Township Council Meeting — Agenda

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