Township Council Meeting — Agenda

186-22 AMENDMENT TO SALE AND PURCHASE AGREEMENT Between Township of West Orange as “Seller” -and- West Orange Senior Housing, LLC as “Purchaser” This To The Sale and Purchase Agreement (“Amendment”) is made this ____ day of July, 2022 (“Effective Date”) between, the Township of West Orange, a public body politic and corporate of the State of New Jersey, having an address at 66 Main Street, West Orange, New Jersey (the “Seller”), and West Orange Senior Housing, LLC, having an address of 1 Parker Plaza, Fort Lee, New Jersey, as nominee for an Urban Renewal Entity to be formed (the “Purchaser”) WHEREAS, Purchaser and Seller entered into an Agreement of Sale and Purchase dated April 26, 2022 (the “Original Agreement”) for the real property commonly known as the Library property, West Orange, New Jersey, otherwise known as Block 68, Lot 1 on the tax map of the Township of West Orange, and more particularly described on Exhibits A and B attached to the Original Agreement (“Property”); and WHEREAS, Purchaser intends to utilize the Property solely for (i) the construction and operation of age-restricted low and/or moderate-income housing, and (ii) the construction of a 7,500 square foot public use room (“Project”); and WHEREAS, the parties have agreed it is to their mutual benefit to amend the Original Agreement. -1-

NOW, THEREFORE, Seller and Purchaser agree, for good and valuable consideration, as follows: 1. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Original Agreement, unless the context otherwise requires. 2. The parties agree that the deed restriction encumbering the individual units within the Property restricting their use to low- and moderate-income residential housing shall run in perpetuity. Accordingly, Paragraphs 4 and 5(a)(v) of the Agreement are hereby amended to state the following: 4. Condition Regarding Use of Property. Performance by Seller under this Agreement, including but not limited to conveyance of title to the Property, is conditioned upon the representation by Purchaser that Purchaser will utilize the Property solely for (i) the construction and operation of age-restricted low and/or moderate-income housing, and (ii) the construction of a 7,500 square foot public use room (to serve as a community room, satellite library, or other public use as determined by the Township) (the “Community Room Use”). These conditions shall be effectuated by: a. the preparation of a 99-year deed restriction on the Project restricting all residential units, except one (1) on-site superintendent unit, to occupancy by low- and moderate-income residents in compliance with applicable State and Municipal laws and regulations related to development and marketing of affordable housing units; and b. the preparation and recording of an easement on, over, in, upon and through the Property reserved for by the Seller for the public benefit for use of the Community Room Use (the “Easement”). The Community Room Use and Easement shall be perpetual and recorded as a deed restriction. 5(a)(v). The preparation and execution of a deed restriction that restricts the rent or use of the units as low- and moderate-income residential housing in accordance with Paragraph 4 herein for each residential unit to be recorded with the Closing Deliverables listed in paragraph 7. 3. The parties further agree to negotiate in good faith the following: (i) an easement on, over,

dential unit to be recorded with the Closing Deliverables listed in paragraph 7. 3. The parties further agree to negotiate in good faith the following: (i) an easement on, over, in upon and through the Property for the Community Room and for the provision of ingress and egress to and from the Community Room, and (ii) an easement on, over, in upon and -2-

through certain property of the Seller for the purpose of providing egress and ingress to certain parking spaces to be used as part of the Project (“Parking Space Easement”). The parties recognize that mutual indemnification provisions shall be provided for in said easement agreements. Accordingly, Paragraph 7 shall be amended and supplemented to state the following: 7. Closing Deliverables. At the Closing, the Seller shall deliver the following to the Purchaser: e. an easement on, over, in upon and through certain property of the Seller for the purpose of providing egress and ingress to certain parking spaces to be used as part of the Project (“Parking Space Easement”), which shall be negotiated in good faith by the parties and include the following provision: Indemnification. Each party hereby agrees to indemnify, defend and hold harmless the other Party, its successors and assigns, its officers, contractors, agents, employees, servants or any of them, from and against any and all losses, damages, suits, claims, fines, penalties, costs and expenses whatsoever (including death and defense of any such claims), which it, they or any of them may directly or indirectly suffer, sustain, or be subject to, (or be held liable for) in any way arising from, connected with or growing out of this Agreement, as a result of the negligence of the indemnifying Party, its successors, contractors, assigns and any other users or beneficiaries of this Agreement. At the Closing, the Purchaser shall deliver the following to the Seller: e. the Easement, which shall be negotiated in good faith by the parties and include the following provision: Indemnification. Each party hereby agrees to indemnify, defend and hold harmless the other Party, its successors and assigns, its officers, contractors, agents, employees, servants or any of them, from and against any and all losses, damages, suits, claims, fines, penalties, costs and expenses whatsoever (including death and defense of any such claims), which it, they or any

inst any and all losses, damages, suits, claims, fines, penalties, costs and expenses whatsoever (including death and defense of any such claims), which it, they or any of them may directly or indirectly suffer, sustain, or be subject to, (or be held liable for) in any way arising from, connected with or growing out of this Agreement, as a result of the negligence of the indemnifying Party, its successors, contractors, assigns and any other users or beneficiaries of this Agreement. -3-

4. The parties desire to amend the Agreement to provide mutual indemnification provisions. Accordingly, the Agreement shall be amended to add an additional paragraph entitled Indemnification, which shall state the following: 19. Indemnification. Each party hereby agrees to indemnify, defend and hold harmless the other Party, its successors and assigns, its officers, contractors, agents, employees, servants or any of them, from and against any and all losses, damages, suits, claims, fines, penalties, costs and expenses whatsoever (including death and defense of any such claims), which it, they or any of them may directly or indirectly suffer, sustain, or be subject to, (or be held liable for) in any way arising from, connected with or growing out of this Agreement, as a result of the negligence of the indemnifying Party, its successors, contractors, assigns and any other users or beneficiaries of this Agreement. 5. The parties further agree that Purchaser shall use commercially reasonable efforts to commence construction of the Project within five (5) years of the Effective Date of this Amendment. Accordingly, the Agreement shall be amended to add an additional paragraph entitled Reversionary Interest, which shall state the following: 20. Reversionary Interest. The Bargain and Sale Deed with Covenants Against Grantor’s Acts conveyed to the Purchase by Seller at the time of closing pursuant to Paragraph 7(a) of this Agreement, shall contain the following provision: This conveyance is made on the condition that Grantee or Grantee’s assigns use commercial reasonable efforts to Commence Construction of the Project within five (5) years of the Effective Date of a certain Amendment to Purchase and Sale Agreement between West Orange Senior Housing, LLC and the Township of West Orange. For purposes of this provision, the term “Commence Construction” shall mean the undertaking of any actual physical construction of any portion of the Project (or applicable phase thereof), including demolition, site preparation, environmental remediation, construction of Improvements or construction or upgrading of

applicable phase thereof), including demolition, site preparation, environmental remediation, construction of Improvements or construction or upgrading of infrastructure. All other Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Amendment to Purchase and Sale Agreement, unless the context otherwise requires. If Grantee or Grantee’s assigns fails to use commercial reasonable efforts to commence construction as required above, the property conveyed herein will revert to Grantor. -4-

If the Property reverts to Seller pursuant to the terms contained within the deed and this Paragraph 5, Seller shall, within thirty (30) days of said reversion, refund to Purchaser or Purchaser’s assigns the full Purchase Price. The obligation of Seller to refund the Purchase Price pursuant to this Paragraph 5 shall survive Closing. 6. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be original, and all of which together shall constitute one and the same instrument. This Amendment may be transmitted between Purchaser and Seller by facsimile machine or by email transmission. Purchaser and Seller intend that signatures so transmitted constitute original signatures and that this Amendment containing the signatures (original or as so transmitted) of all the parties is binding on Purchaser and Seller. 7. All provisions of the Original Agreement that are not expressly amended herein shall remain in full force and effect. In the event any provisions of the Original Agreement are inconsistent with this Amendment, the provisions of this Amendment shall control. (Signatures are on the following pages.) -5-

IN WITNESS WHEREOF, each party hereto, being authorized to do so and intending to be legally bound hereby, has duly entered into this Amendment on the date set forth above. Seller Township of West Orange By: __________________ Name: Robert D. Parisi Title: Mayor Purchaser West Orange Senior Housing, LLC as Nominee for West Orange Senior Housing Urban Renewal, LLC By: __________________ Name: Joseph Alpert Title: Managing Member -6-

2022 Budget Amendment #1 187-22 July 19, 2022 BE IT RESOLVED, that the Township Council of the Township of West Orange, on this 19th day of July 2022, that Budget Amendement #1 to the 2022 Local Municipal Budget of the Township of West Orange be and is hereby introduced on first reading and the Township Clerk is directed to read the title thereof in full. According to NJSA 40A:4-1, since Amendment #1 does not add a new item of appropriation in an amount in excess of 1% of total appropriations, increase or decrease any item of appropriation by more than 10% or increase the amount to be raised by takes by more than 5%, the amendment does not require advertisement or a new public hearing. Copies of Amendment #1 are available in the office of the Business Administrator at the Municipal Building, 66 Main St, during the hours of 8:30 AM to 4:30 PM. Introduced Budget: CURRENT FUND - GENERAL REVENUES 2022 Introduced 2022 Amended #1 Change Surplus CURRENT FUNDAnticipated - GENERAL REVENUES 3,007,431.72 3,024,764.40 17,332.68 Total Surplus Anticipated 3,007,431.72 3,024,764.40 17,332.68 3. Miscellaneous Revenues - Section A: Local Revenues (continued) Sewer User Charges 7,251,359.33