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Home My Public Portal Aboutr 21-052Anolution of the j90rt1g4 of Tarr rf, N� 5C No, #21 -52 Date of Adoptlm March 25, 2021 AUTHORIZING EXECUTION OP BROKER'S ASSIGNMENT TO IDENTIFY A PASSENGER FERRY BOAT FOR POTENTIAL ACQUISITION WHEREAS, the Borough of Carteret ( "Borough" ) .is desirous of obtaining a used Ferry Boat as part of its future operation of a commuter ferry service from the Borough's waterfront wish is supported by significant grant funding; and WHEREAS, the Borough has received and reviewed a proposal from a recommended broker in the field to assist the Borough in locating a potential vessel for purchase under which the Broker's only remuneration will come from the seller of a ferry boat should the Borough decide to purchase the same. NOW, THEREFORE BE IT RESOLVED by the Mayor and Council of the Borough of Carteret, County of Middlesex, State of New Jersey that the appropriate Borough officials /officers are hereby authorized to execute a Brokerage Agreement with William B. Mollard, Inc., which will not incur any financial obligation upon the Borough. Adopted this 25t1i day of March, 2021 and certified as a true copy of the original on March 26, 2021. CARMELA POGORZELSKI, RMC Municipal Clerk RECORD OF COUNCIL VOTE COUNCILMAN YES NO NV A.B. COUNCILMAN NO NV A.II. BELLING X JOAAL DIAZ X KRUM X DIMASCIO. X NAPLES IYES X- Indicate Vote AB- Absent NV -Not Voting XOR- Indicates Vole t Veto Adopted at a meeting of the Municipal Council % 1 Mare 25, 202 Mobile: (917) 544 -2508 (973) 464 -4744 Phone /Fax: (407) 2177400 E-mail: wbmollard @8mail.com WILLIAM B. MCILLARD, INC. Ship Sale & Purchase Brokers BROKERAGE AGREEMENT 230 West 5th Avenue Windermere, FL 34786.3512 This Brokerage Agreement CAgreemenr) Is made and entered Into this 30th day of March 2021 by and between William B. Mollard, Inc., a Now Jersey corporation Imported Into the State of Florida (the "Broker"), and the Borough of Carteret, New Jersey (the "Buyer'). WHEREAS, the Buyer engages the Broker to Identify, negotiate and conclude purchase of a suitable United States flag Ferry ("Ferry") at a reasonable cost and on acceptable terms. WHEREAS, the Broker, a company founded In 2004 whose principal has been a ship broker for over 50 years, is an experienced ship sale & purchase broker and has been selected for this assignment. NOW THEREFORE, in consideration of the foregoing, and the mutual covenants and promises set forth herein, and for other good and valuable consideration, receipt of which Is hereby acknowledged, the Buyer and the Broker agree as follows: MARKET SURVEY During the term of this Agreement, the Broker will survey the U.S. flag ferry market to Identify suitable ferries for purchase. Specifically, the Broker will contact ferry owners to determine suitable fardes available for purchase, vessels' prices, terms, where and when such vessel$ can be inspected and where and when such vessels can be delivered. NEGOTIATIONS The Broker will negotiate the price, terms and conditions for the purchase of a vessel on behalf of the Buyer, arrange for inspection of the vessel under consideration and assist in the preparation of an appropriate sales agreement. Any such agreement will be subject to the Buyer's final approval. The decision to purchase any vessel identified by the Broker shall be In the sole discretion of the Buyer.. DURATION This Agreement between the Buyer and the Broker will continue until the assignment is fulfilled or until withdrawn by either party upon sixty (60) days notice. r" William B. Moliard, Inc, Page 2. REFERRALS During the term of this Agreement, the Buyer will refer to the Broker any proposals of suitable ferries which may be received by the Buyer directly so that the Broker might avoid duplication and coordinate all of Its efforts in the Buyer's behalf to obtain the best vessels at the best prices at any given tine. COMMISSION As Is the custom of the trade, brokerage commission is paidby- the_awner ofAhe vessel not by the buyers. BROKER'S OBLIGATIONS In consideration of this Agreement, the Broker will have the authority and agrees to; A. Undertake an immediate campaign, in the Broker's customary fashion, to canvass and solicit domestic ferry owners for suitable ferries for sale and propose same to the Buyer; B. Arrange for the Buyer's Inspection of vessel which Is-being considered for purchase; C. Negotiate price, delivery venue /date and other details with the shipowner and correspondents on behalf of the Buyer which the Buyer deems most suitable; D. Furnish any and all Information required by, the yeesel's owner, and /or the Buyer, necessary for concluding a sale agreements between the parties; E. Provide monthly activity reports of the vessels available for sale, along with sales concluded in the applicable ferry market; and F. Otherwise, cooperate with the Buyer in carrying out the purpose of this Agreement, BUYER'S OBLIGATIONS In consideration of this agreement, the Buyer agrees to: AA. Refer proposals of vessels the Buyer receives directly to the Broker to avoid 4 William B. Mollard, Inc, Page 3. duplication and to allow the Broker to coordinate all of the Broker's efforts in the Buyer's behalf; BB. if applicable, provide any and all financial Informa lIon required by vessel's owners to satisfy owner's evaluation of risk by entering into agreements with the Buyer; and CC. Otherwise, cooperate with the Broker In carrying out the purpose of this Agreement, REPRESENTATIONS AND WARRANTIES On the date hereof, the Buyer represents and warrants to the Broker that: AAA. Other than as permitted In this Agreement, the Buyer Is not and shall not be bound by any other agreements, restrictions or obligations which do or would in any way interfere with or be inconsistent with or be violated by this Agreement; BBB. The Buyer has full authority to enter Into and fulfill this Agreement and has taken all steps and has done all acts required by applicable law to permit the Buyer to enter into and fulfill this Agreement; On the date hereof, the Broker represents and warrants to the Buyer that: CCC. The Broker is fully qualified to enter into this agreement to perform to services required and has full legal power and authority to do so; DDD. The Broker will perform the services in a diligent, timely and professional manner; EEE. The Broker is not and shall not be bound by any other agreements, restrictions or obligations which do or would In any way interfere with or be inconsistent with or be violated by this Agreement; and FFF. The Broker has taken all steps and has done all acts required by applicable law to permit the Broker to enter into and fulfill this Agreement. CONFIDENTIALITY The provisions of this Agreement and all negotiations resulting therefrom will be conducted on a strictly private and confidential manner and the release of any Information to third parties will not be provided without the express consent of the Buyer. M William B. Mollard, Inc. Page 4. LAW/ARBITRATION This Agreement shall be governed by New Jersey law and any dispute arising out of this Agreement shall be referred to arbitration In the State of Now Jersey„ one arbitrator nominated by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall nominate in wrl(Ing its arbitrator and the two so appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision will be final. NOTICES All notices shall be in writing and shall be delivered by facsimile, a -mall, personally or deposited as Certified Mail, Return Receipt requested, postage prepaid, or by nationally recognized overnight courier services which delivers upon signed receipt, to the addressees below. FOR AND BEHALF OF: William B. Mollard, Inc. 230 5th Avenue Windermere, Florida 34786 -3612 Phone: (917) 544 -2508 E -mail: wbmollardra�amail.com William B. Mollard, President BUYER: The Borough of Carteret 61 Cooke Avenue Carteret, New Jersey 07008 Phone: (732) 541 -3807 E -mail: sicamQcarteret.net MI 1Ba-- By