Township Council Meeting — Agenda

88,692.20 83,596.10 79,146.63 83,811.64 85,510.34

NOW, THEREFORE, BE IT RESOLVED, by the Township Council of the Township of West Orange, County of Essex, State of New Jersey, that it approves the utilization of a three-year average method in computing the own’s fees and permits revenue anticipation in the column above identified as the Amount to be Budgeted in 2021; and BE IT FURTHER RESOLVED, that a certified copy of this resolution be forwarded to the Director of the Division of Local Government Services. Karen J. Carnevale, R.M.C., Muncipal Clerk Susan McCartney, Council President Adopted: July 19, 2022

196-22 July 19, 2022 RESOLUTION Authorizing the Execution of a Purchase and Sale Agreement With Estate of Donald J. Carroll For Property Designated as Block 64, Lots 3, 25 and 27 WHEREAS, pursuant to the Local Redevelopment and Housing Law (N.J.S.A. 40A:12A-1, et seq.) (the “LRHL”), the Township Council of the Township of West Orange (the “Township”), acting by resolution, determined that an area of the downtown was an “area in need of redevelopment” in accordance with N.J.S.A. 40A:12A-6(b) (the “Redevelopment Area”); and WHEREAS, on February 9, 2003 the Township approved an Ordinance adopting a redevelopment plan for the Downtown Redevelopment Area, which redevelopment plan has been amended from time to time, most recently by a Fourth Amended Downtown Redevelopment Plan, adopted September 14, 2021 (as amended, the “Redevelopment Plan”); and WHEREAS, the Estate of Donald J. Carroll (the “Carroll Estate”) is the owner of certain real property located in the Township of West Orange, County of Essex, New Jersey, located at 28-32 Ashland Avenue, West Orange, New Jersey, designated as Block 64, Lots 3, 25 and 27 on the Township of West Orange Tax Map (the “Property”); and WHEREAS, the Property is located within the Redevelopment Area and is subject to the Redevelopment Plan, which identifies the Property as a property to be acquired in connection with the implementation of the Redevelopment Plan, and which Property is authorized to be acquired through the power of eminent domain, pursuant to N.J.S.A. 40A:12A-8(c); and WHEREAS, on or about February 28, 2020, the Carroll Estate filed a lawsuit against the Township and the previously-designated redeveloper for the Redevelopment Plan, captioned Estate of Donald J. Carroll vs. Prism Green Associates IV, LLC, et al., Docket No. ESX-C-36- 20, which matter was appealed by the Carroll Estate and assigned Docket No. A-003020-20T4 (the “Court Action”); and WHEREAS, on September 29, 2021, the Township made a formal written offer to the Carroll Estate to purchase the Property, after which the parties engaged in good faith negotiations, pursuant to N.J.S.A. 20:3-6; and WHEREAS, on October 26, 2021, the Township adopted Ordinance

rroll Estate to purchase the Property, after which the parties engaged in good faith negotiations, pursuant to N.J.S.A. 20:3-6; and WHEREAS, on October 26, 2021, the Township adopted Ordinance #2662-21, authorizing the acquisition of properties within the Redevelopment Area, including the Property, and the financing of such acquisitions through the issuance of general obligation bonds or notes in one or more series in an aggregate principal amount of not to exceed $7,000,000 pursuant to the Local Bond Law and the LRHL; and WHEREAS, the parties have reached agreement on the terms for the sale and conveyance of the Property in lieu of condemnation proceedings, in the form of Purchase and 1 #13245526.1 168182/005

Sale Agreement, attached hereto as Exhibit A and incorporated herein, in light of which the relief sought in the Court Action is moot and the Parties agree can be dismissed. NOW, THEREFORE, BE IT RESOLVED BY THE TOWNSHIP COUNCIL OF THE TOWNSHIP OF WEST ORANGE, that the Mayor be and is hereby authorized to execute the Purchase and Sale Agreement, in the form attached hereto as Exhibit A, and the Municipal Clerk be and is hereby authorized to witness the Mayor’s signature and the Mayor is hereby authorized to take all further and necessary steps to effectuate the Purchase and Sale Agreement. Karen J. Carnevale, R.M.C. Susan McCartney Township Clerk Council President Adopted: July 19, 2022 2 #13245526.1 168182/005

EXHIBIT A #13245526.1 168182/005

196-22 AGREEMENT OF SALE THIS AGREEMENT OF SALE (this “Agreement”) is made this __ day of July, 2022, by and between the ESTATE OF DONALD J. CARROLL, c/o Executor, S.M. Chris Franzblau, Esq., Nagel Rice, LLP, 103 Eisenhower Parkway, Roseland, New Jersey 07068 (“Seller”), and the Township of West Orange, a body corporate and politic of the State of New Jersey, having its address at 66 Main Street, West Orange, New Jersey 07052 (“Buyer”) each individually referred to as a “Party” and collectively the “Parties.” WITNESSETH WHEREAS, Seller is the owner of certain real property located in the Township of West Orange, County of Essex, New Jersey, located at 28-32 Ashland Avenue, West Orange, New Jersey, designated as Block 64, Lots 3, 25 and 27 on the Township of West Orange Tax Map, and as more particularly described and set forth in Exhibit A, annexed hereto and made a part hereof (the “Property”); and WHEREAS, pursuant to the Local Redevelopment and Housing Law (N.J.S.A. 40A:12A-1, et seq.) (the “LRHL”), the Township Council of the Township of West Orange (the “Township”), acting by resolution, determined that an area of the downtown was an “area in need of redevelopment” in accordance with N.J.S.A. 40A:12A-6(b) (the “Redevelopment Area”); and WHEREAS, on February 9, 2003 the Township approved an Ordinance adopting a redevelopment plan for the Downtown Redevelopment Area, which redevelopment plan has been amended from time to time, most recently by a Fourth Amended Downtown Redevelopment Plan, adopted September 14, 2021 (as amended, the “Redevelopment Plan”); and WHEREAS, the Property is located within the Redevelopment Area and is subject to the Redevelopment Plan, which identifies the Property as a property to be acquired in connection with the implementation of the Redevelopment Plan, and which Property is authorized to be acquired through the power of eminent domain, pursuant to N.J.S.A. 40A:12A-8(c); and WHEREAS, on or about February 28, 2020, Seller filed a lawsuit against Buyer and the previously-designated redeveloper for the Redevelopment Plan, captioned Estate of Donald J. Carroll vs. Prism Green Associates IV, LLC, et al., Docket No. ESX-C-36-20, which matter is now on appeal, under Docket No. A-003020-20T4 (the “Court

Redevelopment Plan, captioned Estate of Donald J. Carroll vs. Prism Green Associates IV, LLC, et al., Docket No. ESX-C-36-20, which matter is now on appeal, under Docket No. A-003020-20T4 (the “Court Action”); and WHEREAS, on September 29, 2021, Seller made a formal written offer to Buyer to purchase the Property, after which the Parties have engaged in good faith negotiations, pursuant to N.J.S.A. 20:3-6; and WHEREAS, the Parties have reached agreement on the terms for the sale and conveyance of the Property in lieu of condemnation proceedings, in light of which the relief sought in the Court Action is moot and the Parties agree can be dismissed. #13244508.1

NOW THEREFORE, Intending to be legally bound hereby, the Parties hereto agree as follows: 1. Property To Be Conveyed. The Property consists of all those certain lots, tracts or parcels of land as defined in the Recitals hereto and more particularly described by the description attached hereto as Exhibit A, together with any buildings and improvements thereon contained and the privileges contained and appurtenances thereto appertaining, including but not limited to all rights, title and interest of the Seller in and to any water rights, mineral rights, air rights, rights of surface support, adjoining strips and gores, and casements and rights of way incidental thereto. Seller shall deliver a bargain and sale deed with covenants for the Property using the legal description pursuant to which the Property was conveyed to it, and specify that the property being conveyed is “also described as” set forth in the legal description of the Property set forth in the Survey, and shall quitclaim such legal description to the Seller. Seller, as Executor of the Estate of Donald J. Carroll, is legally authorized to convey the fee simple title and ownership of Property. 2. Purchase Price. The aggregate purchase price (the “Purchase Price”) to be paid by Buyer to Seller for the Property is Seven Hundred and Twenty Five Thousand Dollars ($725,000.00), subject to the proration and adjustments set forth in in this Agreement as of 120 days subsequent to date of this Agreement. 3. Payment of Purchase Price. Buyer agrees to pay the entire Purchase Price to Seller on the Closing Date (as hereinafter defined) subject to the proration and adjustments, if any, set forth in this Agreement. Prior to the Closing, Seller shall provide written instructions to the settlement agent with respect to the disbursement of the proceeds set forth on the closing statement to be received by Seller on the Closing Date, including but not limited to whether the proceeds shall be disbursed to the Seller or its designee, any wire transfer information and/or other written instructions. 4. Title. A. Title to the Property shall be good and marketable, free and clear of all liens, encumbrances, easements, restrictions, and other title objections. In addition, such title shall be insurable as such under an ALTA (2006) owner’s policy of

nd marketable, free and clear of all liens, encumbrances, easements, restrictions, and other title objections. In addition, such title shall be insurable as such under an ALTA (2006) owner’s policy of title insurance (as most recently revised) issued at regular rates by any reputable title insurance company, in an amount equal to the Purchase Price (the “Title Policy”), which Title Policy shall include extended coverage over the pre-printed exceptions thereon, and without any so called creditor’s rights exception or exclusion. B. Within ten (10) days after Buyer’s receipt of a fully executed copy of this Agreement (the “Effective Date”), Buyer shall order, at Buyer’s election, either a title report or a commitment for a title policy for the Property (the “Title Commitment”) and, if desired by Buyer, surveys (the “Survey”) of the Property by a licensed New Jersey surveyor. Within ten (10) days after the later of (i) Buyer’s receipt of the Title Commitment; and (ii) Buyer’s receipt of the Survey, Buyer shall deliver copies thereof to Seller, together with a written notice of the objections to the Title Commitment and the Survey, if any, which are not acceptable to Buyer 2 #13069278.1 #13244508.1