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Home My Public Portal Aboutr 10-228 ~ezolutiott of tire fjorouBIr of OIarterd, ~. 3J. No. 10-228 Date of Adoption September 9, 2010 RESOLUTION OF THE BOROUGH OF CARTERET, IN THE COUNTY OF MIDDLESEX DESIGNATING NEWMAN'S REFRIGERATED SERVICES, me. AS THE CONDITIONAL REDEVELOPER OF A PORTION OF THE MIDDLESEX AVENUE RESIDENTIAL REDEVELOP~ffiNTAREA WHEREAS, the New Jersey Local Redevelopment and Housing Law, N.J.S.A. 40A:12A-l ef seq. (the HRedevelopment LawU) authorizes ffilmicipalities to detemline whether certain parcels ofland located therein constitute areas in need of redevelopment; and WHEREAS, by resolution duly adopted on August II, 2005, the Borough Council (the "Borough Council") of the Borough ofCarteret (the "Borough") desiguated the properties known as Block 242, Lots 1,2,3 & 5 on the Borough's tax map (the "Redevelopment Area") as an area in need of redevelopment lmder the Redevelopment Law; and WHEREAS, by Ordinauce No. 05-62, fmally adopted on December 15, 2005, the Borough Council adopted a redevelopment plan for the Redevelopment Area; and 'VHEREAS, Newman's Refrigerated Services, Inc. has expressed a desire to redevelop a portion of the Redevelopment Area, which portion consists of a portion of Block 242, Lot 1 (the "Project Site"); and \VHEREAS, the eartceet Redevelopment Agency now owns the Project Site; and WHEREAS, the Mayor and Council have determined that Newman's Refrigerated Services, Inc. is capable of undertaking the redevelopment of the Project Site; and \VHEREAS, the Borough wishes to engage in preliminary negotiations with Newman's Refrigerated Services, Inc. in furtherance of entering into a formal redevelopment agreement, with said preliminary negotiations to include the receipt and review of additional project specific information from Newman's Refrigerated Services, Inc. as may be requested. NOW, THEREFORE, BE AND IT IS HEREBY RESOLVED by the Mayor and COlillCil of Borough of Carteret, in the COlmty of :Middlesex and the State of New Jersey, as follows: Section 1. Newman's Refrigerated Services, Inc., with offices at 351 Roosevelt Avenue, Carteret, New Jersey 07008, is hereby conditionally designated as the redeveloper of the Project Site and has, at the sole and exclusive discretion of the Borough, the option to enter into preliminary negotiations for a redevelopment agreement with the Borough for the Project Site. Section 2. The within desiguation is hereby made for a limited period of sixty (60) days, and is further contingent upon Newman's Refrigerated Services, Inc. providing any additional project related infonnation as may be requested by the Borough. NO. 10- 228 PAGE 2 Section 3. The \vithin designation is further contingent upon Newman's Refrigerated Services, Inc. agreeing to reimburse the Borough for any and all costs associated \vith the Borough's review of said additional material and any efforts involved in designating Newman's Refrigerated Services, Inc. as the conditional redeveloper of the Project Site and negotiating a formal redevelopment agreement between the Borough and Newman's Refrigerated Services, Inc. Said costs shall include, but not be limited to, the cost of any and all professional consultants retained by the Borough to review said materials and/or assist the Borough in negotiations of a formal redevelopment agreement. Section 4. The Mayor is hereby authorized and directed to execute an Interim Costs Agreement in substantially the same form as that on file with the Borough Clerk, along with such additions, deletions or modifications as the :NIayar may deem necessary, after consultation with counsel. Section 5. This resolution shall take effect immediately. Adopted this 9th day of September, 2010 and certified as a true copy of the original on September 10, 2010. KATHLEEN M. BARNEY, MMC Municipal Clerk COUNCILMAN I YES NO NV A.B. COUNCILMAN YES NO NY A.B. ; om UNn \i' KRUM X I DIAZ X NAPLES X I Dr MASCIO X SITARZ X I X. Indicate Vote AS -Absent NV - Not Voting XOR - Indjcate~ Vote to O~errule Veto RECORD OF COUNCIL VOTE :1 Adopted at a meeting of the ~...Iunicipal Council II INTERIM COSTS AGREEMENT (the "Interim Costs Agreement"), dated as of ,2010, by and between: THE BOROUGH OF CARTERET a municipal corporation of the State of New Jersey with offices at 61 Cooke Avenue, Carteret, New Jersey 07008 and its successors and assigns (the "Borough"), and NEWMAN'S REFRIGERATED SERVICES, INC., a corporation formed under the laws of the State of r 1 with offices at 351 Roosevelt Avenue, Carteret, New Jersey 07008 and its successors and assigns ("Newman" or the "Redeveloper" and, together with the Borough, the "Parties"). W-I-T-N-E-S-S-E-T-H: WHEREAS, the Local Redevelopment and Housing Law, N.J.S.A. 40A:12A-I et seq. (the "Redevelopment Law") authorizes municipalities to designate certain parcels of land located therein as areas in need of redevelopment; and WHEREAS, by resolution duly adopted on August 11,2005, the Borough Council (the "Borough Council") of the Borough ofCarteret (the "Borough") designated the properties known as Block 242, Lots 1,2,3 & 5 on the Borough's tax map (the "Redevelopment Area") as an area in need of redevelopment under the Redevelopment Law; and WHEREAS, by Ordinance No. 05-62, fmally passed on December 15, 2005, the Borough Council approved and adopted a redevelopment plan for the redevelopment of the Redevelopment Area (the "Redevelopment Plan"); and WHEREAS, the Redeveloper has expressed a desire to redevelop a portion of the Redevelopment Area consisting of a portion of the property known as Block 242, Lot 1 (the "Proje<<t Site") and the Redeveloper has requested that the Borough designate it as the redeveloper of the Project Site so that it may effectuate the redevelopment of such property; and WHEREAS, after a review of the Redeveloper's preliminary plans for the redevelopment of the Project Site, the Mayor and Council have determined that said preliminary plans meet the goals and objectives that the Borough have established for the Project Site; and WHEREAS, on September 9, 2010, the Mayor and Council adopted Resolution No. 10- LJ, conditionally designating Newman Refrigeration as redeveloper of the Project Site, subject to the successful negotiation of a redevelopment agreement; and WHEREAS, the Borough wishes to engage in preliminary negotiations with the Redeveloper in furtherance of entering into a formal redevelopment agreement, with said preliminary negotiations to include the receipt and review of additional project specific information from the Redeveloper as may be requested; and WHEREAS, the Parties have determined to establish an escrow fund with the Borough to provide for the payment of the Borough's professional fees, costs and expenses related to the designation of the Redeveloper as the conditional redeveloper of the Project Site and to the negotiation and execution of a redevelopment agreement ("Interim Costs"). NOW, THEREFORE, for and in consideration of the mutual promises, representations, covenants and agreements contained herein and the undeltakings of each Party to the other and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Patties, intending to be legally bound hereby and to bind its successors and assigns, do mutually promise, covenant and agree as follows: 1. Payment of Interim Costs. a. Immediately upon the execution of this Interim Costs Agreement, the Redeveloper shall deposit fifty thousand dollars ($50,000) with the Borough, which the Borough will deposit into a non-interest bearing escrow account established by it for the payment of its Interim Costs. Prior to the Borough's withdrawal of funds from the escrow for the payment of its Interim Costs, the Borough shall provide the Redeveloper with a copy of each invoice reflecting Interim Costs to be paid. Unless the Redeveloper promptly (within 10 days of its receipt of any such copy) provides a written objection that any invoiced item is not an Interim Cost, the Borough shall be free to withdraw funds from the escrow account for the payment of such invoiced services. If, when and as often as may occur that the escrow account is drawn down to or below five thousand dollars ($5,000), then the Redeveloper, upon the Borough's request, shall immediately provide to the Borough for deposit such additional funds as are necessary to increase the balance in the escrow account to fifty thousand dollars ($50,000) for use in accordance with these terms. In the event that this Interim Costs Agreement either expires or is cancelled by the Borough, then all escrowed monies shall be returned to the Redeveloper following the payment from the escrow account of the Borough's Interim Costs incurred up to the time of said expiration 01' cancellation. b. Interim Costs, for the purposes of this Interim Costs Agreement, shall also include the Borough's reasonably incurred out-of-pocket fees, costs and expenses related to the designation of the Redeveloper as the conditional redeveloper of the Project Site, the negotiation of the terms and conditions of a redevelopment agreement, fmancial or tax agreement, if applicable, and other documents related to the redevelopment of the Project Site including, but not limited to, fees for legal, accounting, engineering, planning and financial advisory services, including all such fees, costs and expenses incurred prior to the execution of this Interim Costs Agreement. 13030-058 434557-1 2 2. Notice. in writing to: Any notice provided to the Borough hereunder shall be submitted Kathleen M. Barney, Borough Clerk Municipal Building 61 Cooke Avenue Cmteret, New Jersey 07008 with copies to: Robert J. Bergen, Esq., Director of Law Municipal Building 61 Cooke Avenue Cmteret, New Jersey 07008 and Kevin P. McManimon, Esq. McManimon & Scotland, LLC 1037 Raymond Boulevard, Suite 400 Newark, New Jersey 07102 Notices to the Redeveloper shall be submitted in writing to: Newman's Refrigerated Services, Inc. 351 Roosevelt Avenue Carteret, New Jersey 07008 Attn: [Name], [Title] with a copy to: Victor A. Deutch, Esq. Deutch & Associates, LLC Kislak Building 1000 U.S. Highway 9 North Suite 204 Woodbridge, New Jersey 07095 13030-058 434557-1 3 IN WITNESS WHEREOF, the Parties hereto have caused this Interim Costs Agreement to be executed, all as ofthe date first above written. ATTEST: BOROUGH OF CARTERET BY: Daniel J. Reiman, Mayor ATTEST: NEWMAN'S REGRlGERATED SERVICES, INC. BY: [Name], [Title] 13030-058 434557-1 4