demon and Satan as an Exhibit to the formation documents of their company known as MAR.

It is beyond dispute that everyone who has worked my last nerve these past few months is a party to the 2007 agreement. 

So change your Press Release, City Council.  And file suit to take back the Casino.

Something Sinister The City’s Lawyer Did

Oh, I have one regrettable thing to bring to your attention.  Yesterday your lawyer gave a statement to reporter Sarah Denos of OPGOV.news.   He claimed this 2007 agreement says the following about the Casino construction:

“Asbury Partners ‘shall not be liable to perform or complete’ that work.”

Wait…What!!!!!!  I yelled just before fainting.  It says that?  How’d I miss that?   I know this contract better than the people who wrote it! 

I have scoured these contracts every Thursday at Franks Deli along with publisher Dan Jacobson of the triCityNews for 5 months.  I’ve suffered the indignity of his stealing my French fries weekly.  He’s a smart lawyer – how’d we both miss that?

So I start word searching the 2007 contract … I start AI searching it…

Then I noticed the quote marks aren’t around a complete sentence.  Did your lawyer take something out of context?    So I start eyeballing it … and I found what he did there.

Remember Satan put in this 2007 contract that if they ever sign a future construction contract it will be with a new joint venture company  to be formed with Demonic  Partners?  It has an asterisk that creates a footnote and it clearly says if their new joint venture signs a construction contract, only THEN is Demon off the hook (because the new joint venture will be on the hook). But of course they never did sign a construction contract, as Solomon confirmed.

I’m going to put both quotes side by side so you can see how cute your lawyer tried to be by loping off all but the end of the sentence:

What your lawyer said the contract said:	What the contract actually said:
“Asbury Partners ‘shall not be liable to perform or complete’ that work.”	*Such scope and characteristics are subject to the mutual approval of the City, the joint venture and Asbury Partners,LLC to be memorialized in a subsequent developers agreement, and Asbury Partners, LLC shall not be liable to perform or complete the scope of work set forth in thisParagraph B.

The quote on the left from the City’s lawyer pretends the whole contract says Asbury Partners is off the hook for the $33.6 million of work.  The quote on the right, FROM THE ACTUAL CONTRACT, says they are only off the hook if a new company signs a subsequent developer agreement for the Casino.  Solomon said they never did.  They didn’t.

Do you know how much time, effort and money your lawyer cost me between reading what he told the news, me fainting, waking up, reading again, researching and then typing up this explanation to you?

Remember, no one is paying me like you are paying him.  He should have a little more respect for me than to pull a stunt like that.  If we were in court I’d ask for costs and fees.

Why is this City lawyer fighting so hard for the developer that he has resorted to misrepresenting what Solomon said and what the contracts say?  Why?  Maybe he’s just confused?

I don’t see how you can trust that man after July 8.

It’s now 6:14 am on July 4 and I’ve been up all night typing this.  I’m going to make some pork roll and sleep on the couch.  See you July 8.  Everyone bring a friend to help save the Casino.