Township Council Meeting — Agenda

H. Seller has no knowledge of any pending or threatened legal action of any kind or character whatsoever affecting the Property which will in any manner interfere with the transfer of possession or title upon consummation hereof, nor has Seller knowledge that any such action is presently contemplated. I. Seller has no knowledge of any outstanding written notices of uncorrected violations of the housing, building, safety or fire ordinances. Seller shall be responsible, at Seller’s sole cost and expense, to correct any such violation on or prior to the date of Closing. J. Seller has not received any written notice of any assessments for public improvements made to the Property which remain unpaid. K. Seller has no knowledge of any outstanding notices, nor are there, any violations of any law, regulation, ordinance, order or other requirement of any governmental or public authority having jurisdiction over or affecting any part of the Property. Seller shall cure prior to Closing, any violation of which Seller receives notice prior to Closing from any governmental or quasi-governmental authority having jurisdiction over the Property. L. Seller has no knowledge of any notices by any governmental or public authority which have been served on Seller or anyone on Seller’s behalf which remain uncorrected. M. There are no insolvency proceedings pending or to Seller’s knowledge, threatened against it. N. Seller has no knowledge of any liens attached to any revenues or any real or personal property owned by the Seller and located in the State of New Jersey, including, but not limited to the Property, as a result of monies being expended out of the New Jersey Spill Compensation Fund to pay for “Cleanup and Removal Costs" as such term is defined in N.J.S.A. 58:10-23.11b(d) arising from an intentional or unintentional action or omission of the Seller or of any previous owner or operator of said real property. O. The execution, delivery and performance of this Agreement will not conflict with or result in a breach of any material terms and conditions of, or constitute a default or require consent under the terms of any material agreement to which Seller is a party or by which Seller may be bound, or to which the Property is

al terms and conditions of, or constitute a default or require consent under the terms of any material agreement to which Seller is a party or by which Seller may be bound, or to which the Property is subject, and no consent, approval or authorization of any third Party is now required for the execution, delivery and performance of this Agreement, except those that have been obtained or made, and are in full force and effect. P. Seller has provided copies of all current correspondence, reports, records of sampling, lab results, and any other documents in its current custody and/or control that reflect the environmental condition of the Property, including but not limited to documents reflecting any environmental investigations and/or remediation of the Property (collectively the “Environmental Documents”). Q. There are no persons employed on-site by Seller in connection with the management, operation or maintenance of all or any portion of the Property whose employment will not be lawfully terminated, prior to Closing, without recourse to Buyer. There are no 8 #13069278.1 #13244508.1

ERISA or other employee benefit plans for employees of Seller with respect to the Property that will in any manner impose any liability or responsibility upon Buyer from and after the date of Closing. The wages and employee taxes of all of Seller’s employees who are employed in connection with the operation of the Property, if any, have been fully paid and the employment of all such employees may be rightfully terminated by Seller or Buyer at any time prior to Closing at no cost or expense to Seller. R. There are no material defects in, mechanical failure of or damage to the improvements constructed on the Property, including, without limitation, the roof, structure, elevators, walls, heating, ventilation, air conditioning, plumbing, electrical, drainage, fire alarm, sprinkler, security and exhaust systems and their component parts, all of which have been constructed in a good and workmanlike manner. S. Executor has no knowledge that property had been used for the disposal of refuse or waste, or for the generation, processing, manufacture, storage, handling, treatment or disposal of any hazardous or toxic waste, substance, petroleum product or material (“Hazardous Substance”) except as identified in previous reports to the DEP and addressed in previous remediations. No (i) asbestos-containing materials, or (ii) machinery, equipment or fixtures containing polychlorinated biphenyls (PCBs), or (iii) storage tanks for gasoline or any other substance, or (iv) urea formaldehyde foam insulation, have been installed, used, stored, handled or located on the Property. No Hazardous Substance has been installed, used, stored, handled or located on the Property which Hazardous Substance, if found on the Property or improperly disposed of off of the Property, would subject the owner or occupant of the Property to damages, penalties, liabilities or an obligation to perform any work, cleanup, removal, repair, construction, alteration, demolition, renovation or installation in or in connection with the Property (“Environmental Cleanup Work”) in order to comply with any federal, state or local law, regulation, ordinance or order concerning the environmental state, condition or quality of the Property (“Environmental Law”) applicable to owners, operators or developers of real property. No notice from any governmental body has ever

erning the environmental state, condition or quality of the Property (“Environmental Law”) applicable to owners, operators or developers of real property. No notice from any governmental body has ever been served upon Seller, its agents or employees, or, to the best of Seller’s knowledge, any occupant or prior owner of the Property, claiming any violation of any Environmental Law, or requiring or calling attention to the need for any Environmental Cleanup Work on or in connection with the Property in order to comply with any Environmental Law, and to the best of Seller’s knowledge, any occupant or prior owner of the Property, has ever been informed of any threatened or proposed serving of any such violation or corrective work. Seller has no knowledge that the soil and groundwater on or under the Property is free from any Hazardous Substance. T. Seller has no knowledge of any installations or use or operation (or caused or permitted the installation, use or operation of) any well, septic tank, septic system, storage tank, or other tank or container of any kind beneath the Property. To the best of Seller’s knowledge, the soil beneath the Property is free of any such well, septic tank, septic system, storage tank, or other tank or container except as previously identified in reports submitted to DEP previously. Seller has not buried, covered over or deposited (or caused or permitted the burial, covering over or deposit of) any demolished buildings or structures, foundations, bulkheads, footings, excavated soils, debris from construction or demolition, or other objects or materials of any kind beneath the Property. The best of Seller’s knowledge, the soil beneath the 9 #13069278.1 #13244508.1

Property is free of any such demolished buildings or structures, foundations, bulkheads, footings, excavated soils, debris from construction or demolition, or other objects or materials. U. The Property is not and has not been under Seller’s ownership occupied by an “Industrial Establishment,” as defined in the Industrial Site Recovery Act, N.J.S.A. 13:1k-6 et seq., and the rules and regulations promulgated thereunder, as same may be amended from time to time (“ISRA”). Property had been used for storage of vehicles and maintenance of vehicles. The representations and warranties as set forth in this Agreement shall be continuing and shall be true and correct on and as of the Closing Date with the same force and effect as if made at that time and shall survive the closing of title for a period of twelve (12) months. 14. Risk of Loss; Damage or Destruction. The risk of loss to the Property until the Closing shall be on Seller. In the event that the Property shall be destroyed or damages by reason of fire, storm accident or other casualty, Buyer shall have the option on written notice to Seller to either: (i) terminate this Agreement on written notice to Seller, whereupon neither Party shall have any further rights nor liabilities hereunder thereafter (except for provisions that expressly survive termination of this Agreement); or, (ii) direct Seller to assign to Buyer at Closing Seller’s right to any casualty insurance proceeds resulting from such casualty (or if such insurance proceeds are not assignable, Seller shall at Closing grant to Buyer a credit against the Purchase Price in the amount of any such insurance proceeds), in all instances with Seller providing to Buyer a credit against the Purchase Price for the amount of any applicable deductible. If Buyer elects to have insurance proceeds assigned to Buyer, Seller shall not be required to repair or replace the damaged Property nor shall the Purchase Price be abated (except that if insurance proceeds have already been paid to Seller by the Closing Date, Buyer shall be credited with the amount so paid against the Purchase Price). If Seller does not have insurance to cover any such destruction or damage or is unable to collect the insurance proceeds, then Buyer shall have the option on written notice to Seller to either (a) terminate this Agreement whereupon neither

ver any such destruction or damage or is unable to collect the insurance proceeds, then Buyer shall have the option on written notice to Seller to either (a) terminate this Agreement whereupon neither Party shall have any further rights or obligations except as otherwise set forth in this Agreement or (b) abate the Purchase Price in an amount necessary to repair or replace any such destruction or damage. Buyer shall have the right to independently insure its interest in the Property, at Buyer’s sole cost and expense. 15. [Intentionally Deleted] 16. Condemnation. In the event that the entire Property or a substantial part thereof shall have been taken by eminent domain by a federal or state governmental entity or shall be in the process of being so taken by a federal or state government, on the Closing Date, Buyer shall have the option to terminate this Agreement on written notice to Seller, whereupon neither Party shall have any further rights or liabilities hereunder thereafter (except for provisions that expressly survive termination of this Agreement). In the event any such taking shall not include a substantial part of the Property or in the event that Buyer shall not terminate this Agreement pursuant to the preceding sentence, Buyer shall accept the Property in the condition in which it is left following such taking, with an abatement of the Purchase Price measured by the proceeds of any condemnation award allowed. In the event the award has not been made or collected by Seller on the Closing Date, Seller shall assign to Buyer at Closing all rights, title and interest of Seller in the collection of such award and Buyer shall accept the Property without abatement of 10 #13069278.1 #13244508.1

the Purchase Price. As employed herein, the term “a substantial part of the Property” shall be deemed to mean (i) a part of the Property consisting of ten (10%) percent or more of the total area of the Property, or (ii) a part of the Property consisting of less than ten (10%) percent of the total area, but which renders the Property unsuitable for redevelopment. 17. Broker. Seller and Buyer each warrant and represent to the other that each has had no dealings, negotiations or communications with any brokers or other intermediaries in connection with this Agreement or the sale and purchase of the Property. If any claim is asserted by any person, firm or corporation claiming a commission and/or finder’s fee with respect to the sale and purchase of the Property resulting from any act, representation or promise of either Seller or Buyer, such party shall indemnify, defend and save harmless the other party from such claim. This representation shall survive Closing. 18. Dismissal of Court Action. The Parties agree that as further consideration for this Agreement and the payment of the Purchase Price by Buyer, that the Court Action shall be dismissed against Buyer only with prejudice, by the filing of the executed Stipulation of Dismissal with Prejudice of the Court Action against Buyer only in the form as set forth in Exhibit B. Seller shall execute and deliver such Stipulation to counsel for Buyer within ten (10) days of the Effective Date, which Stipulation shall be held in escrow by counsel for Buyer to be filed upon the Closing and payment of the Purchase Price by Buyer. 19. Notices. All notices hereunder shall be in writing and shall be deemed to have been properly given if personally delivered or sent by certified mail, return receipt requested, postage prepaid, or by private overnight express carrier, such as Federal Express, next business day delivery, charges prepaid, or by electronic mail with proof of delivery and receipt, addressed as follows: Seller at: Estate of Donald J. Carroll c/o Executor, S.M. Chris Franzblau, Esq. Nagel Rice LLP 103 Eisenhower Parkway Roseland, New Jersey 07068 Email:

Nagel Rice LLP 103 Eisenhower Parkway Roseland, New Jersey 07068 Email: cfranzblau@nagelrice.com Buyer at: Township of West Orange Attention: John O. Gross, CFO 66 Main Street West Orange, New Jersey 07052 Email: jgross@westorange.org 11 #13069278.1 #13244508.1

with a copy to: Robert Beckelman, Esq. Wilentz, Spitzer & Goldman, P.A. 90 Woodbridge Center Drive Suite 90, Box 10 Woodbridge, New Jersey 07095-0958 Email: rbeckelman@wilentz.com or to such other persons or addresses as Seller and Buyer may from time to time designate by notice to the other given pursuant to this Section 19. Notices by the Parties may be given on their behalf by their respective counsel or representatives. Notice shall be deemed to have been given upon the date of delivery, if personally delivered or by electronic mail, or five (5) days after the postmarked date of mailing if sent by certified mail, or one business day after the date of deposit if sent by private overnight express carrier, next business day delivery. 20. Miscellaneous. A. This Agreement shall bind not only Seller and Buyer but also their heirs, successors and assigns. B. It is understood and agreed that all understandings and agreements between the Parties are merged in this Agreement which alone fully and completely expresses their agreement. This Agreement may not be changed, altered or cancelled orally, but only in writing signed by the Parties. D. Seller hereby agrees that nothing in this Agreement shall make Buyer or its employees or agents liable to pay any damages or costs for which it and/or they have no liability under the New Jersey Tort Claims Act, N.J.S.A. 59:1-1 et seq. E. This Agreement shall be governed by and construed in accordance with the law of the State of New Jersey. F. Seller and Buyer waive any statutory or common law presumption which would serve to have this document construed in favor and against either Party as the drafter. G. This Agreement contains the entire agreement between Seller and Buyer and there are no other terms, obligations, covenants, representations, statements, or conditions, oral or otherwise, of any kind or nature whatsoever. This Agreement may be modified only by an agreement in writing between the parties hereto. H. This Agreement may be simultaneously executed in several counterparts, each

whatsoever. This Agreement may be modified only by an agreement in writing between the parties hereto. H. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 12 #13069278.1 #13244508.1