The URL can be used to link to this page

Home My Public Portal Aboutr 22-084�Reeolution of the jgnroug4 of Turtad, No. #22 -84 Dale of RESOLUTION OF THE BOROUGH OF CARTERET DESIGNATING EQUINIX INC. AS REDEVELOPER OR CERTAIN PROPERTY KNOWN AS BLOCK 2801, LOT 18 ON THE OFFICIAL TAX MAPS OF THE BOROUGH AND AUTHORZING Tilt BOROUGH TO ENTER INTO A REDEVELOPMENT AGREEMENT N� J. March 24, 2022 WHEREAS, the Borough Council,in accordance with the Redevelopment and Housing Law, constituting Chapter 79 of the Pamphlet Laws of 1992 of the State, and the acts amendatory thereof and supplemental thereto (the "Redevelopment Law ", as codified in N.J.S.A. 40A:12A -1 et seq.), has designated certain properties formerly known as Block 49.01, Lots 4, 9 and 11; Block 49.02; Lot 2, Block 64.01, Lots 1, 2, 3, 4.01, 4.03, 4.04, 5, 6.01, 6.02, 7 and 8; Block 64.02, Lots 1, 2.01, 2.02, 3 and 7 as an area in need of redevelopment (tire "Redevelopment Area "); WHEREAS, in accordance with.the Redevelopment Law, the Borough Council has adopted an ordinance approving and adopting the Federal Boulevard Redevelopment Plan governing the Redevelopment Area; and WHEREAS, Equinix Inc. is the lessee of that parcel of real property located within the Redevelopment Area at 1400 Federal Boulevard, Carteret, New Jersey and designated on the Official Tax Map of the Borough as Block 2801, Lot 18, formerly designated as Block 64.02, Lot 7 (the "Project Arca" ); and WHEREAS, Equinix Inc. desires to expand, or otherwise construct one or more additions to, the existing data center building located'within the Project Area, including any and all other improvements related thereto; and WHEREAS, the Borough desires to designate Equinix Inc. as the redeveloper of the Property and enter into a Redevelopment Agreement, the form of which is attached hereto as Exhibit A. ' NOW, THEREFORE, BE IT RESOLVED as follows: Section 1. Equinix Inc. is hereby designated as the redeveloper of the Project Area for all purposes of the Redevelopment Law. Section 2. The Redevelopment Agreement is hereby authorized to be executed and delivered on behalf of the Borough by either lire Mayor, Chief Financial Officer or Director of Law (each an "Authorized Officer "), in substantially the form attached hereto as Exhibit A, with such changes as an Authorized Officer, in its respective sole discretion, after consultation with such counsel and any advisors to the Borough (collectively, the `Borough Consultants "), as such Authorized Officer deems necessary, desirable or convenient in such Authorized Officer's sole discretion. Section 3. The Borough Clerk is hereby authorized and directed, upon the execution of each of the Redevelopment Agreement in accordance with the terms of Section 2 hereof, to attest to the Authorized Officer's execution of the Redevelopment Agreement and is hereby further authorized and directed to thereupon affix the seal of tine Borough to the Redevelopment Agreement. NO. #22 -84 PAGE 2 Section 4. The Authorized Officers are each hereby further authorized to perform any act, execute or acknowledge and deliver any other document, instrument, agreement, deed or certificate, which the Authorized Officer, after consultation with the Borough Consultants, deems necessary, desirable or convenient and the Borough Clerk is hereby further authorized and directed to attest to such execution or acknowledgement and to affix the seal of the Borough to any such document, instrument or certificate. Section 5. All actions of the Authorized Officers and the Borough Consultants taken prior to the date of adoption hereof in connection herewith are hereby ratified and approved. Section 6. Upon the adoption hereof, the Borough Clerk shall forward certified copies of this resolution to Matthew C. Karrenberg, Esq., DeCotiis, Fitzpatrick, Cole & Giblin, LLP, Special Redevelopment Counsel to the Borough. Adopted this 241h day of March, 2022 and certified as a true copy of the original on March 25, 2022. CARMELA POGORZELSKI, RMC Municipal Clerk RECORD OR COUNCIL VOTE COUNCILMAN YES NO NV A.B. COUNCILMAN YES NO NV A,B. BELLINO X JOHAL X DIAZ X KRUM DIMASCIO X NAPLES X X - Indicate Vote AB- Absent NV - Not Voting XOR- Indicates Vole to Overrule Veto Adopted at a meeting of the Municipal Council March 2 ..... CLERK 9 REDEVELOPMENT AGREEMENT BY AND BETWEEN BOROUGH OF CARTERET, NEW JERSEY, as the Redevelopment Entity and Equinix, Inc. as the Redeveloper Dated as of July 11, 2022 US.335464037.09 TABLE OF CONTENTS Recitals .................. Article I Definitions and Interpretations Section1.01 Definitions......................................................................................................2 Section 1.02 Interpretation and Construction.....................................................................8 Article II Description of Project Area and the Project Improvements Section2.01 Project Area...................................................................................................9 Section 2.02 Proposed Development..................................................................................9 Section 2.03 Vertical Improvements...................................................................................9 Section 2.04 Infrastructure Improvements, Remediation...................................................9 Section2.05 Project Schedule.............................................................................................9 Section2.06 Project Costs, Financing..............................................................................10 Article III Financial Obligations Section 3.01 The Redeveloper's Financial Commitment.................................................10 Section 3.02 Project Costs................................................................................................10 Section3.03 Borough Costs..............................................................................................10 Section3.04 Reserved......................................................................................................10 Section 3.05 Governmental Approval Fees...................................................................... I I Section3.06 Redeveloper's Fee........................................................................................I I Article IV Environmental Matters Section 4.01 Environmental Compliance in General........................................................I I Section 4.02 Redeveloper Indemnification of Borough...................................................11 Section 4.03 Industrial Site Recovery Act Compliance....................................................12 Section 4.04 Borough Cooperation and Environmental Reports......................................12 Section 4.05 Environmental Insurance.............................................................................12 -i- #3163657 US.335464037.09 Article V Construction of Project Improvements Section 5.01 Construction of Project Improvements........................................................12 Section 5.02 Relocation of Utilities..................................................................................13 Section5.03 Prevailing Wages.........................................................................................13 Section5.04 First Source Employment...........................................................................13 Section5.05 Project Labor................................................................................................13 Section5.06 Intentionally Deleted....................................................................................13 Section 5.07 Nondiscrimination During Construction; Equal Opportunity ......................13 Section5.08 Maintenance of Project Area.......................................................................14 Section5.09 Reserved.......................................................................................................14 Section5.10 Traffic..........................................................................................................14 Section5.11 Neighborhood Impacts.................................................................................14 Section 5.12 Estoppel Certificates....................................................................................14 Section5.13 Cooperation..................................................................................................15 Article VI Project Oversight Section6.01 Progress Meetings........................................................................................15 Section 6.02 Progress Reports..........................................................................................15 Section6.03 Access to Property.......................................................................................16 Section 6.04 Submissions and Presentations to the Borough...........................................16 Article VII General Development Requirements Section7.01 Scope of Undertaking..................................................................................16 Section7.02 Standards of Construction............................................................................16 Section 7.03 Compliance With Applicable Law...............................................................17 Section7.04 Payment of Project Costs.............................................................................17 Section7.05 Liens.............................................................................................................17 Article VIII Approval of Applications For Governmental Approvals Section 8.01 Site Plan Approval.......................................................................................17 Section 8.02 Submission of Construction Plans...............................................................17 Section8.03 Borough Cooperation...................................................................................17 Section 8.04 Change in Plans............................................................................................18 Section 8.05 Effect of Review of Plans............................................................................18 Section 8.06 Approvals Contingency...............................................................................18 #3163657 US.336464037.09 Article IX Representations and Warranties; Redeveloper Covenants Section 9.01 Representations and Warranties by the Redeveloper...................................19 Section 9.02 Representations and Warranties by the Borough.........................................21 Section9.03 Mutual Representations...............................................................................22 Section 9.04 Redeveloper Covenants...............................................................................22 Section9.05 Borough Covenants......................................................................................23 Section9.06 Recording, Project Covenant.......................................................................24 Section 9.07 Effect and Duration of the Covenants..........................................................24 Section 9.08 Enforcement of Covenants by the Borough.................................................25 Article X Intentionally Deleted Article XI Certificates of Occupancy and Completion Section 11.01 Certificate of Occupancy...........................................................................25 Section11.02 Certificate of Completion..........................................................................26 Article XII Transfers Section 12.01 Prohibition Against Speculative Development..........................................26 Section 12.02 Prohibition Against Transfers....................................................................26 Section12.03 Intentionally Deleted..................................................................................26 Section 12.04 Transfers of Property or Project Improvements Prior to Issuance of Certificateof Completion..................................................................................................26 Section 12.05 Permitted Transfers....................................................................................27 Section 12.06 Notice of Permitted Transfers...................................................................28 Section 12,07 Consent to Transfer........... Article XIII Indemnification; Insurance ..........................................................28 Section 13.01 Redeveloper Indemnification.....................................................................29 Section 13.02 Insurance Required....................................................................................30 Article XIV Mortgage Financing; Notice of Default to Mortgagee; Right to Cure Section 14.01 Mortgage Financing...................................................................................31 Section 14.02 Notice of Default to the Redeveloper and Right to Cure ...........................31 Section 14.03 No Guarantee of Construction or Completion by Holderr ..........................32 #3163657 US.335464037.09 Section 14.04 Borough's Option to Pay Mortgage Debt or Purchase Land .....................33 Article XV Additional Termination Rights Section 15.01 Additional Termination Rights of Borough...............................................34 Article XVI Events of Default Remedies Section16.01 Events of Default.......................................................................................34 Section 16.02 Uncontrollable Circumstances...................................................................35 Section 16.03 Remedies Upon Events of Default by the Redeveloper .............................36 Section 16.04 Remedies Upon Events of Default by the Borough...................................36 Section 16.05 Specific Performance.................................................................................36 Section16.06 Failure or Delay.........................................................................................36 Section 16.07 Remedies Cumulative................................................................................37 Section 16,08 Continuance of Obligations.......................................................................37 Section 16.09 Litigation Costs..........................................................................................37 Section16.10 Mitigation...................................................................................................37 Article XVII Miscellaneous Section17.01 Notices..........................................................................------------.............37 Section 17.02 Conflict of Interest.....................................................................................38 Section 17.03 No Consideration for Redevelopment Agreement....................................38 Section 17.04 Non -Liability of Officials and Employees of the Borough .......................39 Section 17.05 Non -Liability of Officials and Employees of Redeveloper .......................39 Section 17.06 Intentionally Deleted..................................................................................39 Section 17.07 No Brokerage Commissions......................................................................39 Section 17.08 Provisions Not Merged With Deeds..........................................................39 Section 17.09 Successors and Assigns..............................................................................39 Section 17.10 Titles of Articles and Sections...................................................................39 Section 17.11 Severability................................................................................................39 Section 17.12 Modification of Redevelopment Agreement.............................................40 Section17.13 Execution of Counterparts.........................................................................40 Section 17.14 Prior Agreements Superseded....................................................................40 Section 17.15 Waivers and Amendments in Writing........................................................40 Section 17.16 Drafting Ambiguities; Interpretation.........................................................40 Section 17.17 Governing Law..........................................................................................40 43163657 US.335464037.09 Exhibits Exhibit A Redevelopment Plan Exhibit B Site Plans Exhibit C Borough Council Resolution Number 22-84 Exhibit D Project Schedule Exhibit E Redeveloper Ownership Structure Exhibit F Form of Certificate of Completion 43163657 US.335464037.09 THIS REDEVELOPMENT AGREEMENT (the "Redevelopment Agreement"), dated as of July 11, 2022, by and between THE BOROUGH OF CARTERET, a municipal corporation of the State of New Jersey with offices at Carteret Borough Hall, 61 Cooke Avenue, Carteret, New Jersey 07008, acting in the capacity of a redevelopment entity pursuant to the provisions of the Local Redevelopment and Housing Law, N.J.S.A. 40A:12A-1 et seq., as amended and supplemented (the "Redevelopment Law") and its respective successors and assigns (the "Borough"), and EQUINIX, INC., a Delaware coropoaation with offices at 1 Lagoon Drive, Redwood City, California 94065, and its permitted successors and assigns (the "Redeveloper" and, together with the Borough, the "Parties"). RECITALS: WHEREAS, the Borough Council has adopted an ordinance approving and adopting the Federal Boulevard Redevelopment Plan (the "Redevelopment Plan", a copy of which is attached hereto as Exhibit A) in accordance with the Local Redevelopment and Housing Law, N.J.S.A. 40A:12A-1 et seq. (the "Act'); and WHEREAS, the Redevelopment Plan relates to certain properties within the Borough formerly known as Block 49.01, Lots 4, 9 and 11; Block 49.02; Lot 2, Block 64.01, Lots 1, 2, 3, 4,01, 4.03, 4.04, 5, 6.01, 6.02, 7 and 8; Block 64.02, Lots'1, 2.01, 2.02, 3 and 7 (collectively the "Redevelopment Area"); and WHEREAS, the Redeveloper is the lessee of that parcel of real property located within the Redevelopment Area at 1400 Federal Boulevard, Carteret, New Jersey and designated on the Official Tax Map of the Borough as Block 2801, Lot 18, formerly designated as Block 64.02, Lot 7 (the "Project Area"); and WHEREAS, the Redeveloper desires to expand, or otherwise construct one or more additions to, the existing data center building located within the Project Area, including any and all other improvements related thereto, all in accordance with the Redevelopment Plan and as set forth in the Site Plans; and WHEREAS, on March 24, 2022, the Borough Council adopted resolution number 22-84, a true and correct copy of which is attached hereto as Exhibit C, authorizing the execution and delivery of this Redevelopment Agreement and designating the Redeveloper as the redeveloper of the Project Area, subject to the execution and delivery of this Redevelopment Agreement by the Redeveloper; WHEREAS, in order to set forth the terms and conditions under which the Parties shall carry out their respective obligations with respect to the development of the Project Area, the Parties have determined to execute this Redevelopment Agreement. NOW, THEREFORE, for and in consideration of the mutual promises, representations, covenants and agreements contained herein and the undertakings of each Party to the other and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby and to bind its successors and assigns, do mutually promise, covenant and agree as follows: ARTICLE I DEFINITIONS AND INTERPRETATIONS SECTION 1.01. Definitions. In this Redevelopment Agreement, unless a different meaning clearly appears from the context: "Affiliate" means with respect to the Redeveloper, any other Person directly or through one or more intermediate entities Controlling or Controlled by, or under direct, or through one or more intermediate entities, Control with the Redeveloper. "Agreement" means this Redevelopment Agreement, as the same may be amended or supplemented from time to time in accordance with its terms. "Applicable Law" means any statute, law, constitution, charter, ordinance, resolution, judgment, order, decree, rule, regulation, which, in any case, shall be enacted, adopted, promulgated, issued or enforced by any Governmental Authority, and/or court of competent jurisdiction. With regards to any ordinance, resolution, rule or regulation of the Borough, "Applicable Law" shall mean such ordinance, resolution, rule or regulation of the Borough that is either effective as of the date hereof or does not otherwise materially increase the obligations of the Redeveloper hereunder. "Approved Site Plans" means the Site Plans, as may be modified and approved by the Planning Board. "Borough" means the Borough of Carteret, a political subdivision of the State of New Jersey, and its permitted successors and assigns. "Borough Costs" is defined in Section 3.03 hereof. "Borough Council" means the governing body of the Borough. `Borough Event of Default' means, with respect to the Borough, an Event of Default, as such term is defined in Section 16.01 hereof. "Borough Indemnified Parties" means the Borough and its officers, elected officials, agents, employees, contractors and consultants. "Certificate of Completion" means a certificate issued by the Borough upon Completion or Substantial Completion of the Project pursuant to Section 11.02 hereof in the form attached as Exhibit F. "Certificate of Occupancy" means a permanent Certificate of Occupancy, as such term is defined in the New Jersey Administrative Code, issued with respect to all or a portion of the Project upon completion of all or a portion of the Project Improvements. "Change in Law" means the enactment, promulgation, modification or repeal of or with respect to any Applicable Law subsequent to the Effective Date, which establishes requirements affecting performance by the Party relying thereon as a justification for its failure to perform any obligation under this Agreement. "Claim" means any pending or threatened claim, demand, notice, allegation, order, directive, suit, action, cause of action, judgment, lien, demand for arbitration, proceeding, or investigation by any Person. "Commence[ment of] Construction" means the undertaking by Redeveloper of any actual physical construction of any Project Improvements. "Complet[], led] or lionl" means that (a) all work related to the Project Improvements, or a portion thereof, or any other work or actions to which such term is applied (other than any Remediation of the Project Area supervised by a Licensed Site Remediation Professional in accordance with Applicable Law), has been completed, acquired and/or installed in accordance with this Agreement and in compliance with Applicable Laws so that (i) the Project Improvements, or any portion thereof that have been Completed, as the case may be, may, in all respects, be used and operated under the applicable provisions of this Agreement, or (ii) with respect to any other work or action to which such term is applied, that the intended purpose of such work or action has been completed, and (b) all permits, licenses and approvals that are required in order that a Certificate of Completion can be issued for the Project Improvements, or any portion thereof that have been Completed, or such other work or action to which such term is applied are in full force and effect. "Control" (including the correlative meanings of the terms "controlled by" and "under common control with"), as used with respect to the Redeveloper, means the possession, directly or through one or more intermediate entities, of the power to direct or cause the direction of the management policies of the Redeveloper, whether through the ownership of voting securities or by contract or otherwise. "Effective Date" means the date of this Agreement set forth in the preamble of this Agreement. "Eminent Domain Act" means the law governing the acquisition of real property by the Borough, as codified at N.J.S.A. 20:3-1 et seq. as the same may be amended or supplemented from time to time. "Environmental Law" or "Environmental Laws" means any and all federal, State, regional, and local laws, statutes, ordinances, regulations, rules, codes, consent decrees, judicial or administrative orders or decrees, directives or judgments relating to pollution, damage to or protection of the environment, environmental conditions, or the use, handling, processing, distribution, generation, treatment, storage, disposal, manufacture or transport of Hazardous Substances, presently in effect or hereafter amended, modified, or adopted including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") (42 U.S.C. sect. 9601-9675); the Resource Conservation and Recovery Act of 1976 ("RCRA") (42 U.S.C. sect. 6901, et. seq.), the Clean Water Act (33 U.S.C. sect. 1251, et. seq.); the New Jersey Spill Compensation and Control Act (the "Spill Act") (N.J.S.A. 58:10-23.11, et. seq.); the Industrial Site Recovery Act, as amended ("ISRA") (N.J.S.A. 13: IK-6, et. seq.); the New Jersey Underground Storage of Hazardous Substances Act (N,J.S.A. 58:1 OA-21, et, seq.), the New Jersey Water Pollution Control Act (N.J.S.A. 58:IOA-I et. seq.); the New Jersey Environmental Rights Act (N.J.S.A. 2A:35A- 1, et. seq.); and the rules and regulations promulgated thereunder. "Estoppel Certificate" is defined in Section 5.12 hereof. c "Event of Default" means the occurrence of any Redeveloper Event of Default or Borough Event of Default, as the case may be. "Exhibits " means any exhibit attached hereto which shall be deemed to be a part of this Agreement as if set forth in full in the text hereof. "Foreclosure" is defined in Section 14.03(b) hereof. "Governmental Approvals" means all necessary reviews, consents, permits or other approvals of any kind legally required by any local, county, state or federal governmental entity, including without limitation the Borough and the Planning Board, required to be obtained in order to construct the Project Improvements. "Governmental Authority" means the federal government, the State, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of government and any other governmental entity with authority over the Project or the Project Area, including without limitation, the Borough and the Planning Board. "Hazardous Substance or Hazardous Materials" means any substance, chemical or waste that is listed as hazardous, toxic, a pollutant or contaminant, or dangerous under any applicable federal, state, county or local statute, rule, regulation, ordinance or order. "Material Change" means, with respect to the Site Plans, any change in the Site Plans that would result in any material change (a) in the placement, footprint, square footage or height of any and all buildings or structures, (b) in the type of material to be used for the exterior of any and all buildings or structures, (c) in the color or exterior appearance of any and all buildings or structures, (d) in the type of material, or any other change that would alter the placement or appearance of any of the roads, roadways, driveways, parking areas (including the number of parking spaces), walkways, sidewalks, or exterior lighting and fixtures, (e) in the placement, grade, or point of connection or hook- up, for any site drainage, drainage outfalls, detention basins, water, storm or sewer service lines, (f) that would cause any of the utilities to be built or constructed at or above ground level or grade, and (g) that would otherwise alter the view or appearance of any of the Project Improvements from any and all of the surrounding properties. "Municipal Land Use Law" means N.J.S.A. 40:55D-1 et seq., as amended and supplemented. "NJDEP" means the New Jersey Department of Environmental Protection, and any successor agency to which its powers are transferred. "Off -Site Infrastructure Improvements" means any improvements outside the Project Area, made necessary by the Vertical Improvements, On -Site Infrastructure Improvements, and/or Remediation, that are to be constructed and maintained by the Borough (on behalf of, and paid for by, the Redeveloper) and/or by the Redeveloper in order that the Redeveloper may satisfy the requirements of any applicable Governmental Approvals, including, without limitation, (a) all roadways, bridges and off -site infrastructure improvements, (b) grading, site drainage, drainage outfalls, walkways, subsurface excavation and other site preparatory work for the off -site infrastructure improvements, lighting within off -site parking areas, landscaping, fire hydrants and roadways, in each case, (c) water and sewer service lines for the Project Area, including hook-ups and service laterals for water, storm and sanitary sewers, and other utilities, including electric, gas, telephone and cable services (all of which are to be built underground except as shown on the Site Plans), and (d) all other improvements which are or may be required to accommodate construction, occupancy and use of the Project. "On -Site Infrastructure Improvements" means any improvements within the Project Area, excepting the Vertical Improvements and Remediation, including, without limitation, (a) all roadways, bridges and on -site infrastructure improvements, (b) grading, site drainage, drainage outfalis, walkways, subsurface excavation and other site preparatory work for the Project, lighting within on -site parking areas, landscaping, fire hydrants and interior roadways, in each case, (c) water and sewer service lines for the Project Area, including hook-ups and service laterals from a building to the curb for water, storm and sanitary sewers, and other utilities, including electric, gas, telephone and cable services (all of which are to be built underground except as shown on the Site Plans), and (d) all other improvements which are or may be required to accommodate construction, occupancy and use of the Project. "Outside Completion Date" is defined in Section 15.01. "Permitted Transfers" is defined in Section 12.05 hereof, "Person" means any individual, sole proprietorship, corporation, partnership, joint venture, limited liability company, trust, unincorporated association, urban renewal entity, institution, or any other entity. "Planning Board" means the Planning Board of the Borough. "Prevailing Wage Act" means N.J.S.A. 34:11-56.25 et seq., as amended and supplemented. "Progress Meeting" is defined in Section 6.01 hereof. "Progress Report" is defined in Section 6.02 hereof. "Proiect" means the undertaking, design, permitting, financing, construction and completion of the Project Improvements, in, on, under, above, around and otherwise applicable and related to the Project Area. "Project Area" has the meaning given in the Recitals. "Proiect Costs" means all costs of the Project, including, without limitation, the design, permitting and construction of the Project Improvements, and the Borough Costs. "Project Improvements" means, collectively, the Vertical Improvements, the Off - Site Infrastructure Improvements, the On -Site Infrastructure Improvements, if any, as required by the Approved Site Plans, and the Remediation, provided however, that "Project Improvements" shall not be deemed to include any improvements to be undertaken by third -party utility providers (i.e. electric, water, cable, telephone, or normal and customary tenant improvements etc.), regardless as to whether the cost of such improvements is to be paid by the Redeveloper. "Project Schedule" means the schedule for the design, permitting, financing, construction and completion of the Project by the Redeveloper, as set forth in Exhibit D attached hereto. "Redeveloper Event of Default" means, with respect to the Redeveloper, an Event of Default as defined in Section 16.01 hereof. "Redevelopment Area" has the meaning given in the Recitals. "Redevelopment Law" has the meaning given in the Recitals. "Redevelopment Plan" has the meaning given in the Recitals. "Remediation" means the performance and completion of all investigations and cleanup, wetlands mitigation, and any and all other activities necessary or required for the cleanup or containment of all substances including, without limitation, Hazardous Substances, known or unknown, on, under or migrating to or from the Project Area, and the construction of the remedial systems, to the extent required by Applicable Law and Governmental Approvals, and to address any environmental contamination or condition or environmental damage to any natural resource including but not limited to air, groundwater, surface water or soil, required to implement the Redevelopment Plan in accordance with Environmental Laws. "Section" means a section or subsection of this Agreement. "Site Plans" means the preliminary and final site plans attached hereto as Exhibit B depicting those aspects of the Project Improvements required pursuant to the Borough's site plan ordinance and pursuant to the Municipal Land Use Law. "Site Plan Application" is defined in Section 8.01 hereof. "State" means the State of New Jersey. "Substantial Completion" means that (a) the requirements set forth in the definition of "Completion" have been satisfied, with the exception of certain immaterial portions of the work relating to the Project Improvements that have been Completed, or such other work remains to be Completed as long as the Redeveloper, with respect to the Project Improvements, has prepared and delivered to the Borough a "punch list" of items requiring completion or correction in order for the Redeveloper to fully comply with the terms of this Agreement, (b) "punch list" items have been reasonably agreed to by the Borough, and (c) such "punch list" items are capable of being Completed within ninety (90) days of the date that Completion is certified, or such later date as is mutually acceptable to the Parties, as long as the public health, welfare or safety is not impaired by such additional time for Completion; and provided further however, that all such "punch list" items shall be Completed under all circumstances within (i) one hundred eighty (180) days following the date that Completion is certified, as provided above, with respect to the exterior of any buildings and (ii) three hundred sixty-five (365) days following the date that Completion is certified, as provided above, with respect to the interiors of any buildings. "Substantial Completion" shall be evidenced by issuance of a Temporary Certificate of Occupancy for the Project Improvements, or any portion thereof that has been Substantially Completed. "Temporary Certificate of Occupancy" means a temporary Certificate of Occupancy issued with respect to the Project Improvements, or a portion thereof upon Substantial Completion of the Project Improvements or such portion thereof, "Term" means that period of time from the Effective Date of this Agreement until the Borough issues the Certificate of Completion. "Transfer" shall have the meaning ascribed to such term in Article XII hereof. "Uncontrollable Circumstance" means the events or conditions set forth below, or any combination thereof, that has (have) had or may reasonably be expected to have a material adverse effect on the rights of the Parties to this Agreement or a Party's ability to perform its obligations or comply with the conditions set forth in this Agreement provided however, that such act, event or condition shall be beyond the reasonable control of the Party relying thereon as justification for not performing obligation or complying with any condition required of such Party under the terms of this Agreement: (a) An act of God, such as severe natural conditions such as landslide, lightning strike, earthquake, flood, hurricane, blizzard, tornado or other severe weather conditions, severe sea conditions affecting delivery of materials or similar cataclysmic occurrence, nuclear catastrophe, an act of a public enemy, war, blockade, insurrection, riot, general unrest or general restraint of government and people, strikes, lockouts or similar labor unrest, and any pandemic, epidemic or other public health emergency, provided however, that any question as to whether any such conditions should be deemed to constitute an Uncontrollable Circumstance shall be considered in light of good engineering practice and industry standards to protect against reasonably foreseeable severe weather conditions (such as, but not limited to, seasonable temperature and precipitation), taking into account the geographic location and topographic and geotechnical conditions of the Project Area. (b) "Change in Law". (c) Action or inaction by any Governmental Authority which precludes or delays the Party relying thereon from performing its obligations under this Agreement including without limitation the failure of the Borough to comply with its obligations under this Agreement, provided however, that (i) such action, inaction, issuance, denial or suspension shall not be the result of the illegal or unlawful actions of the Party relying thereon, and/or (ii) decisions interpreting Federal, State and local tax laws that are generally applicable to all business taxpayers shall not constitute an Uncontrollable Circumstance under this paragraph (c). (d) The suspension, termination, interruption, denial, failure of or delay in the renewal or issuance of any Governmental Approval, provided however, that such suspension, termination, interruption, denial or failure of or delay in renewal or issuance shall not be the result of the willful, intentional or negligent action or inaction of the Party relying thereon, and that neither the contesting of any such suspension, termination, interruption, denial or failure of renewal or issuance, in good faith, nor the reasonable failure to so contest shall constitute or be construed as a willful, intentional or negligent action or inaction by such Party. (e) The intentional or unintentional damage or destruction of the Project Improvements or any portion thereof or of the Project Area by contractors, as long as the Redeveloper has implemented and complied with customary and reasonable security measures and has maintained insurance as required in section 13.02. (f) Delay caused by or arising out of legal action or lawsuits filed in challenge of the issuance or grant of any Governmental Approval, including, but not limited to, local Planning Board approval of the Redeveloper's Site Plans, (g) Delay caused by or arising out of any strike, lock out or labor unrest, including the inability of any vendor, contractor or materials supplier to make timely delivery or materials of long -lead items due to strike, lock outs, labor unrest, national emergency or other delays in the industry. The Parties acknowledge that the acts, events or conditions set forth in paragraphs (a) through (g) of this definition are intended to be the only acts, events or conditions which may (upon satisfaction of the criteria set forth above) constitute an Uncontrollable Circumstance. "Utilities" means water, sanitary sewer and storm water provisions, natural gas, electricity, and voice and data transmission facilities. "Vertical Improvements" means the proposed building addition shown on the Site Plans and the proposed related structures, and other improvements within the Project Area, excepting the On -Site Infrastructure Improvements, as may be modified in accordance with the Approved Site Plans. SECTION 1.02. Interpretation and Construction. In this Redevelopment Agreement, unless the context otherwise requires: (a) The terms "hereby", "hereof', "hereto", "herein", "hereunder" and any similar terms, as used in this Redevelopment Agreement, refer to this Redevelopment Agreement, and the term "hereafter" means after, and the term "heretofore" means before the date of delivery of this Redevelopment Agreement. (b) Words importing a particular gender mean and include correlative words of every other gender and words importing the singular number mean and include the plural number and vice versa. (c) Any headings preceding the texts of the several Articles and Sections of this Redevelopment Agreement, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Redevelopment Agreement, nor shall they affect its meaning, construction or effect. (d) Unless otherwise indicated, all approvals, consents and acceptances required to be given or made by any Person or Party hereunder shall not be unreasonably withheld, conditioned, or delayed. (e) Each right of the Borough to review or approve any actions, plans, specifications, or other obligations of the Redeveloper hereunder shall be made by the Borough official(s) with legal authority to conduct such review or grant such approvals. Any review contemplated by this Agreement shall be made in a timely manner. Upon request of the Redeveloper, the Borough shall inform the Redeveloper of all officials with the required authority, (f) All notices to be given hereunder and responses thereto shall be given, unless a certain number of days is specified, within a reasonable time, which shall not be less than ten (10) days nor more than twenty (20) days, unless the context dictates otherwise. (g) Unless otherwise indicated, any "fees and expenses" shall be required to be, out of pocket, customary and reasonable. ARTICLE II DESCRIPTION OF PROJECT AREA AND THE PROJECT IMPROVEMENTS SECTION 2.01. Project Area. The Project Area consists of the surface, subsurface and airspace above the real property described in the definition thereof and upon which the Project Improvements shall be constructed. SECTION 2.02. Proposed Development. The Project consists of the design, permitting, financing, construction and completion of the construction of the Project Improvements. The Project shall be constructed consistent with the Redevelopment Plan, as it may be amended from time to time (subject to waivers, variances, exceptions and deviations granted by the Planning Board), this Agreement, the Approved Site Plans, and all Applicable Laws. SECTION 2.03. Vertical Improvements. The Vertical Improvements shall be utilized as a data center unless otherwise approved by the Borough, in the Borough's sole, but reasonable, discretion. SECTION 2.04. Infrastructure Improvements; Remediation. Redeveloper shall provide for the timely implementation of the Infrastructure Improvements and Remediation in order to complete the Project. Redeveloper shall cooperate with the Borough in all respects to insure that the implementation of the Infrastructure Improvements and Remediation does not unreasonably interfere with the operation of the existing utilities. Redeveloper agrees to provide all performance and maintenance bonds as required by the Governmental Approvals in accordance with Applicable Law. SECTION 2.05. Project Schedule. Redeveloper shall use commercially reasonable effort to Complete the Project in accordance with the Project Schedule. Redeveloper may modify the Project Schedule from time to time; provided that, any such modification shall not change the Outside Completion Date for the Project without the prior written consent of the Borough, which consent shall not be unreasonably withheld, conditioned or delayed. If Redeveloper fails to meet the Outside Completion Date set forth in Article XV hereof or determines that it will fail to meet Outside Completion Date, Redeveloper shall promptly provide notice to the Borough stating: (a) the reason for the failure to meet the Outside Completion Date; (b) Redeveloper's proposed method for correcting such failure, (c) Redeveloper's proposal for revising the Outside Completion Date and (d) the method or methods by which Redeveloper proposes to achieve subsequent tasks by the scheduled dates for completion of such tasks. This Section shall in no way limit the right of the Borough under Articles XV, XVI or other applicable provisions of this Agreement. SECTION 2.06. Project Costs, Financing. (a) Redeveloper agrees that all costs associated with the development and financing for the Project are the sole responsibility of Redeveloper. The Redeveloper represents that it either has obtained or will obtain financing for the Project. The Redeveloper shall commit and contribute a minimum of ten percent (100/0) of equity to the Project. ARTICLE III FINANCIAL OBLIGATIONS SECTION 3.01. The Redeveloper's Financial Commitment. The Redeveloper represents and warrants that it has obtained or can obtain and will commit the requisite financing in an amount necessary to implement and complete the Project. SECTION 3.02. Project Costs. (a) The Redeveloper represents that the total Project Cost is estimated to be $84,000,000,00. (b) The Redeveloper represents, covenants, warrants and agrees that all costs associated with the development and financing for the Project are the sole responsibility of the Redeveloper and all Project Costs shall be borne by the Redeveloper. SECTION 3.03. Borough Costs. (a) Upon execution of this Redevelopment Agreement, the Redeveloper agrees to pay to the Borough for Borough Costs incurred by the Borough as of the date hereof in connection with the redevelopment of the Project Area, the amount of Thirty Five Thousand Dollars ($35,000.00) (the "Borough Cost Reimbursement"). The "Borough Costs" shall mean any fees and costs of any professional consultant, contractor or vendor retained by the Borough including attorneys, engineers, technical consultants, planners and financial consultants, among others, and all out-of-pocket costs and expenses of the Borough directly related to the Project. The Borough acknowledges and agrees that Redeveloper shall not be responsible for any Borough Costs incurred prior to the date of this Agreement except for the Borough Cost Reimbursement. (b) To the extent that the Borough shall incur additional Borough Costs prior to the Completion of the Project, the Redeveloper agrees that it will make timely payment or reimbursement of such reasonable Borough Costs. SECTION 3.04. Reserved. 10 SECTION 3.05. Governmental Approval Fees. Subject to the limitation set forth in Section 3.06 hereof, the Redeveloper will pay all fees for permits required by any Governmental Authority for the construction and development of the Project Improvements. Redeveloper shall pay all other permit fees, which include any permit fees payable by the Borough or Redeveloper to all required Governmental Authorities other than the Borough, or for which the Borough is required to reimburse other Governmental Authorities, SECTION 3.06. Redeveloper's Fee. (a) The Redeveloper shall pay to the Borough a non-refundable redeveloper's fee in the amount of $3.50 per square foot of the building addition as shown on the Approved Site Plans (the "Redevelopement Fee"). By way of example, if the building addition remains as set forth on the Site Plans, the Redevelopment Fee will be $216,447.00 i.e., 61,842 sf x $3.50). The Redeveloper shall pay the Redevelopment Fee upon the issuance of a building permit. (b) In consideration of the payment of the Redeveloper Fee, the Redeveloper shall not be required to pay the Borough impact fees as set forth in §160.46.4 of the Borough Code, provided however, it is expressly understood by the Redeveloper that this Section 3.06 shall not exempt any other fees set forth in the Code, any fees of any other Governmental Authority or any fees collected on behalf of any other Governmental Authority by the Borough. ARTICLE IV ENVIRONMENTAL MATTERS SECTION 4.01. Environmental Compliance in General. As between the Redeveloper and the Borough, the Redeveloper agrees and specifically assumes any and all responsibility for the investigation and remediation of all environmental conditions, whether known or unknown, on, under or migrating to or from the Project Area or anything affected off -site, as may be required by applicable environmental laws and regulations, and as between the Redeveloper and the Borough, the Redeveloper shall bear all costs for such investigation and remediation of the Project Area. Notwithstanding anything to the contrary herein, Redeveloper reserves the right to pursue any and all remedies against any Person who may be responsible for any contamination requiring Remediation, pursuant to Applicable Law. SECTION 4.02. Redeveloper Indemnification of Borough. Without limitation on any other obligation to defend and indemnify, and without limitation to such obligation which the Redeveloper may have as a matter of law, the Redeveloper, its legal successors and/or assigns shall indemnify, defend, release and hold the Borough and its officials and agents harmless against (a) all Claims or alleged Claims and response costs and fines and penalties against the Borough and its officials and agents or the Redeveloper by any Governmental Authority or third party which concern the presence of Hazardous Materials which become present on or within the Project Area, or the discharge of Hazardous Materials from the Project Area in excess of any limitations provided by Applicable Law, whenever such Hazardous Materials become present on or within the 11 Project Area, whether prior to or after the Effective Date, (b) all Claims or alleged Claims against the Borough and its officials and agents by any Governmental Authority or third party for injunctive relief for the abatement of a nuisance or related to the presence of Hazardous Materials which become present on or within the Project Area or the discharge of Hazardous Materials from the Project Area in excess of any limitations provided by Applicable Law, whenever such Materials become present on or within the Project Area, whether prior to or after the Effective Date, and (c) all Claims or alleged Claims of bodily injury or property damage asserted against the Borough and its officials and agents by third Parties which are related to the presence of Hazardous Materials which become present on or within the Project Area, or the discharge of Hazardous Materials from the Project Area in excess of any limitations provided by Applicable Law, whenever such Hazardous Materials become present on or within the Project Area whether prior to or after the Effective Date. Notwithstanding anything to the contrary, the indemnity pursuant to this Section 4.02 shall not cover any Claims or alleged Claims arising from the actions or inactions of the Borough Indemnified Parties. This indemnity shall survive termination of this Redevelopment Agreement with respect to any future liability stemming from acts that occurred prior to the issuance of the Certificate of Completion, unless the Redevelopment Agreement is terminated due to an uncured Event of Default by the Borough. SECTION 4.03. Industrial Site Recovery Act Compliance. The Redeveloper shall prepare and submit all applications and documentation required to comply with the requirements of all applicable Environmental Laws, including the Industrial Site Recovery Act, N.J.S.A. 13:IK-6 et seq. ("ISRA"), if applicable. The Redeveloper shall use its reasonable efforts to obtain from the NJDEP the appropriate documentation evidencing compliance with ISRA, if applicable. The Borough will not be responsible for any environmental costs associated with the failure to obtain ISRA clearance. SECTION 4.04. Boroueh Cooperation and Environmental Reports. Subject to the limitation on the reimbursement of the Borough's costs set forth in Section 3 03 the Parties acknowledge that the environmental investigation and remediation of the Project Area, to the extent necessary, will be overseen by the Redeveloper's Licensed Site Remediation Professional. Upon request by the Borough, the Redeveloper will provide to the Borough, and its professionals, any and all copies of environmental reports that it obtains or has possession of in connection with the Project Area. SECTION 4.05. Environmental Insurance. In the event that the Redeveloper is required by any Governmental Authority to obtain any environmental insurance policy, the Borough shall be named as an additional insured on such policy with respect to the Project Area. ARTICLE V CONSTRUCTION OF PROJECT IMPROVEMENTS SECTION 5.01. Construction of Proiect Improvements. The Redeveloper will construct or cause to be constructed the Project Improvements in accordance with the 12 Project Schedule, Article XV hereof, the Approved Site Plans, this Redevelopment Agreement and all Applicable Law. The Redeveloper will design, permit and construct the Project Improvements, at the Redeveloper's sole cost and expense. SECTION 5.02. Relocation of Utilities. The Redeveloper acknowledges that utility providers may have certain rights with respect to the Project Area and may own certain facilities located therein. The Redeveloper agrees that it is its sole responsibility to undertake the appropriate measures to negotiate with, acquire, relocate or otherwise address the existence of these utilities and improvements and easements therefore, in order to complete construction of the Project Improvements, as provided by this Redevelopment Agreement. To the extent reasonably requested by the Redeveloper, the Borough shall cooperate in facilitating the installation and/or relocation of any such affected utilities. SECTION 5.03. Prevailing Wales. The Parties hereby acknowledge that the Prevailing Wage Act applies only to the extent this Agreement is deemed to constitute a Public Works contract and the construction of the Project Improvements is deemed to constitute a "Public Work," as defined in the Prevailing Wage Act. The Redeveloper shall determine whether the Prevailing Wage Act applies and, to the extent that the Prevailing Wage Act applies, the Redeveloper shall be responsible for costs associated therewith. SECTION 5.04. First Source Employment. The Redeveloper shall make reasonable, good faith efforts to employ, and shall provide in its contracts with its contractors and subcontractors that they must make reasonable, good faith efforts to employ, residents of the Borough in the construction of the Project Improvements. The Redeveloper will reasonably cooperate with efforts to recruit Borough residents for all employment opportunities in connection with the Project Improvements, including participation in Borough job fairs or similar events. The Redeveloper agrees to meet with appropriate Borough officials to determine the status of recruitment and training efforts, and to plan future employment training and recruitment activities. All contracts entered into by the Redeveloper for the construction of the Project Improvements shall contain appropriate language to effectuate this provision and Redeveloper's obligations under this Section 5.04 shall be satisfied by including such language in its construction contracts for the Project Improvements. The Redeveloper (or its contractor) shall submit reports regarding compliance with this Sesction 5.04, if requested to do so by the Borough, but not more frequently than quarterly. In addition, the Redeveloper covenants to use commercially reasonabl efforts to enforce its contracts with its contractors and subcontractors, in the event such parties are not in compliance with this Section 5,04, provided that Redeveloper shall not be obligated to institute or purusue litigation. SECTION 5.05. Project Labor. The Redeveloper agrees that it shall undertake and utilize union labor for all aspects and categories of the construction of the Project except for those components of the Project set forth on Schedule 5.05. SECTION 5.06. Intentionally Deleted. SECTION 5.07. Nondiscrimination During Construction; Equal Opportunity. The Redeveloper for itself and its successors and assigns agrees that in the construction of the Project Improvements: 13 (a) The Redeveloper will not discriminate against any employee or applicant for employment because of race, color, religion, creed, national origin, ancestry, physical handicap, age, marital status, affectional preference or gender. The Redeveloper will ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, creed; national origin, ancestry, physical handicap, age, marital status, or gender. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Redeveloper agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. (b) The Redeveloper will, in all solicitations or advertisements for employees placed by or on behalf of the Redeveloper state that all qualified applicants will receive consideration for employment without regard to race, color, religion, creed, national origin, ancestry, physical handicap, age, marital status, affectional preference or gender. (c ) The Redeveloper will cause the foregoing provisions to be inserted in all contracts for any work covered by this Redevelopment Agreement so that such provisions will be binding upon each contractor and subcontractor. SECTION 5.08. Maintenance of Project Area. Following commencement of physical construction of the Project Improvements, the Redeveloper will maintain all areas of the Project Area in commercially reasonable good repair including the buildings, parking areas, landscaping, streetscaping, sidewalks, including curbing and traffic calming devices, trash collection and receptacles, and all such issues identified in the Borough Property Maintenance Code, § 198. SECTION 5.09. Reserved. SECTION 5.10. Traffic. The Redeveloper and the Borough agree that the direction, flow and amount of traffic in and around the Project Area during construction is an issue to be addressed during the construction of the Project Improvements. The Redeveloper will exert reasonable efforts to minimize any material adverse traffic impacts arising form the construction of the Project Improvements upon the surrounding neighborhoods. SECTION 5.11. Neighborhood Impacts. The Redeveloper and the Borough acknowledge that the construction of the Project Improvements may have certain impacts on the neighborhoods in the vicinity of the Project Area and, in particular, adjacent redevelopment projects. Although it is anticipated that the Project Improvements will provide many positive effects on the community, it is also recognized that it may result in some temporary inconveniences during the time that construction takes place and potentially for a short time thereafter. As such, the Redeveloper will make reasonable efforts to minimize any temporary inconveniences that arise provided that such minimization efforts are within the authority and ability of the Redeveloper. SECTION 5.12. Estoppel Certificates. Within fourteen (14) days following written request therefore by a Party hereto, the other party shall issue a signed certificate ("Estoppel Certificate") stating (i) that this Redevelopment Agreement is in full force and 14 effect, (ii) that there is no default or breach under this Redevelopment Agreement (nor any event which, with the passage of time and the giving of notice would result in a default or breach under this Redevelopment Agreement), or stating the nature of the default or breach or event, if any, and (iii) such other matters as may be reasonably requested by the requesting Party. In the event the Estoppel Certificate discloses such a default, breach or event, it shall also state the manner in which such default, breach and/or event may be cured. No more than a reasonable number of Estoppel Certificates may be requested per year. SECTION 5.13. Cooperation. The Parties shall fully cooperate with each other as necessary to effectuate the Project Improvements, including entering into additional agreements that may be required, provided however, that such actions and/or agreements shall not result in a material increase or decrease in the Borough's or the Redeveloper's respective rights, obligations or liabilities hereunder. ARTICLE VI PROJECT OVERSIGHT SECTION 6.01. Progress Meetings. At the Borough's request, the Parties agree to attend and participate in quarterly progress meetings ("Progress Meetings") to report on the status of the Project Improvements and to review the progress under the Project Schedule. Progress Meetings may be held more frequently at the request of the Borough, but not more than monthly. The Borough shall give the Redeveloper seven (7) days advance written notice of any additional meetings. The Progress Meetings shall be held in the Borough Hall or by videoconference. Prior to the meeting, subject to the terms of Section 6.03, representatives of the Borough may visit the Project Area to inspect the progress of the work on the Project Improvements, however, the Borough acknowledges that the Project Area will be an active construction site and that the Redeveloper shall not be liable or responsible to the Borough, its employees or agents for injury to person or property sustained in connection with such inspection. The agenda for the Progress Meetings shall include, but not be limited to, a status report with regard to Governmental Approval submissions and approvals, construction of the Project Improvements, and compliance with the Approved Site Plans and the Redevelopment Plan. The Borough shall have the right at all reasonable times, at its cost and so as not to interfere with the operations conducted at the facility, to inspect the construction contracts and agreements, books and records pertinent to Project Improvements' construction contracts, and such other agreements of the Redeveloper which are pertinent to the purposes of this Redevelopment Agreement and to the Progress Meetings in order to insure completion of the Project Improvements in accordance with the Project Schedule, Article XV hereof, the Redevelopment Plan, the Approved Site Plans, this Redevelopment Agreement and all Applicable Law, provided, however, Redeveloper shall have the right to withhold from the Borough's review, any materials that Redeveloper deems to be confidential or proprietary in nature. SECTION 6.02. Progress Reports. Upon request from the Borough not more than quarterly, the Redeveloper shall submit to the Borough a detailed written progress 15 report ("Progress Report"), which shall include a description of activities completed, the activities to be undertaken prior to the next quarterly Progress Report, the status of all Governmental Approvals, an explanation of each activity, if any, which is showing delay, a description of problem areas, current and anticipated delaying factors and their estimated impact on performance of other activities and completion dates in the Project Schedule and an explanation of corrective action taken or proposed. SECTION 6.03. Access to Property. During the course of construction of the Project Improvements, the Borough and its authorized representatives shall have the right, upon reasonable advance notice, to enter the Project Area during regular business hours to inspect the Project Improvements and any and all work in progress for the purpose of furthering its interest in this Redevelopment Agreement. In no event shall the Borough's inspection of the Project Improvements (or any construction activities related thereto) be deemed acceptance of the work or be deemed to waive any right the Borough has under this Redevelopment Agreement. The Borough acknowledges hereby that the Project Area will be an active construction site and that the Redeveloper shall not be liable or responsible to the Borough, its employees or agents for injury to person or property sustained in connection with any such inspection. SECTION 6.04. Submissions and Presentations to the Borough. Except as may otherwise be set forth in this Redevelopment Agreement, the Redeveloper shall be required to provide the Borough with a copy of each and every application for Governmental Approvals submitted to Governmental Authorities at the same time the Redeveloper submits those applications to such Governmental Authorities. ARTICLE VII GENERAL DEVELOPMENT REQUIREMENTS SECTION 7.01. Scope of Undertaking. The services and responsibilities undertaken by the Redeveloper hereunder include all aspects of the design, development, and construction of the Project Improvements, including without limitation, all design, engineering, permitting and administrative aspects, the performance of or contracting for and administration and supervision of all physical work required in connection with the Project Improvements, arrangement for interim and final inspections and any other actions required to satisfy the requirements of any applicable Governmental Approvals, the administration, operation and management, or contracting for the administration, operation and management of the Project Improvements and all aspects of the funding of the Project Improvements, including equity funding and construction, interim and permanent financing, all at the sole cost and liability of the Redeveloper. SECTION 7.02. Standards of Construction. Without limitation, all work on the Project Improvements shall be performed in a good and workmanlike manner, with the materials called for under the Governmental Approvals and the Approved Site Plans being of such quality as is required by such Governmental Approvals and the Approved Site Plans. All construction shall be in accordance with the Uniform Construction Code, codified at N.J.A.C. 52:3-1 et seq. (the "UCC"), Class IA or Class IB, as appropriate, 16 based on height and area, unless another class is specifically approved in writing by the Borough upon request of the Redeveloper. SECTION 7.03. Compliance With Applicable Law. The Project Improvements and all materials, fixtures and equipment used or installed in connection therewith shall be in full compliance with all Applicable Laws, SECTION 7.04. Payment of Project Costs. The Redeveloper shall pay (or cause to be paid) when due, all costs and expenses, including, without limitation, all contractors' requisitions and the cost of materials and equipment incurred in connection with work on the Project Improvements and all fees and expenses of any consultants and professionals and like providers acting for (or on behalf of) the Redeveloper. SECTION 7.05. Liens. The Redeveloper shall indemnify and hold the Borough harmless from all liens, or claims or rights to enforce liens, against the Project Area, or the improvements arising out of any activities or work performed by (or on behalf of) the Redeveloper or labor or materials furnished to the Redeveloper under this Redevelopment Agreement. Without limitation, in all events, not less than ten (10) days prior to the date on which the Redeveloper might be divested of any interest in the Project Area as a result of any such lien, the Redeveloper shall cause any such lien to be lifted and removed, by bonding or other action and shall provide the Borough with documentation reflecting that title is free and clear of such lien. ARTICLE VIII APPLICATIONS FOR GOVERNMENTAL APPROVALS SECTION 8.01. Site Plan Approval. The Redeveloper, shall at its own cost and expense cause to be prepared by a licensed architect, surveyor and/or engineer of the State and submitted to the Borough, an application for approval of the Site Plans (hereinafter collectively referred to as the "Site Plan Application") for the construction of the Project Improvements by the date set forth in the Project Schedule and Article XVI hereof. SECTION 8.02. Submission of Construction Plans. Within one hundred eighty (180) days of final and unappealable approval of the Site Plan Application by the Planning Board, the Redeveloper shall, at its own cost, cause to be prepared and submitted to the Borough construction official (the "Construction Official") construction plans for the Redevelopment Project, which shall be in compliance with the Approved Site Plans and in a form sufficient for the Construction Official to issue a building permit or other permit necessary to Commence Construction. SECTION 8.03. Borough Cooperation. To the extent reasonably requested by the Redeveloper and, to the extent permitted by Applicable Law (and without violating their obligations as governmental entities or regulatory bodies having competent jurisdiction over the Project), the Borough shall use its best effort to provide support and assistance to the Redeveloper in facilitating the review of all plans, issuance of all permits, 17 request for inspections and the conduct of such inspections through the appropriate Borough board, body or department, including the Planning Board, as applicable. To the extent permitted by Applicable Law, and upon the reasonable request of the Redeveloper, the Borough shall use its best efforts to (a) cause the Planning Board to begin consideration of the Site Plan Application submitted by the Redeveloper within thirty (30) days following the Planning Board's determination that such application is administratively and technically complete, (b) cause the Planning Board to complete the Planning Board's hearings with respect to such applications within sixty (60) days of determination of completeness, or as expeditiously as practicable in light of the scope and nature of questions/comments of the Planning Board and members of the public with respect to such applications, to (c) cause the Planning Board to convene special meetings as frequently as may be required (consistent with the requirements of Applicable Law) in order to complete such hearings. SECTION 8.04. Change in Plans. (a) If at any time there shall be any Material Change in the Site Plans, for any reason whatsoever, including without limitation, any Material Change as may be requested or desired by the Redeveloper, or otherwise required by any Governmental Authority, other than the Borough, its Council, or any agent or official of the Borough, or any contractor or sub -contractor, any such Material Change shall be subject to the approval of the Borough, in the Borough's reasonable, discretion. The Borough shall have thirty (30) days to approve or disapprove of any such Material Change, otherwise such Material Change shall automatically be deemed approved by the Borough. (b) In the event that the Redeveloper shall modify, amend, alter or otherwise change the Site Plans, and such modification, amendment, alteration or other change, in the good faith determination of the Redeveloper, shall not constitute a Material Change in accordance with Section 8.03(a) hereof, the Redeveloper shall submit such modified, amended, altered or changed Site Plans to the Borough. Nothing contained herein shall alter or limit the Borough's ability to challenge such modified, amended, altered or changed Approved Site Plans as being Material Changes. SECTION 8.05. Effect of Review of Plans. The review by the Borough of the Site Plans shall not constitute a representation, warranty or guaranty by the Borough as to the substance or quality of the documents, work or other matter reviewed, approved or accepted. The Borough makes no representation or warranty, expressed, implied or otherwise, as to the fitness of the Project Improvements or the Project Area for use for any particular purpose, condition or durability thereof, or that it will be suitable for the Redeveloper's purposes. At all times, however, the Redeveloper shall use its judgment as to the accuracy and quality of all such documents, work and other matters. THE BOROUGH DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF FITNESS AND MERCHANTABILITY. SECTION 8.06. Approvals Contingency. 18 (a) No Governmental Approval shall be deemed "final" or to have been obtained until (i) the time for all appeals has run without the filing of an appeal or (ii) in the event an appeal is filed, all such appeal(s) have been resolved fully in favor of the Project and/or Redeveloper and the time for filing any further appeal has expired without the filing of any such appeals. (b) Redeveloper shall have the right to contest any unsatisfactory requirement or condition with respect to the Project imposed on Redeveloper as a condition to a Governmental Approval including, without limitation, the imposition of any off -site or off tract improvements; provided that Redeveloper shall have no obligation to comply with any such requirement or condition if Redeveloper is unsuccessful in contesting same and such requirement is not commercially reasonable as reasonably determined by Redeveloper or is materially inconsistent with Redeveloper's building and Site Plans, in which event, Redeveloper may terminate this Redevelopment Agreement, provided it has paid all Borough Costs. (c) Notwithstanding anything herein to the contrary, Redeveloper shall have the right to terminate this Agreement at any time upon written notice to the Borough in the event any Governmental Approval is denied or the obtaining of any one or more of the Governmental Approvals appears without reasonable likelihood for success, in Redeveloper's good faith and reasonable judgment. ARTICLE IX REPRESENTATIONS AND WARRANTIES; REDEVELOPER COVENANTS SECTION 9.01. Representations and Warranties by the Redeveloper. In addition to, but not limited by, any and all other representations and warranties of the Redeveloper contained in this Agreement, the Redeveloper hereby represents and warrants the following to the Borough for the purpose of inducing the Borough to enter into this Redevelopment Agreement and to consummate the transactions contemplated hereby, all of which shall be true as of the date hereof: (a) The Redeveloper is a corporation organized under the laws of the State of Delaware, is qualified to do business and is in good standing under the laws of the State, and has all requisite power and authority to carry on its business as now and whenever conducted, and to enter into and perform its obligations under this Redevelopment Agreement. (b) The Redeveloper is the lessee of the Project Area. (c) The Redeveloper has the legal power, right and authority to enter into this Redevelopment Agreement and the instruments and documents referenced herein to which the Redeveloper is a party, to consummate the transactions contemplated hereby, to take any steps or actions contemplated hereby, and to perform their obligations hereunder. (d) This Redevelopment Agreement has been duly authorized, executed and delivered by the Redeveloper and is valid and legally binding upon the Redeveloper and enforceable in accordance with its terms. The execution and delivery thereof shall not 19 constitute a default under or violate the terms of any indenture, agreement or other instrument to which the Redeveloper is a party. (e) No receiver, liquidator, custodian or trustee of the Redeveloper shall have been appointed as of the Effective Date, and no petition to reorganize the Redeveloper pursuant to the United States Bankruptcy Code or any similar statute that is applicable to the Redeveloper shall have been filed as of the Effective Date. (f) No adjudication of bankruptcy of the Redeveloper or a filing for voluntary bankruptcy by the Redeveloper under the provisions of the United States Bankruptcy Code or any other similar statute that is applicable to the Redeveloper shall have been filed. (g) No indictment has been returned against any partner, member or officer of the Redeveloper with respect to any transaction related to the transactions contemplated by the terms of this Redevelopment Agreement or otherwise. (h) There is no pending or, to the best of the Redeveloper's knowledge, threatened litigation that would reasonably be expected to prevent the Redeveloper from performing its duties and obligations hereunder. (i) There are no suits, other proceedings or investigations pending or, to the best of the Redeveloper's knowledge, threatened against the Redeveloper that would have a material adverse effect on the financial condition of the Redeveloper. 0) All materials and documentation submitted by the Redeveloper and its agents to the Borough and its agents were, at the time of such submission, and as of the Effective Date, materially accurate, and the Redeveloper shall continue to inform the Borough of any material and adverse changes in the documentation submitted. The Redeveloper acknowledges that the facts and representations contained in the information submitted by the Redeveloper are a material factor in the decision of the Borough to enter into this Redevelopment Agreement. (k) Reserved. (1) The Redeveloper is financially and technically capable of developing, designing, financing and constructing the Project Improvements. (m) The Redeveloper agrees that the cost and financing of the Project is the responsibility of the Redeveloper. The Borough shall not be responsible for any cost whatsoever in respect to same. (n) The ownership structure of the Redeveloper is set forth in Exhibit E attached hereto. (o) Neither the Borough nor any of its agents, representatives, employees or officers have made any representations or warranties, expressed or implied, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Redeveloper has not relied on any representations or warranties as to (i) the current or future real estate tax liability, assessment or valuation of any of its property, including without limitation, the Project Area or the Project Improvements; (ii) the potential qualification of any of its property, including without limitation, the Project Area or the Project Improvements for any and all benefits conferred by federal, state or municipal laws; 20 (iii) the compliance of any of its property, including without limitation, the Project Area or the Project Improvements in its current or future state, with applicable zoning ordinances and the ability to obtain a variance in respect of any such property's non-compliance, if any, with said zoning ordinances; (iv) the current or future use of any of its property, including without limitation, the Project Area or the Project Improvements, including but not limited to the use of any such property for any commercial or residential purpose; (v) the physical condition, including, but not limited to, the environmental condition, of any of its property, including without limitation, the Project Area or the Project Improvements; and (vi) the ability to obtain federal, state, county or municipal approvals for construction or alteration of any improvement on any of its property, including without limitation, the Project Area or the Project Improvements. (p) The Redeveloper has (i) reviewed the Code of the Borough, (ii) been given adequate opportunity to request of and from the Borough any further information or clarification of any and all of the provisions of the Code of the Borough, and (iii) to the extent requested, received from the Borough any such information or clarification to its satisfaction. (q) The Redeveloper is entering into this Agreement and shall perform all of its obligations hereunder and consummate the transaction(s) contemplated by this Agreement solely in reliance on and as a result of Redeveloper's own investigations and efforts and at Redeveloper's sole risk. Redeveloper acknowledges that this paragraph was a negotiated part of this Agreement and serves as an essential component of consideration for the same. SECTION 9.02. Representations and Warranties by the Borough. The Borough hereby makes the following representations and warranties, understanding that Redeveloper has relied thereon as a material element in entering into this Redevelopment Agreement: (a) The Borough has the legal power, right, authority and means to enter into this Redevelopment Agreement and the instruments and documents referenced herein to which the Borough is or may be a party, to consummate the transactions contemplated hereby, to take any steps or actions contemplated hereby, and to perform its obligations hereunder. (b) Upon the approval of this Redevelopment Agreement by the Borough, all requisite action will have been taken by the Borough, and after all due and diligent investigation by the Borough, the Borough represents that (i) all requisite consents have been obtained in connection with the entering into this Redevelopment Agreement and the instruments and documents referenced herein to which the Borough is party, (ii) the consummation of the transaction contemplated hereby, and to the best of the Borough's knowledge and belief are permitted and/or authorized by all Applicable Laws, and (iii) after all due and diligent investigation and to the best knowledge of the Borough, there are no writs, injunctions, orders or decrees of any court or governmental body that would be 21 violated by the Borough entering into or performing its obligations under this Redevelopment Agreement. (c) This Redevelopment Agreement is duly executed by the Borough, and is valid and legally binding upon the Borough and enforceable in accordance with its terms on the basis of laws presently in effect and the execution and delivery thereof shall not, with due notice or the passage of time, constitute a default under or violate the terms of any indenture, agreement or other instrument to which the Borough is a party. (d) The Borough represents that to the best of its knowledge there is no action, proceeding or investigation now pending or threatened, nor any basis therefore, known or believed to exist which questions the validity of this Redevelopment Agreement or the authority of the Borough to enter into this Redevelopment Agreement or any action or act taken or to be taken by the Borough pursuant to this Redevelopment Agreement. SECTION 9.03. Mutual Representations. (a) The Borough and the Redeveloper agree that the Project shall be governed by this Redevelopment Agreement. (b) In the event that any contractual provisions that are required by the Applicable Law have been omitted, then the Borough and the Redeveloper agree that this Redevelopment Agreement shall be deemed to incorporate all such clauses by reference and such requirements shall become a part of this Redevelopment Agreement. If such incorporation occurs and results in a change in the obligations or benefits of one of the parties, the Borough and the Redeveloper agree to mitigate such changes in position such that the burdens and costs of the Redeveloper with respect to the Project shall not materially increase. SECTION 9.04. Redeveloper Covenants. In addition to, but not limited by, any and all other covenants and agreements of the Redeveloper contained in this Redevelopment Agreement, the Redeveloper hereby covenants and agrees to the following for the purpose of inducing the Borough to enter into this Redevelopment Agreement and to consummate the transactions contemplated hereby; (a) The Redeveloper shall use commercially reasonable, good faith, diligent effort to obtain all Government Approvals necessary for the construction and development of the Project Improvements. The Redeveloper shall construct, improve, operate and maintain the Project Improvements in compliance with all Governmental Approvals, and other laws, ordinances, approvals, rules, regulations and requirements applicable thereto including, but not limited to, such zoning, sanitary, pollution and other environmental safety ordinances, laws and such rules and regulations thereunder as shall be binding upon the Redeveloper under applicable laws. (b) Subject to the terms of this Agreement, the Redeveloper shall (i) obtain financing of the Project and (ii) shall begin and Complete construction of each item in the 22 Project Schedule and Article XV hereof whenever applicable, on or prior to the applicable date set forth therein (and for those items for which commencement dates only are given, such items shall be completed in a commercially reasonable period unless otherwise provided in this Agreement). (c) The Redeveloper shall construct the Project Improvements in accordance with this Redevelopment Agreement, the Redevelopment Law, the Redevelopment Plan, the Approved Site Plans, and all other Applicable Law and, in the event that the Redeveloper wishes to change or modify the Project Improvements, notwithstanding the fact that such change or modification is authorized by the Redevelopment Plan, such changes or modifications must comply with Section 8.04 hereof. The Redeveloper acknowledges that the Borough has relied on the proposed Project Schedule and Article XV hereof, along with its rights to review and approve any Material Change to the Site Plans, in entering into its obligations under this Redevelopment Agreement. (d) The Redeveloper shall not suspend or discontinue the performance of its obligations under this Redevelopment Agreement for more than 90 days (other than in the manner provided for herein). (e) The Redeveloper shall immediately notify the Borough of any material change in its financial condition from the information provided to the Borough by the Redeveloper indicating the Redeveloper's financial capability to develop, finance and construct the Project Improvements in furtherance of the Borough's consideration in designating the Redeveloper as the redeveloper of the Project Area. (f) The Redeveloper shall not use the Project Area, Project Improvements or any part thereof for which a Certificate of Completion has not been issued, as collateral for an unrelated transaction. (g) The Redeveloper shall promptly pay and discharge all taxes, payments in lieu of taxes, assessments and other levies imposed upon it, the Project Area and/or the Project Improvements, or any other of its property located within the Borough, before the same shall become in default, however, this provision is without prejudice to the Redeveloper's right to file tax appeals if it believes that the taxes or assessments are excessive. (h) Any agreement or instrument conveying an interest in any or all of the Project Area shall be subject to all of the rights and remedies granted to the Borough under this Redevelopment Agreement, including Article XIV. SECTION 9.05. Borough Covenants. In addition to, but not limited by, any and all other covenants and agreements of the Borough contained in this Agreement, the Borough hereby covenants and agrees to the following for the purpose of inducing the Redeveloper to enter into this Redevelopment Agreement and to consummate the transactions contemplated hereby: (a) Provided that (i) there shall not exist a Redeveloper Event of Default, (ii) this Agreement has not otherwise been terminated, and (iii) the Redeveloper is not in default of any other agreement it has entered into with the Borough following the expiration 23 of any applicable notice and cure period, the Borough shall forbear from seeking to acquire or obtain title to the Project Area through the exercise of the Borough's power of condemnation in accordance with the Redevelopment Law and the Eminent Domain Act, provided however, that in the event any of the events or circumstances set forth in (i), (ii) or (iii) above shall occur, such forbearance by the Borough shall immediately cease and shall have no further force and effect and the Borough shall have the right to seek to acquire or obtain title to the Project Area through the exercise of the Borough's power of condemnation in accordance with, and to the extent authorized by, the Redevelopment Law and the Eminent Domain Act. (b) Upon the Completion of the Project Improvements in accordance with the terms hereof, the conditions that were found and determined to exist at the time the Project Area was determined to be in need of redevelopment shall be deemed to no longer exist, the land and improvements thereon shall no longer be subject to eminent domain as a result and the conditions and requirements of N.J.S.A. 40A:12A-9 shall be deemed to have been satisfied with respect to the Project Improvements. (c) The Borough shall cooperate with Redeveloper to obtain Governmental Approvals for the Project. (d) The Borough shall undertake and complete, with due diligence, all of its obligations under this Redevelopment Agreement. (c) The Borough shall not amend or cause the amendment of the Redevelopment Plan in a manner that is materially adverse to the development of the Project. (d) The Redeveloper has been designated as the exclusive redeveloper of the Redevelopment Area and shall have the exclusive right and obligation to redevelop the Redevelopment Area and implement the Project in accordance with the terms and conditions of this Agreement. SECTION 9.06. Recordine, Project Covenant. Upon the execution of this Agreement, a memorandum summarizing the provisions satisfactory to both parties ("Memorandum of Agreement"), shall be filed and recorded with the Middlesex County Clerk, at the Redeveloper's expense, such that this Agreement shall be reflected upon the land records of the County of Middlesex until the Project Improvements are completed as a project covenant running with the Project Area, including any Project Improvements related thereto. Upon recording of the Certificate of Completion, the Memorandum of Agreement shall be deemed terminated and discharged of record. In addition, if this Agreement terminates in accordance with the terms hereof, the Parties shall promptly execute and record, at Redeveloper's expense, a discharge of the Memorandum of Agreement, in form reasonably satisfactory to the Parties. SECTION 9.07. Effect and Duration of the Covenants. Except as otherwise set forth herein, it is intended and agreed that the agreements and covenants set forth in this Article IX and those elsewhere in this Redevelopment Agreement shall be covenants running with the Project Area until the Project hnprovements shall be Completed or the 24 earlier termination of this Agreement, and such covenants shall, in any event, and without regard to technical classification or designation, legal or otherwise, and except only as otherwise specifically provided in this Redevelopment Agreement, be binding, to the fullest extent permitted by Applicable Law and equity, for the benefit and in favor of, and enforceable by, the Borough, its successors and assigns, and any successor in interest to the Project Improvements, or any part thereof, the Redeveloper, its successors and assigns and every successor in interest therein, and any Party in possession or occupancy of the Project Improvements, or any part thereof Notwithstanding anything to the contrary contained herein, Sections 4.02 and 13.01 shall remain in effect without limitation as to time for any future liability steming from acts that occurred prior to issuance of the Certificate of Completion. SECTION 9.08. Enforcement of Covenants by the Borough. In amplification, and not in restriction of the provisions of this Article IX, it is intended and agreed that the Borough and its successors and assigns shall be deemed beneficiaries of the agreements and covenants set forth in this Redevelopment Agreement, both for and in their own right but also for the purposes of protecting the interests of the community and other parties, public or private, in whose favor or for whose benefit such agreements and covenants have been provided. Such agreements and covenants shall run in favor of the Borough for the entire period during which such agreements and covenants shall be in force and effect. The Borough shall have the right, in the event of any breach of any such agreement or covenant, to exercise all the rights and remedies and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant, to which it or any other beneficiaries of such agreement or covenant may be entitled, including all other rights as more specifically set forth in Article XV and Article XVI hereof. This Section is not intended to confer standing to sue on any party other than the Borough. ARTICLE X INTENTIONALLY DELETED ARTICLE XI CERTIFICATES OF OCCUPANCY AND COMPLETION SECTION 11.01. Certificate of Occupancy. Upon completion of the construction of the Project the Redeveloper shall apply to the appropriate governmental officer or body for a Certificate of Occupancy. The Redeveloper shall take all actions required for issuance of a Certificate of Occupancy, or such other final approval as may be required, and the Borough shall promptly process any applications for same. To the extent allowed under the UCC, the Redeveloper may apply to the appropriate governmental officer or body for issuance of a Temporary Certificate of Occupancy, or such other temporary approval as may be required, which shall be effective until such time as a 25 permanent Certificate of Occupancy, or such other final approval as may be required, is received. SECTION 11.02. Certificate of Completion. The Borough shall, within thirty (30) days after Completion or Substantial Completion of the Project, and receipt of a written request from the Redeveloper, issue a Certificate of Completion. The Certificate of Completion shall constitute a recordable, conclusive determination of the satisfaction (in accordance with the terms of this Agreement, the Redevelopment Plan and Applicable Law) and termination of this Agreement, and of all of Redeveloper's agreements and covenants in this Agreement and shall discharge and release the lien of this Redevelopment Agreement and the Memorandum of Agreement from the Project Area or portion thereof, as the case may be. Redeveloper's request for a Certificate of Copmletion shall be accompanied by a certificate in form of Exhibit 1 annexed to the Form of Certifiate of Copnletion attached as Exhibit F. The Borough shall not unreasonably withhold or delay the delivery of a Certificate of Completion. If the Borough determines that the Redeveloper is not entitled to a Certificate of Completion, the Borough shall, at the written request of the Redeveloper, within thirty (30) days of receipt of the written request, provide the Redeveloper with a written statement of the reasons the Borough refused or failed to furnish a Certificate of Completion. Notwithstanding the foregoing, if the Project is Substantially Complete, the Borough will issue its Certificate of Completion upon the posting of a bond (or other reasonably satisfactory security) by the Redeveloper with the Borough in an amount representing 125% of the value of the work not yet completed less the amount of any completion guaranty posted for such work in accordance with the Municipal Land Use Law. ARTICLE XII TRANSFERS SECTION 12.01. Prohibition Against Speculative Development. The Redeveloper covenants that its undertakings pursuant to this Redevelopment Agreement shall be for the propose of redevelopment of the Property and not for speculation in land holding. SECTION 12.02. Prohibition Against Transfers. Except for Permitted Transfers, during the Term of this Redevelopment Agreement, the Redeveloper shall not, without the prior written consent of the Borough, which shall not be unreasonably withheld, conditioned or delayed: (a) effect or permit any change, directly or indirectly, in the Control of the Redeveloper, (b) assign or attempt to assign this Redevelopment Agreement or any rights herein, or (c) make any assignment or sublease, in whole or in part, of its leasehold interest in the Project Area or make any total or partial sale, transfer or conveyance of the Project Improvements (individually and collectively, a "Transfer"). SECTION 12.03. Intentionally Deleted. SECTION 12.04. Transfers of Property or Project Improvements Prior to Issuance of Certificate of Completion. 26 (a) Notwithstanding anything to the contrary contained herein, it shall be deemed unreasonable for the Borough to deny consent to a Transfer if: 0) the proposed transferee shall have qualifications and financial responsibility necessary and adequate to fulfill the obligations undertaken in this Agreement with respect to the Project Improvements, and other obligations pursuant to Governmental Approvals (including, but not limited to, maintenance of remedial systems if applicable), or any part of such obligations that may pertain to the transferred interest or the transferred portion of the Property and the Project Improvements; and (ii) Any proposed transferee, by instrument in writing reasonably acceptable to the Borough, shall, for itself and its successors and assigns, and expressly for the benefit of the Borough, have expressly assumed all of the relevant obligations of the Redeveloper under this Agreement and agreed to be subject to all the relevant conditions and restrictions to which the Redeveloper is subject, (b) Prior to any Transfer under this Section 12.04, the Redeveloper will pay or cause to be paid all reasonsable, out of pocket, third -party expenses incurred by the Borough in connection with such Transfer, in an amount not to exceed Two Thousand Five Hundred Dollars ($2,500). This Section 12,04(b) shall not be applicable to any permitted transfers as provided in Section 12.05 hereof. (c) Any transfer of the Property or Project Improvements in violation of this Section 12.04 shall be null and void ab initio. Such default shall entitle the Borough to seek all remedies available under the terms hereof, and those available pursuant to law or equity, including termination of this Redevelopment Agreement. Subject to the terms of Section 12.07, in the absence of specific written consent by the Borough, no such sale, transfer, conveyance or assignment or approval thereof by the Borough, shall be deemed to relieve the Redeveloper from any obligations under this Redevelopment Agreement. In the event of any attempted transfer in violation of this Section 12.04, the Borough shall be entitled to the ex pane issuance of an injunction restraining such transfer, and the award of legal fees and related expenses of the Borough in connection with any such legal action. Upon the recording of this Agreement in the Office of the Middlesex County Register, the provision affording such injunctive relief shall have the same force and effect as a Notice of Lis Pendens. (d) Notwithstanding anything to the contrary set forth herein, there shall be no prohibition on any Transfer of the Property or Project Improvements after a Certificate of Completion has been issued for the Property or Project Improvements. SECTION 12.05. Permitted Transfers. The Redeveloper, without violating the provisions of Section 12.02 or Section 1204 hereof, may affect the following transactions, to which the Borough hereby consents upon receipt of notice thereof, without the necessity of further action by the Borough, except as may be required pursuant to Section 12.05 hereof ("Permitted Transfers"): (a) security for, and only for, the purpose of obtaining the financing necessary to enable the Redeveloper to perform its obligations under this Redevelopment Agreement with respect to completing the Project Improvements and any other purpose authorized by this Redevelopment Agreement; 27 (b) a mortgage or mortgages and other liens and encumbrances (including mechanic's liens) for the proposes of financing costs associated with the development and construction of the Project Improvements; (c) utility and other development easements; (d) environmental covenants and restrictions imposed by a regulatory agency as a condition of any permit or approval; (f) transfers among shareholders of the Redeveloper and acquisitor of shares of Redeveloper on a public stock exchange; (g) a lease, rental agreement or other similar agreement with any end user of the Project; (h) an assignment or sublease, in whole or in part, of the Redeveloper's leasehold interest in the Project Area to an Affiliate; (i) an assignment of this Redevelopment Agreement to an Affiliate of the Redeveloper; 0) a Transfer pursuant to a Foreclosure, and any Transfer by any Holder or any Holder's successor and/or assigns after Foreclosure; and (k) any contract or agreement with respect to any of the foregoing exceptions. SECTION 12.06. Notice of Permitted Transfers. With respect to the Permitted Transfers set forth in Section 12.05 (a), (b), (h), (i) andJ-Q hereof, Redeveloper shall provide the Borough with notice after such Permitted Transfer and provide the Borough with the evidence of the transfer. No consent, approval or action by the Borough is required for such Permitted Transfers. SECTION 12.07. Consent to Transfer. Notwithstanding anything to the contrary contained herein, with respect to any Transfer that requires the Borough's consent pursuant to the terms of this Article XII, the Borough shall not unreasonably withhold, condition or delay its consent to such Transfer. The Borough shall notify the Redeveloper in writing whether the Borough consents to a Transfer within thirty (30) days after Redeveloper's written request to the Borough for such consent. If the Borough does not deliver a written response to the Redeveloper's request within said thirty (30) day period, then the Redeveloper may deliver a second written request to the Borough for consent to the Transfer and the Borough shall be deemed to have consented to such requested Transfer if the Borough does not deliver a written response to the Redeveloper within thirty (30) days after the Redeveloper's second request to the Borough for such consent. The Borough shall not withhold, condition or delay its consent to any Transfer to a transferee that has the same or greater experience and technical capability to carry out the Project as Redeveloper, and has the same or greater wherewithal to obtain financing for the Project as Redeveloper. 28 ARTICLE XIII INDEMNIFICATION; INSURANCE SECTION 13.01. Redeveloper Indemnification. (a) The Redeveloper covenants and agrees, at its expense, to pay and to indemnify, protect, defend and hold the Borough Indemnified Parties harmless from and against all liability, losses, damages, demands, costs, claims, lawsuits, administrative proceedings, fines, penalties, and expenses (including reasonable attorneys' fees and court costs) of every kind, character and nature resulting, wholly or partially, from the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing, leasing or sale of the Project Area and/or the Project Improvements (except with respect to the gross negligence or willful misconduct of the Borough Indemnified Parties), including but not limited to, (i) the death of any person or any accident, injury, loss, and damage whatsoever to any person or to the property of any person which shall occur on or immediately adjacent to the Project Area and/or Project Improvements and which results, wholly or partially, from any negligence or willful misconduct of Redeveloper, its agents, servants, employees, or contractors, but excluding damage, liability, costs and expenses to the extent that same may result from the gross negligence or willful misconduct of the Borough Indemnified Parties, or (ii) any lawsuit or other proceeding commenced by any person or entity, because of action(s) or omissions taken by the Redeveloper, its contractors, employees, agents and representatives in connection with the Project Area and/or Project Improvements or this Redevelopment Agreement. (b) The Redeveloper shall defend, indemnify and hold harmless the Borough Indemnified Parties and its officers, agents, employees, contractors, and consultants from any claims, investigations, liability, loss, injury, damage, remediation costs, lawsuits, civil proceedings, fines, penalties, and expenses including reasonable attorneys fees and disbursements which result, wholly or partially, from any bodily injury or property damage that may occur in the Project Area during the Term, provided however, that such indemnity shall not include the actions or inactions of the Borough Indemnified Parties or third -parties over whom the Redeveloper does not exercise control, as long as the Redeveloper maintains and enforces commercially reasonable security measures. (c) In any situation in which a Borough Party Indemnified Party is entitled to receive and desires indemnification by the Redeveloper, the Borough Indemnified Party shall give prompt notice of such situation to the Redeveloper. Failure to give prompt notice to the Redeveloper shall not relieve the Redeveloper of any liability to indemnify the Borough Indemnified Party, except to the extent such failure to give prompt notice materially impairs the Redeveloper's ability to defend the Borough Indemnified Party. Upon receipt of such notice, the Redeveloper shall resist and defend any action or proceeding on behalf of the Borough Indemnified Party, including the employment of counsel reasonably acceptable to the Borough Indemnified Party, the payment of all expenses and the right to negotiate and consent to settlement. The Borough Indemnified Party shall have the right to employ separate counsel in any such action and to participate 29 in the defense thereof, but the fees and expenses of such separate counsel shall be at the expense of the Borough Indemnified Party. The Redeveloper shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of the Redeveloper or if there is a final judgment against the Borough Indemnified Party in any such action, the Redeveloper agrees to indemnify and hold harmless the Borough Indemnified Party from and against any loss or liability by reason of such settlement or judgment for which the Borough Indemnified Party is entitled to indemnification by the Indemnifying Party hereunder. The Redeveloper shall have the right to settle any such action on terms it deems appropriate provided that a full release of the Borough Indemnified Party is obtained and no admission of liability by the Borough Indemnified Party is required. In the event the Borough Indemnified Party refuses to provide a release of such action, and a final judgment is rendered against the Borough Indemnifying Party, the Borough Indemnified Party shall be responsible for the Redeveloper's counsel fees and costs incurred subsequent to the Borough Indemnified Party's refusal to release the action and for that amount of the judgment which is in excess of the sum for which the Redeveloper would have otherwise settled the action. (d) The Redeveloper indemnity provided under this Section 13.01 shall survive the termination of this Redevelopment Agreementwith respect to any future liability stemming from acts that occurred prior to issuance of the Certificate of Completion. SECTION 13.02. Insurance Required. (a) Prior to the commencement of construction of the Project Improvements the Redeveloper shall furnish or shall cause to be furnished, to the Borough, evidence of commercial general liability insurance for third party claims of bodily injury and property damage occurring in the Project Area or related to the construction thereon, in the amount of at least Two Million Dollars ($2,000,000) per occurrence and Four Million Dollars ($4,000,000) annual aggregate. Such insurance shall include blanket contractual liability coverage. All such policies shall be written to apply to bodily injury, property damage, personal injury and other covered loss, however occasioned, occurring during the policy term, shall be endorsed to add the Borough as an additional insured as respects the negligence of the Redeveloper, and to provide that such coverage shall be primary and that any insurance maintained by the Borough shall be excess insurance. Such coverage shall be endorsed to waive the insurer's rights of subrogation against the Borough to the extent of Redeveloper's obligations hereunder. (b) Builder's Risk Insurance for the benefit of the Redeveloper, during the term of construction, sufficient to protect against loss or damage resulting from fire and lightning, the standard extended coverage perils, vandalism, and malicious mischief. The limits of liability will be equal to one hundred percent (100%) of the replacement cost of the Project Improvements, including items of labor and materials connected therewith, whether in or adjacent to the structure(s) insured, and materials in place or to be used as part of the permanent construction. (c) The Redeveloper shall also furnish or cause to be furnished to the Borough a certificate of insurance to evidence that the contractor with whom Redeveloper has contracted for the construction of the Project Improvements carries workers' compensation insurance as required by law, and an employer's liability insurance endorsement with a 30 limit of not less than US$1,000,000 or in compliance with applicable regulations where the Project Improvements are performed. (d) All insurance policies required by this section shall be obtained from insurance companies eligible in the State of New Jersey and rated at least "A-" VII in Best's Insurance Guide or such lesser rated provider that is proposed by the Redeveloper and is reasonably acceptable to the Borough. (e) All insurance policies required by this Section shall contain language to the effect that (i) the policies are primary and noncontributing with any insurance that may be carried by the Borough, (ii) the policies cannot be canceled except after thirty (30) days written notice by the insurer to the Redeveloper, except ten (10) days notice for non payment of premium, and (iii) the Borough shall not be liable for any premiums or assessments. The Redeveloper shall provide the Borough written notice prior to cancellation of a required insurance policy if replacement coverage is not procured. Commercial general liability insurance shall contain cross liability endorsements. (0 The Redeveloper's obligation to maintain insurance pursuant to, and in accordance with, this Section 13.02 shall terminate upon issuance of a Certificate of Completion with respect to the Project Improvements. ARTICLE XIV MORTGAGE FINANCING; NOTICE OF DEFAULT TO MORTGAGEE; RIGHT TO CURE SECTION 14.01. Mortgage Financing. Neither the Redeveloper nor any successor in interest to the Project, or any part thereof, shall engage in any financing or any other transaction creating any mortgage or other encumbrance or lien upon the Project Area or the Project Improvements, whether by express agreement or operation of law, or suffer any encumbrance or lien (other than liens for governmental impositions) to be made or attach to the Project Area or the Project Improvements of a particular Redevelopment Project, in excess of ninety percent (90%) of the Project Costs of the applicable Redevelopment Project(s), except as may be approved by the Borough (which approval shall not be unreasonably withheld), provided however, that upon the issuance of a Certificate of Completion for a Redevelopment Project, such prohibition shall no longer apply with respect to the corresponding Project Area and Project Improvements. The Redeveloper, or its successor in interest, shall notify the Borough in advance of any such financing secured by a mortgage or other lien instrument which it proposes to enter into with respect to the Project Area and/or Project Improvements, or any part thereof (the mortgagee thereunder, a "Holder", it being hereby expressly acknowledged that under no circumstances shall an Affiliate be deemed a Holder hereunder) and, in any event, the Redeveloper shall promptly notify the Borough of any monetary encumbrance or lien (other than liens for governmental impositions) that has been created on or attached to any portion of the Project Area and/or the Project Improvements, whether by voluntary act of the Redeveloper or otherwise, upon obtaining knowledge or notice of same. SECTION 14.02. Notice of Default to the Redeveloper and Right to Cure. 31 (a) Whenever the Borough shall deliver any notice or demand to the Redeveloper with respect to any breach or default by the Redeveloper under this Redevelopment Agreement, the Borough shall at the same time deliver to each Holder a copy of such notice or demand, provided that the Redeveloper has delivered to the Borough a written notice of the name and address of such Holder. Each such Holder shall (insofar as the rights of the Borough are concerned) have the right at its option within ninety (90) days after the receipt of such notice (and the expiration of all applicable cure periods), to cure or remedy, or to commence to cure or remedy, any such default which is subject to being cured and to add the cost thereof to the debt and the lien which it holds. —In the event the Holder cannot cure or remedy such default within such ninety (90) day period, the Borough agrees to forebear from the enforcement of any remedies provided under this Redevelopment Agreement that it may have against the Redeveloper provided the Holder is proceeding in good faith and with due diligence to cure or remedy the same as soon as practicable. (b) To the extent that any Holder is required to foreclose against any lien it has with respect to the Project Area and/or Project Improvements (as a result of a Redeveloper Event of Default or a default by the Redeveloper under any agreements executed by the Redeveloper and its lender), the Borough agrees to forebear fi-om the enforcement of any remedies provided under this Redevelopment Agreement that it may have against the Redeveloper in order to permit such Holder (or a party authorized under Section 14.03(b) below) to assume the obligations of the Redeveloper under this Redevelopment Agreement. SECTION 14.03. No Guarantee of Construction or Completion by Holder. (a) A Holder shall in no manner be obligated by the provisions of this Redevelopment Agreement to construct or complete the Project Improvements, or to guarantee such construction or completion; nor shall any covenant or any other provisions be construed so to obligate a Holder. Nothing contained in this Redevelopment Agreement shall be deemed to permit or authorize such Holder to undertake or continue the construction or completion of the Project Improvements (beyond the extent necessary to conserve or protect the Holder's security, including the improvements or construction already made) without the Holder or affiliate of Holder first having expressly assumed the Redeveloper's obligations to the Borough with respect to the Project Improvements by written agreement reasonably satisfactory to the Borough. (b) If a Holder forecloses its mortgage secured by the Project Area or Project bmprovements, or takes title (in its name or the name of an affiliate) to the Project Area or Project Improvements by deed -in -lieu of foreclosure or similar transaction (collectively a "Foreclosure"), the Holder or its affiliate shall have the option to either (i) sell the Project Area or Project Improvements, as applicable, to a responsible Person reasonably acceptable to the Borough, which Person shall expressly assume the obligations of the Redeveloper under this Redevelopment Agreement, and/or (ii) itself, or its affiliate, expressly assume the obligations of the Redeveloper under this Redevelopment Agreement. In the event of a Foreclosure and provided the Holder or the purchaser has assumed the oblitations under this Redevelopment Agreement and subject to all rights of a Holder under this Agreement, the Borough shall not seek to enforce against the Holder or purchaser of such parcel any of 32 the remedies available to the Borough pursuant to the terms of this Redevelopment Agreement available in connection with the events preceding the Foreclosure. The Holder, or the entity assuming the obligations of the Redeveloper as to the parcel affected by such Foreclosure or sale, in that event must agree to complete the Project Improvements in the manner provided in this Redevelopment Agreement, but subject to reasonable extensions of the Outside Completion Date, and shall submit evidence reasonably satisfactory to the Borough that it has the qualifications and financial responsibility necessary to perform such obligations. Any such Holder, or other entity assuming such obligations of the Redeveloper, properly completing the Project Improvements shall be entitled, upon written request made to the Borough, to Certificates of Completion. Nothing in this Redevelopment Agreement shall be construed or deemed to permit or to authorize any Holder, or such other entity assuming such obligations of the Redeveloper, to devote the Project Area, or any part thereof, to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Redevelopment Agreement. The Holder or such other entity that assumes the obligations of the Redeveloper shall be entitled to develop the Project Area or Project Improvements in accordance herewith. SECTION 14.04. Borough's Option to Pay Mortgage Debt or Purchase Land. In any case where, subsequent to an Event of Default by the Redeveloper under this Redevelopment Agreement and/or Foreclosure, the Holder: (a) has, but does not exercise, the option to construct or complete the Project Improvements or part thereof covered by its mortgage, or to which it has obtained title, and such failure continues for a period of ninety (90) calendar days after the Holder has been notified or informed of the Event of Default (subject to the Holder notice and cure rights in Section 14.02 above); or (b) undertakes construction or completion of the Project Improvements or part thereof but does not complete such work within a reasonable period, and such default shall not have been cured within one hundred eighty (180) calendar days after written demand by the Borough to do so ((a) and (b) each constituting a "Holder Failure"); then the Borough shall have the option of paying to the Holder all amounts due under the mortgage and obtaining an assignment of the mortgage and the debt secured thereby, or, in the event ownership of the Project Area and/or Project Improvements, or portion thereof, has vested in such Holder by way of foreclosure or action in lieu thereof, the Borough shall be entitled, at its option, to a conveyance to it of the Project Area and/or Project Improvements upon payment to such Holder of an amount equal to the sum of: (i) all amounts due under the mortgage at the time of foreclosure or action in lieu thereof (less all appropriate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings); (ii) all expenses with respect to the foreclosure, including reasonable attorney's fees and expenses; (iii) the net expense, if any (exclusive of general overhead), incurred by such Holder in and as a direct result of the subsequent management of the mortgaged property; (iv) the costs incurred by such Holder in making any of the applicable Project Improvements; and (v) an amount equivalent to the interest that would have accrued on the aggregate of such amounts had all such amounts become part of the mortgage debt and such debt had continued in existence. Every mortgage instrument made prior to completion of the Project Improvements with respect to any phase of development of the Project by the Redeveloper shall provide for the foregoing. 33 ARTICLE XV ADDITIONAL TERMINATION RIGHTS SECTION 15.01. Additional Termination Rights of Borough. This Redevelopment Agreement shall terminate upon notice by the Borough to the Redeveloper of its decision to so terminate, notwithstanding whether or not an Event of Default by the Redeveloper has occurred, if: (a) The Redeveloper has not commenced construction on the Project Improvements on or before December 31, 2023 (subject to a day -for -day extension due to Uncontrollable Circumstances); (b) A final Certificate of Completion for the Project Improvements has not been issued on or before December 31, 2025, subject to (a) a day -for -day extension due to Uncontrollable Circumstances and (b) the right of the Redeveloper to request an extension of time from the Borough for up to twelve (12) months, which extension shall not be unreasonably denied (the "Outside Completion Date"); (c) The Redeveloper substantially abandons or suspends construction of the Project Improvements for a period in excess of ninety (90) consecutive days not resulting from the occurrence of Uncontrollable Circumstance, then, whether or not an Event of Default by the Redeveloper had been earlier declared by the Borough, the Borough shall have the right to —terminate this Redevelopment Agreement, upon written notice to Redeveloper and the failure of the Redeveloper to resume construction within thirty (30) days of its receipt of the written notice. (d) Nothing in this Section 15.01 shall prevent the Borough from declaring that a Redeveloper Event of Default by the Redeveloper hereunder has occurred nor from pursuing any of its other remedies hereunder, if it is required to do so pursuant to Applicable Law. ARTICLE XVI EVENTS OF DEFAULT AND REMEDIES SECTION 16.01. Events of Default. Any one or more of the following shall constitute an Event of Default hereunder (with none of the following to be construed as a limitation on any other): (a) Failure of the Redeveloper or the Borough to observe and perform any material covenant, condition or agreement under this Redevelopment Agreement, and continuance of such failure for a period of thirty (30) days, after receipt by the defaulting party of written notice from the non -defaulting party specifying the nature of such failure and requesting that such failure be remedied, provided however, if the failure is one which cannot be remedied within the thirty (30) days after such written notice has been given, it shall not be an Event of Default as long as the defaulting party is proceeding with due diligence to remedy the same as soon as practicable but in no event later than one hundred twenty (120) days after such written notice. 34 (b) (i) The Redeveloper shall have applied for or consented to the appointment of a custodian, receiver, trustee or liquidator of all or a substantial part of its assets; (ii) the Redeveloper (A) has made a general assignment for the benefit of creditors, or (B) has filed a voluntary petition in bankruptcy or a petition or an answer seeking an arrangement with creditors or has taken advantage of any insolvency law; (iii) the Redeveloper has filed an answer admitting the material allegations of a petition in any bankruptcy or insolvency proceeding; or (iv) the Redeveloper shall take any action for the purpose of effecting any of the foregoing; (v) a petition in bankruptcy shall have been filed against the Redeveloper and shall not have been dismissed for a period of ninety (90) consecutive days; (vi) an order for relief shall have been entered with respect to or for the benefit of the Redeveloper under the Bankruptcy Code; (vii) an order, judgment or decree shall have been entered, without the application, approval or consent of the Redeveloper by any court of competent jurisdiction appointing a receiver, trustee, custodian or liquidator of the Redeveloper or a substantial part of its assets and such order, judgment or decree shall have continued unstated and in effect for any period of ninety (90) consecutive days. (c) The Redeveloper shall be in default of or violate its obligations with respect to the design, development and/or construction of the Project in accordance with this Redevelopment Agreement (including, but not limited to, the Project Schedule), the Approved Site Plans, or shall abandon or substantially suspend construction work (unless such suspension arises out of an Uncontrollable Circumstance), and any such default, violation, abandonment or suspension shall not be cured, ended, or remedied within ninety (90) days after written demand by the Borough to do so, provided however, that if the default or violation is one which cannot be completely remedied within the ninety days after such written notice has been given, it shall not be an Event of Default as long as the Redeveloper is proceeding in good faith and with due diligence to remedy the same as soon as practicable but in no event later than one hundred eighty (180) days after such written notice. (d) The filing of a complaint in Foreclosure against the Redeveloper or the issuance of a deed in lieu of Foreclosure for any financing in connection with the Project. (e) The Redeveloper or its successor in interest (except for third parties to which a portion of the Project hnprovements has been conveyed in the ordinary course of business) shall fail to pay any real estate taxes, payments in lieu of taxes, or assessments on the Project Area when due (subject to Redeveloper's right to contest same in accordance with applicable law), or shall place thereon any encumbrance or lien unauthorized by this Redevelopment Agreement except that there shall be no Event of Default if the Redeveloper files a timely appeal of any taxes or assessments, which it believes to be excessive, pursuant to law. (f) There is a Transfer (other than a Permitted Transfer) in violation of this Redevelopment Agreement. SECTION 16.02. Uncontrollable Circumstance. Performance by either party hereunder shall not be deemed to be in default where delays or failure to perform are the result of an Uncontrollable Circumstance. 35 SECTION 16.03. Remedies Upon Events of Default by the Redeveloper. If an Event of Default by the Redeveloper occurs, then subject to any cure provisions afforded the Redeveloper hereunder, the Borough shall have the right, as its sole remedy, to terminate this Redevelopment Agreement and the Redeveloper's designation as the Redeveloper of the Project Area and to receive reimbursement for all Borough Costs incurred through the date of termination. In the event that this Redevelopment Agreement is terminated by the Borough pursuant to this Section 16.03 the Borough shall terminate the Redeveloper's designation as the redeveloper of the Project Area. Other than as a result of a Borough Event of Default as set forth in Section 16_04 hereof, nothing contained herein shall preclude, limit or alter the Borough's right to acquire or obtain title to the Project Area through the exercise of the Borough's power of condemnation in accordance with the Redevelopment Law and the Eminent Domain Act if this Agreement shall be terminated for any reason whatsoever but in such event the parties agree that the Redeveloper does not waive its right to interpose any defenses to any such condemnation action. SECTION 16.04. Remedies Upon Events of Default by the Borough. In the event that an Event of Default by the Borough occurs, then the Redeveloper may take whatever action at law or in equity as may appear necessary or desirable to enforce the performance or observance of any rights, remedies, obligations, agreements, or covenants of the Borough, as applicable, under this Redevelopment Agreement, including the seeking of damages (including reasonable counsel fees and costs). Further, but subject to any cure provisions afforded the Borough hereunder, the Redeveloper shall have the right, in its sole and absolute discretion, upon sixty (60) days' notice to the Borough, to terminate this Redevelopment Agreement, In the event that the Redeveloper shall terminate this Redevelopment Agreement in accordance with this Section 16.04, the Borough hereby waives any rights it may have to acquire or obtain title to the Project Area through condemnation in accordance with the Redevelopment Law. The Parties hereby acknowledge and understand that notwithstanding an Event of Default by the Borough, the Borough does not waive any other rights it may have to acquire or obtain title to the Project Area through condemnation in accordance with the Eminent Domain Act. SECTION 16.05. Specific Performance. If a Borough Event of Default occurs, or the Borough threatens to take an action that will result in the occurrence of an Event of Default, the Redeveloper shall have the right and remedy, without posting bond or other security, to have the provisions of this Redevelopment Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to the Redeveloper and that money damages may not provide an adequate remedy thereto. SECTION 16.06. Failure or Delay. Except as otherwise expressly provided in this Redevelopment Agreement, any failure or delay by either party in asserting any of its rights or remedies as to any default, shall not operate as a waiver of any default, or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 36 SECTION 16.07. Remedies Cumulative. None of Redeveloper's remedies conferred by any of the provisions of this Redevelopment Agreement is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. Redeveloper's election of any one or more remedies shall not constitute a waiver of the right to pursue other available remedies. In no event, however, shall a Redeveloper be entitled to recover more than its actual damages. SECTION 16.08. Continuance of Obligations. The occurrence of an Event of Default shall not relieve the defaulting party of its obligations under this Redevelopment Agreement unless this Redevelopment Agreement is terminated as a result of such Event of Default, as and to the extent permitted hereunder. SECTION 16.09. Litigation Costs. In the event that a party to this Redevelopment Agreement pursues an action to enforce any remedy provided in this Article, the prevailing party, whether plaintiff or defendant, shall be entitled to payment by the other party of all reasonable costs and expenses (including attorney fees) incurred in connection with such action. SECTION 16.10. Mitigation. The parties shall act reasonably to mitigate any damages that may be incurred as a result of an Event of Default hereunder. ARTICLE XVII MISCELLANEOUS SECTION 17.01. Notices. Formal notices, demands and communications between the Borough and the Redeveloper shall be deemed given if dispatched to the address set forth below by registered or certified mail, postage prepaid, return receipt requested, or by a commercial overnight delivery service with packaging tracking capability and for which proof of delivery is available. Notice is deemed effective upon delivery or refusal. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by written notice. Copies of all notices, demands and communications shall be sent as follows: If to the Borough: Borough of Carteret Municipal Building 61 Cooke Avenue Carteret, New Jersey 07008 Attn: Mayor and/or Borough Clerk with copy to: Matthew C. Karrenberg, Esq. 37 DeCotiis, FitzPatrick & Cole, LLP 500 Frank W. Burr Blvd. Teaneck, New Jersey 07666 If to the Redeveloper: Equinix Canada Ltd. c/o Equinix, Inc. One Lagoon Drive, 4th Floor Redwood City, CA 94065 Attention: Email: Matt Baumann Real Estate realestatdbequinix.com with a copy to: Equinix, Inc. One Lagoon Drive, 4th Floor Redwood City, CA 94065 Attention: Saad Minhas Email: General Counsel (Real Estate) naleealna.eouin ix.com and: Andy S. Norin Faegre Drinker Biddle & Reath LLP 600 Campus Drive Florham Park, New Jersey 07932 SECTION 17.02. Conflict of Interest. No member, official or employee of the Borough shall have any direct or indirect interest in this Redevelopment Agreement, nor participate in any decision relating to this Redevelopment Agreement which is prohibited by law. SECTION 17.03. No Consideration For Redevelopment Agreement. The Redeveloper warrants it has not paid or given, and will not pay or give, any third person any money or other consideration in connection with obtaining this Redevelopment Agreement, other than normal costs of conducting business and costs of professional services such as architects, engineers, financial consultants, contractors and attorneys. The Redeveloper further warrants it has not paid or incurred any obligation to pay any officer or official of the Borough, any money or other consideration for or in connection with this Redevelopment Agreement. 38 SECTION 17.04, Non -Liability of Officials and Employees of the Borough. No member, official, employee agent or consultant of the Borough shall be personally liable to the Redeveloper, or any successor in interest, in the event of any default or breach by the Borough, or for any amount which may become due to the Redeveloper or its successor, or on any obligation under the terms of this Redevelopment Agreement. SECTION 17.05. Non -Liability of Officials and Employee of Redeveloper. No member, officer, shareholder, director, partner, affiliate or employee of the Redeveloper shall be personally liable to the Borough, or any successor in interest, in the event of any default or breach by the Redeveloper or for any amount which may become due to the Borough, or their successors, on any obligation under the terms of this Redevelopment Agreement unless such liability is separately assumed under a separate document. SECTION 17.06. Intentionally Deleted SECTION 17.07. No Brokerage Commissions. The Borough and the Redeveloper each represent one to the other that no real estate broker initiated, assisted, negotiated or consummated this Redevelopment Agreement as broker, agent, or otherwise acting on behalf of either the Borough or the Redeveloper, and the Borough and the Redeveloper shall indemnify each other with respect to any claims made by any person, firm or organization claiming to have been so employed by the indemnifying party. SECTION 17.08. Provisions Not Merged With Deeds. To the extent that the provisions of this Redevelopment Agreement are intended to bind the Redeveloper's assigns and successors prior to issuance of the Certificate of Completion, its provisions shall not be merged by reason of any deeds transferring title to any portion of the Project Area from the Redeveloper or any successor in interest, and any such deeds shall not be deemed to affect or impair the provisions and covenants of this Redevelopment Agreement. SECTION 17.09. Successors and Assigns. This Redevelopment Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the parties hereto, and their heirs, executors, and administrators. Except as otherwise permitted herein, the rights granted in this Redevelopment Agreement are personal to the Redeveloper and this Redevelopment Agreement is non -assignable and any attempt to assign this Redevelopment Agreement without the prior written consent of the Borough will terminate all privileges granted to the Redeveloper. Any assignment contrary to this Redevelopment Agreement shall be void, the assignee shall acquire no rights herein and the Borough shall not recognize any such assignment. SECTION 17.10. Titles of Articles and Sections. The titles of the several Articles and Sections of this Redevelopment Agreement are inserted for the convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. SECTION 17.11. Severability. If any term or provision of this Redevelopment Agreement or the application thereof shall to any extent be held to be invalid or unenforceable, the remainder of this Redevelopment Agreement, or the application of such term or provision to circumstances other than those to which it is invalid or unenforceable, shall not be affected thereby, and each other term and provision of this Redevelopment Agreement shall be valid and shall be enforced to the extent permitted by law. 39 SECTION 17.12. Modification of Redevelopment Agreement. No modification, waiver, amendment, discharge, or change of this Redevelopment Agreement shall be valid unless the same is in writing, duly authorized, and signed by the party against which the enforcement of such modification, waiver, amendment, discharge, or change is or may be sought. SECTION 17.13. Execution of Counterparts. This Redevelopment Agreement may be executed in one or more counterparts (which may be by electronic means) and when each party has executed and delivered at least one counterpart, this Redevelopment Agreement shall become binding on the parties and such counterparts shall constitute one and the same instrument. SECTION 17.14. Prior Aereements Superseded. This Redevelopment Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes any prior agreement and all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. SECTION 17.15. Waivers and Amendments in Writing. All waivers of the provisions of this Redevelopment Agreement must be in writing and signed by the appropriate authorities of the Borough and the Redeveloper and all amendments hereto must be in writing and signed by the appropriate authorities of the Borough and the Redeveloper. SECTION 17.16. Drafting Ambienities, Interpretation. In interpreting any provision of this Redevelopment Agreement, no weight shall be given to, nor shall any construction or interpretation be influenced by, the fact that counsel for one of the patties drafted this Redevelopment Agreement, each party acknowledging that it and its counsel have had an opportunity to review this Redevelopment Agreement and have contributed to the final form of same. SECTION 17.17. Governing Law. This Redevelopment Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New Jersey without regard to conflict of laws principles thereunder and no defense given or allowed by the laws of any other state shall be interposed in any action or proceeding hereon unless such defense is also given or allowed by the laws of the State of New Jersey. The Borough may bring any action or proceeding to enforce or arising out of this Agreement in any court of competent jurisdiction. If the Borough commences such an action in a court located in the County of Middlesex, State of New Jersey, or any United States District Court in New Jersey, the Redeveloper hereby agrees that it will submit to the personal jurisdiction of such courts and will not attempt to have such action dismissed, abated or transferred on the ground of forum non conveniens, and in furtherance of such agreement, the Redeveloper hereby agrees and consents that without limiting other method of obtaining jurisdiction, personal jurisdiction over it in any such action or proceeding may be obtained within or without the jurisdiction of any court located in New Jersey and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon the Redeveloper by registered mail to or by personal service at the last known address of the Redeveloper pursuant to the notice section set forth in this Redevelopment Agreement. Any action or proceeding brought by the Redeveloper arising out of this Redevelopment Agreement shall be brought solely in 40 any court of competent jurisdiction located in the County of Middlesex, State of New Jersey, or in a United States District Court in New Jersey. The Redeveloper hereby waives any right to seek removal of any acion or proceeding. [SIGNATURES APPEAR ON THE FOLLOWING PAGE]. 41 IN WITNESS WHEREOF, the parties hereto have caused this Redevelopment Agreement to be executed, all as of the date first above written. ATTEST: REDEVELOPER EQUINIX, INC. By: Mod-�l Name: Masoudzafaripour Title: Director - Construction Project Management W. BOROUGH OF CARTERET 0 Carmela Pogorzelski, Borough Cleric Daniel J. Reiman, Mayor [SEAL] IN WITNESS WHEREOF, the parties hereto have caused this Redevelopment Agreement to be executed, all as of the date first above written. ATTEST: REDEVELOPER EQUINIX, INC. By: BOROUGH OF CARTE' RET Car - e;a 1PogoTAJS ' R&ough rk au o Reiman, Mayor [SEAL] EXHIBIT A REDEVELOPMENT PLAN ODD) BEACON PLANNING AND CONSULTING SERVICES L.L.C. COLTS TOWNE PLAZA, SUITE 207 TEL. (732) 845-8103 41 STATE HIGHWAY 34 SOUTH FAX (732) 845-8104 COLTS NECK, NJ 07722 FEDERAL BOULEVARD REDEVELOPMENT PLAN BOROUGH OF CARTERET, NEW JERSEY Beacon File: A06029 September 11, 2006 Rev. November 2021 The original copy of this report was signed and sealed in accordance with N.J.S.A. 45: 14A-12. Andrew W. Janiw, P.P., AICP Professional Planner #5775 Barbara J. Ehlen, P.P., AICP Professional Planner#6294 Beacon Planning and Consulting Services, LLC Colts Towne Plaza, Suite 207, 41 State Highway 34 South, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 MEMBERS OF THE CARTERET GOVERNING BODY Daniel J. Reiman, Mayor Vincent Bellino Jorge Diaz Dennis DiMascio Randy Krum Susan Naples Ajmar Johal MEMBERS OF THE CARTERET PLANNING BOARD Daniel J. Reiman, Mayor Joseph Agliata, Chairman Jorge Diaz, Councilman Robert Brown Debbie Bialowarczuk Jeffrey VanWoeart Sr. Rhoda Weissman Barbara Guiliano Spencer Fabe PLANNING BOARD CLERK Lauren S. Curran PLANNING BOARD ATTORNEY Thomas C. Jardim, Esq. PLANNING BOARD ENGINEER John DuPont, PE Beacon Planning and Consulting Services, LLC Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 TABLE OF CONTENTS TITLE PAGE 1.0 INTRODUCTION 1 1.1 Background 1 1.2 Statutory Basis for the Redevelopment Plan 2 1.3 Area Description 4 1.4 Utilities and Infrastructure 5 1.5 Environmental Conditions 5 1.6 Urban Enterprise Zone Status 5 2.0 DESCRIPTION OF SITE/FINDINGS OF NEED FOR REDEVELOPMENT 6 3.0 REDEVELOPMENT AREA REGULATIONS 8 3.1 Approach 8 3.2 Plan Interpretation 8 3.3 Purpose and Intent 10 3.4 Design Standards 10 3.5 Permitted Uses 17 3.6 Bulk Standards 18 3.7 Supplemental Regulations 19 4.0 ACQUISITION AND RELOCATION 22 4.1 Properties to be acquired 22 4.2 Relocation 22 5.0 RELATIONSHIP TO OTHER PLANS 23 5.1 Carteret Master Plan 23 5.2 Sewer and Water Service 23 5.3 Transportation and Public Transportation 23 5.4 Relation to Master Plans of Adjacent Municipalities 24 5.5 Relation to Middlesex County Plan 24 5.6 Relation to State Development and Redevelopment Plan 24 Beacon Planning and Consulting Services, LLC Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 6.0 IMPLEMENTATION OF THE REDEVELPMENT PLAN 25 6.1 Redevelopment Entity 25 6.2 Phasing 25 6.3 Selection of Designated Redevelopment 25 6.4 Appointment of a Designated Redeveloper 26 6.5 Land Disposition 27 6.6 Property Acquisition 28 6.7 Conditions in RedevelopmentAgreement(s) 28 6.8 Development Review 30 6.9 Duration of Redevelopment Plan 30 6.10 Amending the Redevelopment Plan 31 FIGURES Figure 1: Location Map Figure 2: Redevelopment Area Map Figure 3: Existing Zoning Figure 4: Proposed Zoning Beacon Planning and Consulting Services, LLC iv Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 1.0 INTRODUCTION 1.1 Background The Borough of Carteret authorized Beacon Planning and Consulting Services (BPCS), LLC, to evaluate whether certain properties located within West Carteret industrial district would qualify as a Redevelopment Area under the requirements of New Jersey's Local Redevelopment and Housing Law (LRHL). The findings were presented to the Planning Board in a report entitled "Federal Boulevard Redevelopment Area Assessment," dated October 2005. The report found that the area is characterized by underutilized properties, as well as properties with obsolete and inefficient site layouts. These conditions are consistent with requirements identified under the LRHL to designate the entire study area as an "area in need of redevelopment". Based on the conclusions of the Redevelopment Area Assessment, the planning board recommended that the governing body designate the study area a redevelopment area. The governing body then formally delineated the area for redevelopment. Subsequently, the Borough authorized Beacon Planning to evaluate several additional properties within this same industrial district, the findings of which were presented to the Planning Board in a report entitled ""Federal Boulevard Redevelopment Area Assessment, Phase 2," dated April 2006. Based on the conclusions of the Redevelopment Area Assessment, the planning board recommended that the governing body designate the study area a redevelopment area. Subsequently, the governing body formally delineated the area for redevelopment and directed the Planning Board to prepare one redevelopment plan that would regulate development within both of these redevelopment areas. The accompanying redevelopment plan identifies proposed uses for which the overall area is suitable. It also sets forth area and bulk guidelines to accommodate redevelopment of the area in a manner that promotes the health, safety and welfare Beacon Planning and Consulting Services, LLC Colts Towne Plaza, Suite 207, 41 State Highway 34 South, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 of the Carteret community. The redevelopment plan is designed to enhance the presently underutilized area by allowing for a diverse mix of appealing commercial and residential activities in a location that affords convenient access for Borough residents, as well as residents in neighboring communities. The redevelopment plan is designed to enhance the presently substandard and underutilized area by providing an opportunity for attractive and complementary uses that are intended to function practically, aesthetically, and productively. The redevelopment plan for this area envisions the area will function as an integrated component of the Borough while taking advantage of nearby highway accessibility to broaden the site's regional appeal. The plan is also designed to be consistent with and implement specific goals, objectives and policy statements set forth in the Borough Master Plan, dated 1973, and the Borough's most recent Master Plan Re-examination Report, which was adopted in June 1998. Following its review of this redevelopment plan, the Planning Board will forward its findings and recommendations regarding the redevelopment plan to the governing body for formal action. The statute governing redevelopment activities in New Jersey allows for a plan to encompass the redevelopment and/or rehabilitation of some or all of the properties within the delineated area. 1.2 Statutory Basis for the Redevelopment Plan The Local Redevelopment and Housing Law (LRHL) sets forth the following criteria that must be addressed in a redevelopment plan: A. No redevelopment project shall be undertaken or carried out except in accordance with a redevelopment plan adopted by ordinance of the municipal governing body, upon its finding that the specifically delineated project area is located in an area in need of redevelopment or in an area in need of rehabilitation, or in both, according to criteria set forth in section 5 or section 14 of P.L.1992, c.79 (C.40A:12A-5 or 40A:12A-14), as appropriate. Beacon Planning and Consulting Services, LLC 2 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 The redevelopment plan shall include an outline for the planning, development, redevelopment, or rehabilitation of the project area sufficient to indicate: Its relationship to definite local objectives as to appropriate land uses, density of population, and improved traffic and public transportation, public utilities, recreational and community facilities and other public improvements. Proposed land uses and building requirements in the project area. 3. Adequate provision for the temporary and permanent relocation, as necessary, of residents in the project area, including an estimate of the extent to which decent, safe and sanitary dwelling units affordable to displaced residents will be available to them in the existing local housing market. 4. An identification of any property within the redevelopment area which is proposed to be acquired in accordance with the redevelopment plan. 5. Any significant relationship of the redevelopment plan to (a) the master plans of contiguous municipalities, (b) the master plan of the county in which the municipality is located, and (c) the State Development and Redevelopment Plan adopted pursuant to the "State Planning Act," P.L.1985, c.398. B. A redevelopment plan may include the provision of affordable housing in accordance with the "Fair Housing Act," P.L.1985, c.222 (C.52:27D- 301 et al.) and the housing element of the municipal master plan. C. The redevelopment plan shall describe its relationship to pertinent municipal development regulations as defined in the "Municipal Land Use Law," P.L.1975, c.291 (C.40:55D-1 et seq.). The redevelopment plan shall supersede applicable provisions of the development regulations of the municipality or constitute an overlay zoning district within the redevelopment area. When the redevelopment plan supersedes any provision of the development regulations, the ordinance adopting the redevelopment plan shall contain an explicit amendment to the zoning district map included in the zoning ordinance. The zoning district map as amended shall indicate the redevelopment area to which the redevelopment plan applies. Notwithstanding the provisions of the "Municipal Land Use Law," P.L.1975, c.291 (C.40:55D-1 et seq.) or of other law, no notice beyond that required for adoption of ordinances by the municipality shall be Beacon Planning and Consulting Services, LLC 3 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel; (732) 845-8103 Fax: (732) 845-8104 required for the hearing on or adoption of the redevelopment plan or subsequent amendments thereof. 1.3 Area Description The Federal Boulevard Redevelopment Areas, Phases 1 and 2, are located within the West Carteret industrial district. The two redevelopment areas are comprised of total of 23 lots located in Tax Blocks 49.01, 49.02, 64.01 and 64.02. In addition, the rights -of -way for several public are included as well. Figure 1 shows the location of the 163.1-acre redevelopment area within the Borough. The redevelopment area has 1,300 feet of frontage on Minue Street, 375 feet of frontage on Bryla Street and 700 feet on Blair Road. Figure 2 delineates the boundaries of the area regulated by the Federal Boulevard Redevelopment Plan and the properties within. Table 1 lists the properties that comprise this area. The entire right-of-way of Raskulinecz Road has also been designated for redevelopment. Table 1 RBdPvPlonment Area Pronerties Block Lots Area 49.01 4,9 & 11 14.53 49.02 2 33.24 64.01 1, 2, 3, 4.01, 4.03, 4.04, 5, 6.01, 6.02, 7 &8 65.83 64.02 1, 2.01, 2.02, 3 & 7 27.45 Total 141.05 The redevelopment area adjoins a single-family residential neighborhood to the north and west. A utility right-of-way and the New Jersey Turnpike are directly east of the study area, while remaining portions of the Borough's light industrial district are situated to the south and west. The area to the west along Roosevelt Avenue consists of additional properties developed with neighborhood commercial and other non-residential uses. Beacon Planning and Consulting Services, LLC 4 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732)845-8103 Fax: (732) 845-8104 1.4 Utilities and Infrastructure Municipal water, sanitary sewer, storm water provisions, natural gas, electricity, and voice and data transmission facilities either serve or are available to serve the parcels within the Redevelopment Area. • Water: Middlesex Water Company services the entire Borough of Carteret for domestic purposes and with water pressure for fire fighting purposes. • Sanitary Sewerage: The Borough maintains and operates a sewerage collection system that pumps the collected wastewater to the regional Middlesex County Utility Authority for treatment. While surcharging of portions of the storm system does occur, the separation of storm from sanitary lines has eliminated potential health concerns. • Electricity: Electrical power is provided to the Redevelopment Area by Public Service Electric and Gas (PSE&G). • Natural Gas. Gas lines that service the Redevelopment Area are provided by Elizabethtown Gas. • Voice and Data Transmission: Verizon services are available for the redevelopment Area. 1.6 Environmental Conditions Any and all redevelopment efforts must consider the environmental status of the area. Potential environmental liabilities present within the area must be identified and all planning and redevelopment/rehabilitation pursued pursuant to all applicable laws, statutes and pertinent rules. 1.6 Urban Enterprise Zone Status In 1994 Carteret gained an Urban Enterprise Zone (UEZ) status for the district comprising the redevelopment area. Beacon Planning and Consulting Services, LLC 5 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 2.0 DESCRIPTION OF SITE AND FINDING OF NEED FOR REDEVELOPMENT This redevelopment plan provides standards and regulations for two redevelopment areas. They are the Federal Boulevard Redevelopment Area, Phases 1 and 2. Separate area analyses were performed for each of these redevelopment areas, and the findings and conclusions were summarized in reports entitled "Federal Boulevard Redevelopment Area Assessment," dated October 2005, and "Federal Boulevard Redevelopment Area Assessment, Phase 2, dated April 2006. The following statutory criteria were cited as the basis for inclusion of the properties for redevelopment: Criterion B: The discontinuance of the use of buildings previously used for commercial, manufacturing, or industrial purposes; the abandonment of such buildings; or the same being allowed to fall into so great a state of disrepair as to be untenantable. Criterion C: Land that is owned by the municipality, the county, a local housing authority, redevelopment agency or redevelopment entity, or unimproved vacant land that has remained so for a period of ten years prior to adoption of the resolution, and that by reason of its location, remoteness, lack of means of access to developed sections or portions of the municipality, or topography, or nature of the soil, is not likely to be developed through the instrumentality of private capital. Criterion D: Areas with buildings or improvements which, by reason of dilapidation, obsolescence, overcrowding, faulty arrangement of design, lack of ventilation, light and sanitary facilities, excessive land coverage, deleterious land use or obsolete layout, or any combination of these or other factors, are detrimental to the safety, health, morals or welfare of the community. Criterion E: A growing lack or total lack or property utilization of areas caused by the condition of the title, diverse ownership of the real property therein or other conditions, resulting in a stagnant or not fully productive condition of land potentially useful and valuable for contributing to and serving the public health, safety and welfare. Criterion G: In any municipality in which an enterprise zone has been designated pursuant to the "New Jersey Urban Enterprise Beacon Planning and Consulting Services, LLC 6 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 Zones Act," P.L.1983, c.303 (C.52:27H-60 et seq.) the execution of the actions prescribed in that act for the adoption by the municipality and approval by the New Jersey Urban Enterprise Zone Authority of the zone development plan for the area of the enterprise zone shall be considered sufficient for the determination that the area is in need of redevelopment pursuant to sections 5 and 6 of P.L.1992, c.79 (C.40A:12A-5 and 40A:12A-6) for the purpose of granting tax exemptions within the enterprise zone district pursuant to the provisions of P.L.1991, c.431 (C.40A:20-1 et seq.) or the adoption of a tax abatement and exemption ordinance pursuant to the provisions of P.L.1991, c.441 (C.40A:21-1 et seq.). The municipality shall not utilize any other redevelopment powers within the urban enterprise zone unless the municipal governing body and planning board have also taken the actions and fulfilled the requirements prescribed in P.L.1992, c.79 (C.40A:12A-1 et al.) for determining that the area is in need of redevelopment or an area in need of rehabilitation and the municipal governing body has adopted a redevelopment plan ordinance including the area of the enterprise zone. Criterion H: The designation of the delineated area is consistent with smart growth planning principles adopted pursuant to law or regulation. The redevelopment area assessment represented the first step of an extensive planning process. The governing body elected to proceed with the recommendations of the Planning Board with respect to the Federal Boulevard Redevelopment Area, pursuant to Resolution 06-48. Subsequently, the governing body elected to proceed with the recommendations of the Planning Board with respect to the Federal Boulevard Redevelopment Area, Phase 2, pursuant to Resolution 06-212. Following this second designation, the governing body directed the Planning Board to prepare a redevelopment plan that would regulate development within both of these redevelopment areas. The statute governing this process allows a plan to encompass the redevelopment and/or rehabilitation of some or all of the properties within the delineated area. The analysis highlighted the fact that portions of the study area are not utilized in a manner that allows the achievement of their full development potential, and thus does not enable them to contribute to the public health, safety, and general welfare of the community. Beacon Planning and Consulting Services, LLC 7 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 3.0 REDEVELOPMENT AREA REGULATIONS 3.1 Approach This plan seeks to achieve the realistic development potential of the site in order to maximize its economic and social benefits to the local community. The most appropriate approach for the municipality is to provide for an appealing mix and range of commercial and residential activities. It is the intent of the plan to create a unique and pleasant environment that attracts local and regional commerce to the site, while providing enhanced residential opportunities within the Borough. The overall area has convenient regional access via the New Jersey Turnpike, Routes 1 and 9, and the Garden State Parkway. The Federal Boulevard Redevelopment Plan should reflect the community's progressive vision through thoughtful urban design and aesthetically integrated architectural details. The appropriate use of landscaped transitional areas should buffer surrounding residential neighborhoods from potential nuisances, and as Well as to buffer areas within the redevelopment area from adjoining uses in Carteret and Woodbridge. 3.2 Plan Interpretation Unless otherwise specified herein, the standards contained within this Plan shall regulate the land use, bulk requirements, sign regulations and design standards in the FBRA, and shall apply to any redevelopment or rehabilitation project designed to implement the Plan, whether by a designated redeveloper or by private property owners. Where regulations of the Plan conflict with the Land Development Ordinance or Design Standards of the Borough, this Plan shall control. A new zoning district to accommodate the intended permitted land uses will be established and known as the Federal Boulevard Redevelopment Area (FBRA). This zone district is not an overlay zone, but replaces the current zoning designation for the Federal Boulevard Redevelopment Area and the Federal Boulevard Redevelopment Area — Phase 2. Final adoption of this Redevelopment Plan by the Beacon Planning and Consulting Services, LLC 8 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 Borough Council shall be considered an amendment to the Borough of Carteret Land Development Ordinance and Zoning Map. Unless otherwise defined herein, terms used in this plan shall have the same meaning ascribed to them in the Borough's Land Development Ordinance. The continued use of existing properties is permitted until the property is to be redeveloped or substantially rehabilitated, at which time the provisions of this Plan shall apply. In the case where a particular land use or site standard is not specifically addressed in this redevelopment plan, compliance with the Borough of Carteret's Zoning Ordinance and/or other applicable Borough codes or ordinances shall be required. The flexibility of land uses within the overall zone district is essential to allow for best design possible in order to: 1) Realize an aesthetically desirable commerce center for residents and visitors; 2) Provide for a range of commercial activities that reflect the diverse lifestyles and needs of the local and regional marketplaces; 3) Improve traffic circulation on local roadways; 4) Strengthen pedestrian connections to surrounding uses; 5) Accommodate public transit operations; 6) Protect nearby residential neighborhoods from physical nuisances; 7) Create market -driven opportunities to ensure the success of the redevelopment efforts. The local land development regulatory process will be administered by the Carteret Planning Board to ensure that the goals and objectives of the Redevelopment Plan are met. Beacon Planning and Consulting Services, LLC 9 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 3.3 Purpose and Intent It is the intent of this Redevelopment Plan to reach the following goals and objectives for the Borough of Carteret: A. To remedy substandard and otherwise obsolete buildings and site designs which contribute to property underutilization; B. To transform the site into positive asset for the general community with fully productive uses; C. To serve as the guiding document for the Borough Council and Planning Board for this area; D. To create land use and building requirements specific to the Redevelopment Area that will promote the development of a broad range of desirable commerce and lifestyle activities; E. To foster development that will advance the revitalization of the Redevelopment Area, while adding taxable improvements to the Borough's ratable base; F. To promote the utilization of high quality design standards in the construction of buildings and improvements; G. To provide for needed public amenities and services as well as provide connectivity to surrounding uses; H. To stimulate economic development opportunities within the redevelopment area; To create and control vehicular access within the site and along adjacent roadways in order to diminish traffic conflicts. 3.4 Design Standards Fundamental to Federal Boulevard Redevelopment Plan is the creation of an effective transition area between Carteret's existing residential neighborhoods and the redevelopment area. Visual and functional transition elements are essential. Off-street parking, well defined site access from adjacent roadways, a contiguous pedestrian network on site with off -site linkages, transit oriented facilities, an architectural style that attractively meshes various commercial land uses, quality Beacon Planning and Consulting Services, LLC 10 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 building materials, and an enticing streetscape are character requirements of the Redevelopment Plan. Purpose • To set forth guidelines and standards that promote the creation of functional and attractive development that shall promote and give due consideration to the health, safety, general welfare, morals, order, efficiency, economy, maintenance of property values and character of the Borough of Carteret. • To ensure that any development shall comply with the stated goals and objectives of the Federal Boulevard Redevelopment Plan. • To provide guidelines and standards that shall be used by an applicant in preparing a redevelopment proposal, and the designated redevelopment entity in reviewing same. • To minimize adverse impacts of flooding, drainage, erosion, vehicular traffic, pedestrian movement, parking, vibration, lighting and glare, noise, odor, solid waster disposal, litter, ventilation, vibration, crime and vandalism and inappropriate design and development. • To ensure that any new development gives due consideration to the physical, visual and spatial characteristics of the existing and proposed streetscape, neighborhood and district in which such is located and the Borough generally, while providing sufficient opportunity for creativity in design. • To ensure that the physical, visual and spatial characteristics of any proposed development will effectively function as a transition area to existing development in adjacent neighborhoods. Exceptions The design standards herein shall be used as the Borough's presumptive minimum requirements for development in the Federal Boulevard Redevelopment Areas. However, the guidelines and standards are not intended to restrict creativity, and a potential redeveloper may request that the guidelines and standards be modified or waived if they are shown to further promote the purpose and intent of the Redevelopment Plan. Such modification or waiver may be approved by Mayor and Council upon a demonstration of the following: Beacon Planning and Consulting Services, LLC 11 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 • Any proposed changes would substantially satisfy the goals and objectives of the Federal Boulevard Redevelopment Plan; • Be designed in accordance with the Borough's normally acceptable engineering, planning and/or architectural practices; • Not have an adverse impact on the physical, visual or spatial characteristics of the overall development plan for the parcel or tract to be developed; • Generally enhance the overall development plan for the tract; • Not have an adverse impact on the physical, visual or spatial characteristics of the existing streetscape and neighborhood in which such development is located or the two Federal Boulevard Redevelopment Areas as a whole; • Generally enhance the streetscape and neighborhood; • Not reduce the useful life or increase the cost of maintenance of the improvement to be modified or otherwise have an adverse impact on the long- term function of the development; • Not materially detract from the real property value of the development or adjacent or nearby properties; Site Standards Vehicular access. It is the intent of the plan to limit the number and frequency of driveways and curb cuts onto existing public rights -of -way. The plan should attempt to minimize adverse impacts to the traveling public on Federal Boulevard, Minue Street, Milik Street, and Blair Road. Parking within the redevelopment area shall be provided completely on site except where on -street parking would promote the purpose of exceptional urban design. Parking lots shall be prohibited within 25 feet of any public right-of-way or street and consideration should be given to locating the parking areas internally throughout the redevelopment area. Loading areas shall be located to the side and rear of buildings and out of the line of sight from the traveling public or adjacent residential properties. Commercial activity. Commercial land uses permitted by this Redevelopment Plan may draw both pedestrian and motor vehicle activity, and is dependent on both to varying degree according to the type of proposed uses. Sufficient parking for retail and other commercial components of the Federal Boulevard Redevelopment Plan is important to the long-term success of the redevelopment plan. It is also important to provide uninterrupted pedestrian access through the Beacon Planning and Consulting Services, LLC 12 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 redevelopment area, as well as to provide pedestrian connectivity to adjacent residential and commercial areas. Emphasis should also be placed on providing parking in sufficient quantity and in reasonable proximity for all land uses proposed. Building location. Buildings shall be located to front towards and relate to public streets, both functionally and visually. In a multiple -building development, buildings located on the interior of a site shall front towards and relate to one another, both functionally and visually. Commercial structures facing a public street should maintain or recreate a continuous, urban storefront appearance and should provide access to and from the street. Spatial relationships between buildings shall be geometrically logical, harmonious and architecturally formal. All buildings shall be located to allow for adequate fire and emergency access. Any refuse collection facilities located outside of structures shall be enclosed, sheltered, screened and in keeping with the established design of the community. Pedestrian Circulation. A barrier -free, uninterrupted walkway system shall be provided to allow pedestrian access to buildings from either the Borough sidewalk system or onsite parking facilities. Such walkway system shall promote pedestrian activity both within the site itself and to adjacent neighborhoods by its integration with the Borough sidewalk system. Walkways shall be separate from motor vehicle circulation to the greatest extent possible. Walkways shall also provide for connectivity between buildings on site. Decorative lampposts. An exterior tract with greater than 45 feet of public right of way frontage shall provide for decorative lampposts approximately 10 feet to 12 feet high, and spaced at intervals of approximately 40 feet to 60 feet along or near all street lines and driveways. Walkways in the interior of a site shall have decorative lampposts approximately 10 feet to 12 feet high, spaced at intervals of approximately 30 feet to 40 feet. The style, size, color and type of light source of such lampposts shall be in accordance with generally accepted Borough streetscape standards or its functional and aesthetic equivalent. Lighting levels from such fixtures shall be in accordance with Borough standards. Sidewalk type and streetscape details. Sidewalks and all other streetscape improvements along public right-of-way shall be completed in accordance with the Borough's design standards. Architectural Design Standards • Massing. Building wall offsets, including both projections and recesses, shall be provided along any building wall measuring greater than 150 feet in length in order to provide architectural interest and variety to the massing of a building and relive the negative visual effect of a single, long wall. The total Beacon Planning and Consulting Services, LLC 13 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 measurement of such offsets shall equal a minimum of 2% of the building wall length. The minimum projection or depth of any individual offset shall not be less than 75 feet in length. • Continuity of treatment. All sides of a building shall be architecturally designed so as to be compatible with regard to style, materials, colors and details. Roof. The type, shape, pitch, texture and color of a roof shall be considered as an integral part of the design of a building and shall be architecturally compatible with the style, materials, colors and details of such building. Windows. Fenestration shall be architecturally compatible with the style, materials, colors and details of a building. Windows shall be vertically proportioned wherever possible and the location of windows on the upper stories of a building shall be vertically aligned with the location of windows and doors on the ground level of such building. Buildings containing storefront style and boutique type retail uses shall have a pane display style window on the ground level. Such windows shall not comprise less than 45 percent or greater than 75 percent of the total ground level fagade area of such building. Entrances. All entrances to a building shall be defined and articulated by utilizing such elements as lintels, pediments, pilasters, columns, porticoes, porches, overhangs, railings, balustrades and other such elements, where appropriate. Any such element utilized shall be architecturally compatible with the style, materials, colors and details of such building. • Awnings and canopies. Commercial buildings with entrances facing public rights -of -way may use awnings or canopies to compliment the architectural style of the building and to distinguish various types of commercial establishments one another on the same site. The design of awnings shall be architecturally compatible with the style, materials, colors and details of such buildings. The maximum size of an awning/canopy sign shall not exceed an area of 10 square feet per awning/canopy up to a maximum of two awning/canopy signs per business use; The maximum height of lettering on an awning/canopy sign shall not exceed sixteen (16) inches. Physical plant. All air-conditioning units, HVAC systems, exhaust pipes or stacks and elevator housing shall be shielded from view for a minimum distance of 500 feet from the site. Such shielding shall be accomplished by utilizing the walls or roof of the building or a penthouse -type screening device that shall be designed to be architecturally compatible with the style, materials, colors and details of such building. Beacon Planning and Consulting Services, LLC 14 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 Materials, colors, and details. All materials, colors and details used on the exterior of a building shall be architecturally compatible with the style of such building, as well as with each other. A building designed of an architectural style that normally includes certain integral materials, colors and/or details shall have such incorporated into the design of such buildings Lighting. Light fixtures attached to the exterior of a building shall be designed to be architecturally compatible with the style, materials, colors and details of such building and other lighting fixtures used on the site. Consideration shall also be given to the type of light source utilized and the lights quality such sources produce, The type of light source used on buildings, signs, parking areas, pedestrian walkways and other areas of a site shall be the same or compatible. • Multiple uses. A building with multiple storefronts or other multiple uses, no matter whether such uses are the same type of use or located on the same floor level, shall be unified through the use of architecturally compatible styles, materials, colors, details, awnings, signage, lighting fixtures and other design elements for all such storefronts or uses. Multiple building. A development plan that contains more than one building or structure shall be unified through the use of architecturally compatible styles, materials, colors, details, awnings, signage, lighting fixtures and other design elements for all such buildings or structures. Any building located on a corner lot shall be considered significant feature of the area's urban design, as buildings will have more than one fagade facing a public street. Such buildings may be designed to have additional height and architectural details, if deemed by the redevelopment entity to provide a substantial enhancement of the aesthetics of the streetscape. • Prohibited materials. The use of bare aluminum or other bare metal materials or exposed non -decorative concrete block as exterior building materials shall be prohibited. The use of unusual shapes, colors, and other characteristics that create a jarring disharmony shall be avoided. Landscaping Design Guidelines • Landscaping. The entire development shall be landscaped in accordance with a plan conceived as a complete pattern and style throughout the total site. All areas of the site not occupied by buildings and other improvements shall be planted with trees, shrubs, hedges, ground cover and perennials and annuals. Landscaping shall be provided to achieve the following: • Preservation and enhancement, to the greatest extent possible, of existing natural features on the site, including vegetation and land forms; Beacon Planning and Consulting Services, LLC 15 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 ■ Assistance in adapting a site to its proposed development; ■ Mitigation and control of environmental and community impacts from a development; ■ Creation of an attractive appearance forthe development, as viewed from both within the site itself and the surrounding area; ■ Definition of yard areas and other open space; ■ Energy conservation and micro -climatic control; • Other site design elements. The development plan shall incorporate landscaping with other functional and ornamental site design elements, where appropriate, such as the following: ■ Courtyards, plazas, alleys and similar public and semi-public open spaces; • Ground paving materials; • Paths and walkways; ■ Fences, walls and other screens; ■ Street and site furniture; • General standards. The following general standards shall be used to prepare and review landscaping for any development plan. ■ Deciduous trees shall have a minimum caliper of two and one half inches at time of planting. Evergreen trees shall be a minimum of 6 feet in height at time or planting. Low -growing evergreen shrubs shall be a minimum of 2.5 feet in height at time of planting. Size of other plantings shall depend on setting and type of plant material. • Plantings shall be watered regularly and in a manner appropriate for the specific plant material through the first growing season. All landscaped areas shall be well maintained and kept free of all debris, rubbish, weeds, tall grass, other overgrown conditions and the storage of any equipment or materials. ■ The redeveloper shall be required to replace dead or dying plant material for a period of two years from the date of issuance of a final occupancy permit and shall post a maintenance guaranty for such. If plant material is dead or dying during a planting season, it shall be replaced that same Beacon Planning and Consulting Services, LLC 16 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 season. If plant material is dead or dying during a non -planting season, it shall be replaced as soon as is reasonably possible at the start of the next planting season. • Specific standards. The following standards shall be used to prepare and review landscaping within the two Federal Boulevard Redevelopment Areas: The interior area of all parcels shall be landscaped to enhance the site's aesthetic appearance, provided visual relief from monotonous appearance of extensive building and parking areas, and to provide shading. In parking lots, such landscaped areas shall be provided in protected planting islands or peninsulas within the perimeter of the parking lot and shall be placed so as not to obstruct the vision of motorist. The redeveloper shall provide to the redevelopment entity an acceptable landscaping plan. Benches, trash receptacles, kiosks, phone booths and other street or site furniture shall be located on -tract, and shall be positioned and sized in accordance with the functional need of such. Selection of such furniture shall take into consideration issues of durability, maintenance and vandalism. All such furniture shall be architecturally compatible with the style, materials, colors and details of buildings on the site. ■ Street trees shall be provided on -tract along all public streets within the West Carteret Minue Street Retail Redevelopment Area. Street trees shall be Redspire Pear (Pyrus calleryana "redspire") or equivalent planted 30' on - center, a minimum 2-1/2" caliper at the time of planting. • Shade trees shall be provided along all existing public right-of-ways in accordance with the Borough's design standards. 3.5 Permitted Uses A. Permitted principal uses. The Redevelopment Plan seeks to accommodate a broad range of uses and activities in one location to encourage redevelopment of the FBRA. Table 4 below lists the permitted uses for this area. Beacon Planning and Consulting Services, LLC 17 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 Table 4 Permitted Principal Uses Federal Boulevard Redevelopment Area 1. Retail sale of goods and personal services 2. Service establishments dealing directly with consumers 3. Business and professional offices, banks and fiduciary institutions 4. Municipal offices and facilities 5. Restaurants, cafes, bistros, bars and nightclubs; 6. Supermarkets 7. Specialty food stores 8. Variety stores 9. Dry goods stores 10. Clothing and apparel stores 11. Department stores 12. Recreational sports facilities 13. Fitness and health clubs 14. Child care and adult daycare facilities 15. Multifamily residences (age restricted) 16. Attached single-family residences (age restricted) 17. Light industrial uses 18. Warehousing 19. Mixed use of uses permitted in this district, excluding industrial uses 20. Data Centers B, Permitted accessory uses. Permitted customary uses may include off-street parking, parking garages, parking lots, fences and walls, signage, loading areas, and public open space, street furnishings and related elements which are commonly ancillary to principal permitted uses. C. Accessory uses for data centers, such as water tanks and generators, shall not be located in a front yard, shall not exceed 20 ft. in height, shall comply with all noise ordinances, and the full height of all accessory uses shall be screened from view from Federal Boulevard. 3.6 Bulk Standards Table 5 lists the area and bulk requirements for the Federal Boulevard Beacon Planning and Consulting Services, LLC 18 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 Redevelopment Area: Table 5 FBRA Bulk Regulations Zoning Standard Redevelopment Area Requirement Minimum lot area (acres) 5 Minimum lot width (feet) 250 Minimum front yard setback (feet)' 50 Minimum side yard setback (feet) 25 Minimum rear yard setback (feet)' 25 Maximum impervious coverage (%) 85 Maximum building height (feet/stories)z 60/4 Maximum floor area ratio 0.75 Minimum landscaped open space amenitv f%) 15 'Mlnmimum setback from an existing adjacent residential zone district shall be 100 feet ] Exclusive to the Data Center use, roof -top appurtenances may be placed to a height of 65 ft. provided a screen wall of that same height is included around the entire perimeter of the building. Cooling towers may be placed to a height not exceeding 70 ft. provided they occupy less than 10% of the gross roof area and that they are properly screened from view from all sides of the building. Cooling towers should be setback from the perimeter to the greatest extent possible to minimize the view of same. 3.7 Supplemental Regulations A. General Regulations The parking requirements set forth in Section 160-107 of the Borough Land Development Ordinance shall apply to permitted uses in the FBRA. Uses for which off-street parking standards have not been established shall be determined by the Planning Board during site plan review. The required number of parking spaces shall be based on the parking demand generated by the particular use. 2. The accessory use regulations set forth in Section 160-98 of the Borough Land Development Ordinance shall apply to accessory uses in the FBRA. 3. In the event of any conflicts between the regulations set forth herein for commercial and any other Borough of Carteret development ordinances, the FBRA regulations shall apply. B. Distribution of Uses Delineation on plan. The applicant shall identify the square footage devoted to various types of commercial uses. The amount of open space and landscaped open space shall be calculated. Beacon Planning and Consulting Services, LLC 19 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 2. Light industrial uses are encouraged as a transition to industrial uses situated in Woodbridge or to remaining industrial uses in West Carteret. In all instances, adequate screening and buffering shall be provide for any residential development. C. Landscaped Open Space Requirements A minimum 15 percent of a site's land area shall be devoted to landscaped open space. If provided, any public open space shall include a water -related feature such as a fountain, waterfall, or reflecting pool. The open space shall also be suitably landscaped and planted to provide an attractive year-round visual amenity. 2. Landscape plan amenities shall be guided by the requirements set forth in Section 138.G (1)(h)(i) of the Carteret Land Development Review Ordinance. D. Prohibited Uses Commercial use not otherwise permitted in the Table 4 of this Plan, or commercial or industrial uses not specifically permitted in the Borough's Neighborhood Commercial Zone (Section 160-132), or those uses permitted in Section 160-132 that may be noxious or injurious by reason of production or emission of dust, smoke, refuse matter, fumes, noise, vibration or similar substances or conditions. E. Signs All signs shall be architecturally compatible with the styles, materials, colors and details of the building and other signs used on the site. A maximum of one sign shall be used for each commercial establishment residing within a building except establishments located on more than one building corner may provide a sign on each corner. Signs may be provided consistent with the provisions of Section 160-113 of the Borough's Land Development Ordinance. Monument style signs are preferred at entrances to the site to enhance aesthetics. F. Non -Applicable Sections The following sections of the Borough's Land Development Ordinance shall not apply in the Federal Boulevard Redevelopment Area 160-109: Limitation on number of principal uses or buildings per lot. Beacon Planning and Consulting Services, LLC 20 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 G. Stormwater Management Stormwater management facilities located in and serving development pursuant to the Federal Boulevard Redevelopment Area shall satisfy all applicable requirements established by the New Jersey Department of Environmental Protection. H. Street, Curbs and Sidewalks Proposed right-of-way improvements shall meet the requirements set forth in the Borough's Land Development Ordinance at Sections 160-79 (Curbs), 160-86 (Monuments), 160-88 (Off -site and Off -tract improvements), 160-89 (Sanitary Sewers), 160-90 (Shade Trees), 160-91(Sidewalks), 160-93 (Street lighting), 160-94 (Streets), and 160-96(Water Supply), and shall be consistent with the streetscape design and standards being implemented elsewhere in the Borough. Deviation Requests The Planning Board may grant deviations from the bulk standards provided in the Federal Boulevard Redevelopment Plan where, by reason of exceptional narrowness, shallowness or shape of a specific piece of property, or by reason of exceptional topographic conditions, preexisting structures or physical conditions uniquely affecting a specific piece of property, the strict application of any area, yard, bulk or design standard or regulation adopted pursuant to the Redevelopment Plan, would result in peculiar and exceptional practical difficulties to, or exceptional and undue hardship upon, the development of such property. The Planning Board may also grant such relief in an application relating to a specific piece of property where the purposes of this Redevelopment Plan would be advanced by a deviation from the strict application of the bulk standards of this Plan, and the benefits of the deviation would substantially outweigh any detriments. No relief may be granted under the terms of this section unless such deviation or relief can be granted without substantial detriment to the public good and will not substantially impair the intent and purpose of this Plan. No deviations may be granted that would result in permitting a use that is not permitted in the FBRA. An application requesting a deviation from the requirements of this Redevelopment Plan shall provide notice of such application in accordance with the requirements of N.J.S.A. 40:55D-12a, b. Beacon Planning and Consulting Services, LLC 21 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 4.0 ACQUISITION AND RELOCATION 4.1 Properties to be acquired All lands within the Federal Boulevard Redevelopment Area not owned by the Borough of Carteret are subject to acquisition for redevelopment. This Redevelopment Plan authorizes the Borough to exercise its condemnation powers on all properties in the two Redevelopment Areas, to acquire property or to eliminate any restrictive covenants, easements or similar property interests which may undermine the implementation of the Plan. 4.2 Relocation Relocation, temporary or permanent, of residents displaced as a result of the implementation of this Redevelopment Plan shall be carried out by the Borough, or such entity designated by the Borough (Relocation Entity) in accordance with the provisions of the State of New Jersey Relocation Assistance Law of 1967 (N.J.S.A. 52:31B-1 et seq.) and the Relocation Assistance Act of 1971 (N.J.S.A. 20:4-1 et seq.), the rules promulgated there under, and a State -approved Workable Relocation Assistance Plan (WRAP) for the Redevelopment Area, Said WRAP shall be available for public inspection at the offices of the Relocation Entity It is estimated that adequate opportunities for the relocation of establishments currently conducting business within the FBRA will be available in the immediate region during the relocation period. The Relocation Entity will seek to identify potential new locations for businesses that may be displaced as a result on the implementation of this Redevelopment Plan. Beacon Planning and Consulting Services, LLC 22 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 5.0 RELATIONSHIP TO OTHER PLANS The LHRL requires a Redevelopment Plan to include a statement regarding any significant relationship that the redevelopment plan may have to contiguous municipalities, the County Master Plan, and the State Development and Redevelopment Plan. A review of the documents reveals that the proposed Redevelopment Plan is generally consistent with these various documents. The Redevelopment Area lies adjacent to Woodbridge Township to the south and west, and the overall goals and objectives are generally consistent with the land use planning philosophies espoused in the master plans of this community. 5.1 Carteret Master Plan FBRA is located in an area of the Borough that is designated for commercial and industrial uses. The goals, objectives and standards contained in this Redevelopment Plan are consistent with the Borough's Master Plan. 5.2 Sewer and Water Service Both public water and sewer service services are available to development within the Federal Boulevard Redevelopment Area. 5.3 Transportation and Public Transportation The FBRA is currently served by public transportation. New Jersey Transit provides bus service to the general area. Roosevelt Avenue provides access to the regional highway network. Minue Street and Blair Road connect the area regulated by this Redevelopment Plan to the New Jersey Turnpike (Interchange 12), state and county highways, and neighboring communities. Beacon Planning and Consulting Services, LLC 23 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 5.4 Relation to Master Plans of Adjacent Municipalities Municipalities bordering Carteret include Woodbridge in Middlesex County, and Rahway and Linden in Union County. The southern and western portions of the regulated area are situated along the municipal boundary with Woodbridge. Proposed uses in the FBRA will need to recognize the industrial character of the adjoining area in Woodbridge, and either be compatible with such existing development or provide suitable buffers to minimize any potentially adverse impacts. Regional access to the redevelopment area is primarily from the New Jersey Turnpike. As a result, the redevelopment of the area is not anticipated to have a significant adverse impact on development or roadways in neighboring communities. 5.5 Relation to Middlesex County Plan The Federal Boulevard Redevelopment Plan is consistent with the Middlesex County Master Plan as it relates to this specific area. The area is proposed to remain in non-residential use, and will continue to provide substantial employment opportunities for Borough and County residents. The addition of residential uses to this district is intended to provide additional 5.6 Relation to State Development and Redevelopment Plan This Plan is designed to affirm the overall redevelopment concepts set forth in the State Development and Redevelopment Plan. Specifically, the State Development and Redevelopment Plan encourages development and redevelopment in older cities and in suburbs that have the necessary infrastructure to accommodate it, as well as in locations along existing transportation corridors. Carteret is located in a "Metropolitan Planning Area." That classification has the following characteristics: predominantly developed with little vacant land; aging infrastructure; recognize that redevelopment will be the predominant form of growth; and understands that certain municipal services and systems need to be regionalized. This Redevelopment Plan affirmatively addresses the State Plan's goal of promoting public and private investment/reinvestment in the Metropolitan Planning Areas. Beacon Planning and Consulting Services, LLC 24 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 6.0 IMPLEMENTATION OF THE REDEVELOPMENT PLAN This section summarizes the implementation process for a successful redevelopment plan. 6.1 Redevelopment Entity The Borough Council shall serve as the Redevelopment Entity hereunder. 6.2 Phasing The project may be developed in phases. The phasing may include phased start and completion dates among the various land use components, as well as internal phasing schedules within sections. 6.3 Selection of Designated Redeveloper Potential redevelopers will be required to submit to the Redevelopment Entity for review and approval prior to the designation of a Redeveloper(s): • Documentation evidencing financial responsibility and capability with respect to the development proposed; • Estimated total development cost; • Estimated time schedule for start and completion of development; • Conceptual site plans, subdivision plans, preliminary plans, outline specifications and elevations sufficient in scope to demonstrate the design, architectural concepts, proposed distribution and intensity of uses, parking, loading, and landscaping; Beacon Planning and Consulting Services, LLC 25 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 • Community impact report that identifies the impact of the proposal on municipal facilities and services, school district facilities and services, and local tax revenues. • Such other information as may be required by the redevelopment entity. In selecting a Redeveloper, the Borough shall give preference to a developerbased on the following considerations: A. The redeveloper's qualifications including successful completion of commercial or industrial developments of comparable size, complexity and quality. B. The extent to which a proposal best serves the interests of the Borough in terms of the financial benefits to be derived by the Borough, after consideration of the scale and intensity of development; the proposed the timing and quality of construction; and the architectural theme selected. After review and evaluation of all proposals by the Redevelopment Entity, the Entity may select one or more developers who have submitted a proposal for the Redevelopment Project and/or each of the sections of the Redevelopment Area. The Borough reserves the right to provisionally designate a Redeveloper(s) subject to the negotiation of an acceptable Redevelopment Agreement setting forth the essential terms and conditions pursuant to which the Redevelopment Project(s) shall be authorized and completed. 6.4 Appointment of a Redeveloper The Redevelopment Entity shall review each Redeveloper Proposal and Qualification Summaries submitted to the Borough. The Redevelopment Entity may decide to reject all developer proposals or may select one or more Redevelopers to participate in the implementation of the Redevelopment Plan. Upon the selection of one or more Redevelopers, the Redevelopment Entity shall then proceed to negotiate a formal Redevelopment Agreement, Beacon Planning and Consulting Services, LLC 26 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 The designation of a Redeveloper by the Redevelopment Entity shall be subject to the execution of an appropriate Redevelopment Agreement. Estimates of total development cost and time schedule for project start and completion shall be finalized by the designated Redeveloper(s) at the time of execution of such agreement. Prior to the commencement of construction of any improvements on Redevelopment Area land, final plans and specifications must be submitted to the Redevelopment Entity by the Redeveloper for approval to insure conformance with the approved preliminary submission. Development plans shall also be submitted for approval to the Borough Planning Board, as required by the Borough's Land Development Ordinance. 6.5 Land Disposition The Redevelopment Entity shall have the authority to sell, lease or otherwise convey to the Redeveloper(s) for redevelopment, subject to the restrictions, controls and requirements of this Plan, all or any part(s) or portion(s) of land within the Redevelopment Area which becomes available for disposition as a result of public action under this Plan. The Entity reserves the right to formulate an agreement to enforce resale covenants. The development of the plan in different sections by separate entities will be permitted if it is determined that this approach best achieves the goals and objectives of the Plan. Title will be transferred only after the Borough has been paid in full for the value of such title interests as are to be transferred or other arrangements for full payment have been accepted by the Borough. Neither the Borough of Carteret nor the Redevelopment Entity nor any of their assigns nor any purchasers or lessees from them shall discriminate upon the basis of race, color, creed, religion, ancestry, national origin, sex or martial status in the Beacon Planning and Consulting Services, LLC 27 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 sale, lease or rental or in the use and occupancy of land or improvements erected or be erected thereon, or any part thereof, in the Redevelopment Area, 6.6 Property Acquisition This Redevelopment Plan authorizes the Borough to exercise condemnation powers on all properties in the Redevelopment Area, to acquire property or to eliminate any restrictive covenants, easements or similar property interests that may undermine the implementation of the Plan. 6.7 Conditions in Redevelopment Agreement Any Redevelopment Agreement pertaining to the Federal Boulevard Redevelopment Plan shall be contingent upon the following conditions, restrictions, and/or requirements. The Redeveloper Agreement will incorporate the pertinent aspects of the selected developer's proposal and will address financial considerations, planning, phasing, development and such other issues as deemed appropriate and/or as required according to state law in order to implement the Redevelopment Plan. The Redeveloper will be obligated to complete on -site improvements as approved, together with any specified off -site improvements, as may be required in accordance with the Redevelopment Plan. 3. Failure by the Redeveloper to adhere to any approved site plan and the associated time schedule shall constitute a condition of default under the Redevelopment Agreement. 4. The deed of conveyance shall include a restriction that the Redeveloper and his successors or assigns shall devote land to the uses specified in the Redeveloper's final plan and shall not devote such land to any other uses. These restrictions shall be perpetual in nature and shall run with the land. 5. The Redevelopment Entity reserves the right to terminate any Redeveloper Agreement with a Redeveloper in the event that such Redeveloper fails to Beacon Planning and Consulting Services, LLC 28 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 perform its obligations on a timely basis or it suffers a substantial change in its financial conditions which in the sole, reasonable judgment of the Redevelopment Entity is determined as being materially adverse. 6. The Redeveloper shall not be permitted to dispose of property until all required improvements are completed, unless the priorwritten consent of the Redevelopment Entity have been obtained; it being understood that such consent will not be granted under conditions that would promote speculation and fail to protect the interests of the Borough of Carteret. 7. The consent of the Redevelopment Entity shall be required prior to the disposition of all or any of the Redeveloper's interest in the Redevelopment Area. Such consent shall be effective upon the completion by the Redeveloper of all on and off -site improvements as may have been approved and required. 8. The Redevelopment Entity reserves the right to terminate any Redeveloper Agreement with any Redeveloper in which the ownership interests have changed by more than ten (10) percent in aggregate during the term of a Redeveloper Agreement unless such changes have been first approved by the Redevelopment Entity. 9. No covenant, agreement, lease, conveyance, or other instrument shall be effective or executed by the Redevelopment Entity or by purchasers or lessees from them, or by an successors in interest of such purchasers or lessees, by which land in the Redevelopment Area is restricted as to sale, lease, or occupancy upon the basis of race, color, creed, religion, ancestry, national original, sex, or marital status. 10. The Redeveloper shall have the obligation to maintain all aspects of the built environment of the Federal Boulevard Redevelopment Plan including buildings, parking areas, landscaping, streetscaping, sidewalks, curbing and traffic calming devices (but not the paved roadway unless disturbed by the Redeveloper), trash collection & receptacles, and all such issues identified in the Borough Property Maintenance Code Section 222, 11. The Redeveloper shall pay to the Redevelopment Entity a fee forthe purpose of defraying its costs incurred in connection with this Plan and the Redeveloper's project. Beacon Planning and Consulting Services, LLC 29 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 6.8 Development Review No application for development or redevelopment in the area may be filed with the Planning Board until such time as the applicant has applied for and received a designation as redeveloper from the Redevelopment Entity and has executed a Redevelopment Agreement with the Redevelopment Entity providing for the proposed application. Preliminary and Final Site Plans, with details sufficient to comply with the Municipal Land Use Law and local Ordinance, will be submitted for Planning Board review and approval for each development parcel, pursuant to N.J.S.A 40:55D-1 et seq. The Planning Board may require the developer to provide a bond or bonds of sufficient size and duration of guarantee the completion of the various phases of the project in compliance with the requirements of the Municipal Land Use Law, Section 160 of the Borough of Carteret's Land Use Ordinance, and any and all planning approvals granted for a redevelopment project within the FBRA. The objectives, standards and requirements contained in this Redevelopment Plan, shall regulate development within the Federal Boulevard Redevelopment Area and take precedent over the Land Development Ordinance of the Borough of Carteret. For standards not specifically addressed within this Redevelopment Plan, the Land Development Ordinance shall apply. The regulations for the zone or zones permitting the most similar types of use or uses shall be applied. These requirements may be varied by the Planning Board pursuant to N.J.S.A. 40:55D-1 et seq. 6.9 Duration of Redevelopment Plan During the time that the Redevelopment Plan is in effect, any party acting as a redeveloper (as defined in the LRHL) must obtain the approval of the Redevelopment Entity. The Redevelopment Plan will remain in effect for 30 years. Beacon Planning and Consulting Services, LLC 30 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 After that period the Zoning Ordinance will regulate the development of the Redevelopment Area. 6.10 Amending the Redevelopment Plan This Redevelopment Plan may be amended from time to time in compliance with the requirements of law. Beacon Planning and Consulting Services, LLC 31 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 FIGURES Beacon Planning and Consulting Services, LLC 32 Colts Towne Plaza, Suite 129, 315 State Highway 34, Colts Neck, New Jersey 07722 Tel: (732) 845-8103 Fax: (732) 845-8104 EXHIBIT B SITE PLANS r 4 g �y $ c p�ta k €K aPa IiyEy54 U i n� i :23�3 AiS�5 (y I� FF(R Fiv FEE F3E 83 1 fiEde! { pi 8.[i �0PaQ1934 ff`i39agiils3�E° 1a Iy ll i "7/ Ate` gS3 d 4 gx hr� d Tf y Q p E { 45 }p W r^�er»ry@1� S li� �7 '^se:y. � g S 9E� d3 osoo i d i� Z R pg <e e a z as Z jj 6 g :€ON I neiig F be #Lpg' j;a"syba� NaT,6d[J.# Ssg6o e�5g W q Z Hap, 'I. Va.. �V® WFo#".Vr:8g! t 322i—g3IM gS9s Ln )r x�p°5r z$gB. Ipf ^i �y 39 S 8 co 4 p tl ge @g y j[ pry € yy a < f Q d#�z�aAP eaEBc �y.3 -g` FY W #,I 4� o� tea, a x z� 4 #3falY �%v SUR a$ �r,£ A 5 R w a } G.evaeb. ;ex V" a A' ap i 88 e d5y p'yS @ r" pR .�`1�€SkSGZb S fZ E } F pp� ;-'1„, 3I ak'�r#s ifgl i'gs aP Vaal` g €w U C�.��a5 6�Z55 xatb file s3.4x O m` g e bPBs'a Ei ig?eg ¢9 f � Ega$shbe eg s.5 a Ba xa � 5 d a R ce O �9 ¢ na ' 6 b et3 K \ I s$R a. S°" 5 g �`xs 4yE E t:yav CD ® L;� U ON _R: � V.e R ' zE�g $.,s Z KEa, a ae3 s '3€ s y S@oe Ig" e5 sO - Z e e qe a t', xa ,gibe g ;3V, g K .9a"b ��.... { O �B�i � e E'J' € d a3i i kilab �43 N § £tt€0 d bb =E.Y.=G .l 5 #A V F e y3 ° r V §a_ �del� 4@ v g{s L€ d 1 ,� cv § 8 a °-s p3p a }�3 IRT aeF x Qa f= e $ qq a aa. . •g 5 fl $ a $ 's CFI n33 q sg a " "mf E Z lie a " 3, £ a e b n v 5: s 8 eSi3 ge}1a :& "'Vi o I I'kue p{ 1'.;s€_V��f"€ g L. 3 5 Ofi°^ E L 9 € �. `EEc 5 5 ¢=V�� 3 £ f o i� sx eGb ny & R :-e €@ y6@?6 Z In,V a €r,� " 5, s:{ g a s b s� a e a@asya gy3yggA py3gq g¢$3€��j g 2 # w saoe a el a . 5 v a r s: i� z afa AE F [s�e�6 #g�e ilE9§s b S AIR� U ess ' eega e s {' eg : ZE4 "s€ j xhox a a8 dz =e 'E a si sa V .. �.€3 . , . 3a a .x� J E e€.s 33 3x a... i i s 0 5 c 3 - � P L T11 Jul / ILlv Y' S W I- o 0 S ; ƒ ,) � ..§, . da•�§/\ w m oo \ ¢%i#PR ■ « r> / \ » rA•A a ��° �)3l;;g;! \ : m r!(|�;;) < . v « . A « @`:&•;., ,« < » » © a•. ; ! q;$!!!2 �!ƒ\,;#g!« .. . : ® < �A; . , � z � � © \ r �, %§,14,e!@ /3 # a el9;4 ,.a.RN (/\((/}\ 9 2§1 is 'Vill R i Vp M IN Ri, IN §p ;I ago 111XII go 1 i 4 jaj!j FIN 'I �x lip, P I j H 1 11 Nil j Milhil 1 §1, X�ol ii 1 2. l. a ft A i. .1.0 Ni MR .1 �Jgj it MIM. R11, H 4 to 1,5 Oj AII kit 6-- 15 AM 'it ERE ki i go g. H F-P UL� IM 2i Fo 1� �V p hit 0 - a I HE] N� Q 12 Ra N� M Fol 01 UP JM ; j'j "A�.Imv I F- rm- T-1 I'Mil 90 9 R, F�- I Lit ligpW,10 VIA!" ul q jR� All NE NJ 12 m 0.� M, o 1 -4 i r Hin ig if 7= N 21 W4 2 f, AA, 1 H 1 71 'P� i 1 41 1. ul kH ��4 Z ED ;1qj 1,! W. Nil If w 1 .11 I'l lit - I -A If 0 5, W t 77 A [7� wt b IT I It F// YM 1 I, I r if I I fill Ulf If It D-j ,I If if J,91�2 j,F fit fim. ji IRMO, it, uil h 11,1111% Ih g � if Hit -1 113 lip ji Ifil I Hfil IM z z 5: oil, P, Ig 151 CY R'd 1h im! IR all ng � 4-1 Ph w lo RE cup ACT i till, 1plig IV`! I m 11111 so M, Epp, L-- to 14 Ilk pygy It IM N IM 'Lit .. .... . ........ -nq -a oz- lo Rl ,,,o! 7 Zak !it !I �E Min is 9 i i p 29H no . V.- E . . I all i No a' oil I O� F-P 6 1 Jj, 2N9 Up q 3-Y lx� Ag 3w. F-P�- I OVA lip 1H lipinuo Hill! AI I NAT zo 9 Z< lam 1 M'!;mx l I 21 I RUM if d 1 Hilo M!uii j jF IIIII 11111i N H i M PI! F1:111 $I P if! !!I! poll I 111jui Hill I' Mll 11 he 1 of mum! m 1h; Imm"'I NO. 111 lip 411, Hill P min, oil a mg 11 iflyil 4 P 1;�! IF IN MEN US mPm ROM 11 1 MW If you I !qpl! hl I � h 1 1 3 ii -_ I I . b 1 IN 1 NUNN ME SM MR W11 1 HIM Ill Igg 11 mH 5 gg HMO! U i ill HOMINPIR oil H' A! US I II oil Whom, 411111111 UP I. - I El, )Ililt Jill HIM, I H Z < 11MR RUN li In I Dl p 1`tlili: IT! z gel. l�ill X0 Z< q4g 0 INH lil Mll,fl nix, 1 111,11 0 iftl it 11 11 ji I I 1 49 0 Hill Milb;! HIM 2 P 4 NO h ;I FIR Ek :1 ff It b1 '; j 1 LLq t 3 Q pa I 1: Z 0 < I ig wil' i V I-- v 1 --gF� B EXHIBIT C BOROUGH COUNCIL RE, SOLUTION NUMBER 22-84 BOROUGH OF CARTERET MUNICIPAL CLERK TO: Equinix Canada Ltd. c/o Equinix, Inc. One Lagoon Drive 411 Floor Redwood City, CA 94065 FROM: CARME LA POGORZE LSKI Municipal Clerk DATE: March 25,2022 SUBJECT: RE SOLUTION OF THE BOROUGH OF CARTE RE, T DESIGNATING EQUINIX INC. AS RE DEVELOPER OF CERTAIN PROPERTY KNOWN AS BLOCK 2801, LOT 18 ON THE OFFICIAL TAX MAPS OF THE BOROUGH AND AUTHORIZING THE BOROUGH TO ENTER INTO A RE DEVELOPME NT AGREEMENT. ENCLS: AN ORIGINAL CERTIFIED COPY OF RESOLUTION #22-84 CP/jo cc: Decotiis, FitzPatrick, Cole & Giblin, LLP -Matthew Karrenberg Planning Board John DuPont Beacon Planning & Consulting Services, LLC -Andrew Janiw File Memorial Municipall3ailding a 61CookeAvenue g Carteret, New Jersey 07008 Tel:732-541-3800 a Fax.,732-541�8925 0 derkofficc0c"teretne 'woolution of f4)� Paroug4 of (gartatf, #22-8 Date of Adoixfon March 24, 2022 RESOLUTION OF THE BOROUGH Or CARTE RET DESIGNATING EQUINIX INC. AS RE HE VELOPER OF CERTAIN PROYE RTY KNOWN AS BLOCK 2901, LOT 18 ON THE, OFFICIA1, TAX MAPS OF THE BOROUGH AND AiJTHORZWG T-M 130ROUGH TO ENTER INTO A REDEVELOPMENT AGREE, MFNT WHEREAS, the Borough Counoil,.in accordance with the Redevelopment and Housing Law, constituting Chapter 79tof the Pamphlet Laws of 1992 of the State, and the acts amendatory thereof and supplemental thereto (the "Redevelopment Lawe', as codified in N.S.S.A. 40A:12A-1 et seq.), has designated certain properties formerly known as Block 49.01, Lots 4,9 and il, Block 49.02; Lot 2,13lock 64.01, Lots 1, 2,3,4.01,4.03,4.04,5, 6.01, 6.02, 7 and 8; Block 64,02, Lots 1, 2.01, 2.02, 3 and 7 as an area in need of redevelopment (the "Redevelopment Area!); WHEREAS, in accordance with,the Redevelopment Law, the Borough Council has adopted an ordinance approving and adopting the Federal Boulevard Redevelopment Plan governing the Redevelopment Area, and WHEREAS, Equinix Inc. is the lessee of that parcel of real property located within the Redevelopment Area at 1400 Federal Boulevard, Carteret, New.Tersey and designated on the Official Tax Map of the Borough as Block 2801, Lot 18, formerly designated as Block 64.02, Lot 7 (the "Project Area!); and WHEREAS, Equinix Inc. deslies to expand, or otherwise construct one or more additions to, the existing data center building locatedwithin the Project Area, including any and all other improvements rolate�d thereto; and WHEREAS, the Borough desires to designate Equinix Inc. as the redeveloper of the Property and enter into a Redevelopment Agreement, the form of which is attached hereto as Exhibit A. NOW, THE, RE' F ORE, BE IT RESOLVED as follows: Section 1. Equinix Inc. is hereby designated as the redeveloper of the Project Area for all pagoses of the Redevelopment Law. Section 2. The Redevelopment Agreement is hereby authorized to be executed and delivered on behalf of the Borough by either the Mayor, Chief Financial Officer or Director of Law (each an "Authorized Officer"), in substantially the form attached hereto as Exhibit A, with such changes as an Authorized Officer, in its respective sole discretion, after Ponsultation with such counsel and any advisors to the Borough (collectively, the "Borough Consultants"), as such Authorized Officer deems necessary, desirable or convenient in such Authorized Officer's sole discretion. Section 3. The Borough Clerk is hereby authorized and directed, upon the execution of each of the Redevelopment Agreement in accordance with the terms of Section 2 hereof, to attest to the Authorized Officer's execution of the Redevelopment Agreement and is hereby further authorized and directed to thereupon affix the seal of the Borough to the Redevelopment Agreement, Sec"011 4. Section S. sectiiiii 6. 74,Autj - PeMb lorl"d OMO ,io Tin 174Y c's "to each harely Airthey gutherized tc, cwuezlt ">rocute or acknowledge and deliver any oth Autho - "'Stnitneu� "Zed ofige 'g"cme)14 decd or certifica or "a"Whau,"d er"afterc te, Which the Dorough Clerkeeins onsultation with the Boj,0U,,h esr,,,,or convenient and the 8such esecutica Is hereby further authorpcd and d- "'Icknowledge"Ient ,d loaffix )"ectedton't"tto "ough to ally such doe the s All a Unien air orthe cdoas Of th t� histruinvot or certificate. Consullarits tak A"thazized Omears and the Borough coralecilun h,,,'n Prior ta' the date Ofadcptloa hereofin With a1c holeby ratig, _d aad, upon the adriptica I Ppz.(,vcd. Certirl,ed Co I Iore'f becritij VICS of this th F 13urotigh ciork shall forward Couriso.", 11i"airfek rear"'it""i '0 Matthew C Karreabor, to the j301.0 ' le & Ciblin, I ugh. _L,,, Special Red, q, volopluent 'A40-PlOd this 20 RQd c6rtified Clay origival 0 asatme It Match 25� Afunicipal � POO clerk W01, Or CO— Lw( - ------- '�T-A�JAI:w - 'L-Vorr 2 EXHIBIT D PROJECT SCHEDULE The Borough and the Redeveloper Execute and Deliver the Redevelopment Agreement Effective Date 2 Redeveloper obtains all Governmental Approvals required for Commencement of Construction Within 365 days after the Effective Date 3 Commencement of Construction Prior to December 31, 2023 4 Completion of Construction Within 24 months after the Commencement of Construction EXHIBIT E RE DEVELOPER OWNERSHIP STRUCTURE Equinix, Inc. is a publicly traded company. No person owns more than a 10% interest in Equinix, Inc., other than The Vanguard Group, which as of the Effective Date owns approximately 12.6% of Equinix, Inc, EXHIBIT F FORM OF CERTIFICATE OF COMPLETION Record and Return to: Andy S. Norin, Esq. Drinker Biddle & Reath, LLP 600 Campus Drive Florham Park, New Jersey 07932 CERTIFICATE OF COMPLETION Pursuant to Section 11.02 of the Redevelopment Agreement by and between the Borough of Carteret (the "Borough") and Equnix, Inc. (the "Redeveloper"), dated as of , 2022, (the "Redevelopment Agreement"), the undersigned, as of the date hereof, certifies that (all undefined capitalized terms used herein shall have the same meaning ascribed to them in the Redevelopment Agreement): (i) the Project has been completed as of in accordance with the Redevelopment Agreement; (ii) all Borough permits, licenses and approvals that are required in older for the Redeveloper to Complete the Project or such other work or action to which such term is applied are, to the extent so required, in full force and effect; (iii) such Completion has been further evidenced by a written certificate of the Redeveloper and a certificate of the Redeveloper's engineer evidencing completion of the Project, which certificates are attached hereto as Exhibit 1: (iv) a copy of any Certificate of Occupancy issued with respect to any portion or portions of the Project for which a Certificate of Occupancy is required is attached hereto as Exhibit 2. (v) Tile conditions determined to exist at the time the Redevelopment Area was determined to be an area in need of redevelopment no longer exist with respect to the Project Area. The Project Area shall no longer be subject to (i) any covenant running with the land covered by this Certificate of Completion for the benefit of the Borough, and (ii) eminent domain pursuant to the Redevelopment Law as a result of those determinations. The Memorandum of Agreement recorded in the office of the Middlesex County clerk on r in deed book [ 1, page r I is hereby discharged of record and is void and of no further force and effect. IN WITNESS WHERE OF, the undersigned has caused this Certificate of Completion of Project to be executed as of the [ I day of [ I WITNESS OR ATTEST: BOROUGH OF CARTE RE' T 10 STATE OF NEW JERSEY COUNTY OF MIDDLESEX: LN Acknowled2men :SS On this f I day of [ I before me, personally appeared the of the Borough of Carteret, a public body corporate and politic organized and existing under and by virtue of the laws of the State of New Jersey , who I am satisfied is the person who executed the foregoing instrument; and s/he acknowledged that s/he executed the foregoing instrument as the act of the corporation and that s/he was authorized to execute the foregoing instrument on behalf of the corporation. Exhibit 1 RE' DEVELOPER'S CE RTIFICATE Pursuant to Section 11.02 of the Redevelopment Agreement by and between the Borough of Carteret (the "Borough") and Equinix, Inc, (the "Redeveloper"), dated as of 2022, (the "Redevelopment Agreement"), the Redeveloper certifies as follows to the best of its knowledge information and belief (capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Redevelopment Agreement): (i) the Project has been [completed/substantially completed] as of in accordance with the Borough of Carteret building and construction code, the Redevelopment Agreement, the Redevelopment Plan and in compliance with Applicable Laws so that the Project in its entirety may, in all material respects, be used and operated under the applicable provisions of the Redevelopment Agreement; (ii) all permits, licenses and approvals that are required in order for Redeveloper to Complete the Project or such other work or action to which such term is applied are, to the extent so required, in full force and effect; (iii) Redeveloper has performed or has caused to be performed all of its duties and obligations under the Redevelopment Agreement with respect to the Project; (iv) attached hereto is a certificate of [ 1, Redeveloper's engineer, evidencing completion and certification of the Project; and (v) the Project is being operated in accordance with the terms and provisions of the Redevelopment Agreement, the Redevelopment Plan and Applicable Laws. EQUINIX, INC. Name: Title: Exhibit 2 CERTIFICATE OF OCCUPANCY SCHEDULE 5.05 PROJE CT COMPONENTS THAT DO NOT RE, QUIRE, UNION LABOR Start-up and commissioning Agent(venclor) of major electrical- and mechanical equipment (i.e. Source 1, CSG, etc.) o These are done by vendors who have extensive experience, knowledge, background, and engineering degrees in validating that the new equipment performs per established design parameters. o These vendors will validate performance and then report to ownerfor any discrepancies o They supervise the start-up activities with equipment rep technicians, and mechanical/electrical subs contractors. Technicians for major electrical and mechanical Equipment o The manufacturer tech n ician/engineer has to field inspect equipment, perform pre -start-up checklist and then agree that the new equipment is safe and ready to be started o The manufacturer technician or engineer may not be union (i.e. Anord Equipment, Schneider Equipment, CMS Equipment, Cummins, Cats, etc.) 3 rd party inspections of structural Steel and concrete work o These vendors may not be union as well, as there are limited vendors who perform this work to verify the steel bolted connections and concrete strength quality, rebar, etc. Landscaping