West Orange Township_Fourth Round HEFSP_Final Draft

3.4 Obligation to The Association. As consideration for the Association’s promise to Support, and not object to, the Proposed Development, as fully set forth in paragraph 4 below, WEHI agrees to the Terms and Conditions set forth in the attached Exhibit D regarding the development of the Subject Property and the construction of the Proposed Development. 3.5 Deed Restriction of Subject Property, After all building permits for the Proposed Development have been issued by the Township, WEHI agrees to record a deed restriction for the Subject Property, which deed restriction will run solely in favor of the Township and solely for the benefit of the Township. Substantively, the deed restriction shall restrict the Subject Property from all further development, except for the need to install and/or modify utilities and the construction of non-commercial amenities and accessory buildings which would serve the residents of the Proposed Development and/or the Association, including but not limited to a clubhouse, fitness center and other facilities beneficial to the residents. WEHI recognizes that approval from an appropriate land use board would nonetheless be required to construct any such additional amenity/accessory buildings. 3.6 Obligation to Pay for the Services of DeFeo & Associates. WEHI agrees to pay for the services of DeFeo & Associates in connection with the Proposed Development. In that regard, the Township shall promptly provide WEHI with copies of all invoices received from DeFeo & Associates, 3.7. Obligation to Keep the Township and the Association Informed. WEHI shall keep the Township and Association fully and contemporaneously informed regarding construction activities on the Subject Property and shall utilize a website and/or social media available to the Township and the Association and its members for construction updates and communications.

4. OBLIGATIONS OF THE ASSOCIATION, 4.1 Obligation to Support, and Not Object to, the Proposed Development. The Association hereby recognizes that the Concept Plan, Proposed Development and this Agreement are the product of several Court-ordered mediation sessions in the Declaratory Judgment Action, and that members of the Association’s Board of Directors participated in those mediation sessions. The Association acknowledges that the Concept Plan, Proposed Development and this Agreement reflect the Association’s input and are acceptable to the Association. The Association hereby agrees to support and endorse, and not object to, any application made by WEHI to the Planning Board or any other agency that is consistent with the Concept Plan and this Agreement. 3 MUTUAL OBLIGATIONS, 5:1 Mutual Good Faith, Cooperation and Assistance. The Parties shall exercise good faith, cooperate and assist each other in fulfilling the intent and purpose of this Agreement, including, but not limited to, the approval of this Agreement by the Superior Court, the site plan and/or subdivision approval for the Subject Property and the defense of any challenge with regard to any of the foregoing by any party or entity, including but not limited to Essex Fells, Verona, and individuals having an ownership interest in the Condominium. 5.2 Need for Concept Plan Revisions, [t is WEHI’s full intention to develop the Subject Property in accordance with the Concept Plan so that 496 total units are constructed pursuant to the general building layout on the Concept Plan. However, if, for any reason, the Proposed Development as contemplated by the Concept Plan cannot be built because WEHI is unable to obtain one or more governmental approvals from the NJDEP, County of Essex, the Planning Board or any other third-party, or that any such approvals would necessitate the development of less than 496 total units or the significant relocation of one or more structures as 14

set forth on the Concept Plan, the Parties recognize that the Subject Property shall remain in the Township's Mount Laurel compliance plan and that the Parties agree to cooperate in good faith to amend the Concept Plan so that the Parties agree upon an alternative concept for the Proposed Development to yield 496 units, 100 of which would be affordable units, If necessary, the Parties will utilize the Special Master in the Declaratory Judgment Litigation to mediate such negotiations regarding Concept Plan revisions. If any such revisions are necessary, the Parties shall in good faith work to address the spirit and intent of the Association’s concerns as set forth in this Agreement, to the extent possible. 5.3. Fairness Hearing. The Parties acknowledge that the Superior Court will need to conduct a fairness hearing as to the fairness and reasonableness of this Agreement before approving same and the Court will presumably seek the input of the Special Master before making a decision. 5.4. Pending Tax Appeals. WEHI shall dismiss all pending tax appeals regarding the Subject Property without prejudice upon approval of this Agreement by the Court ata duly noticed faimess hearing. The without prejudice dismissal contemplated herein shall be accomplished by WEHLI and the Township filing a Stipulation of Dismissal Without Prejudice, which stipulation shall include an agreement tolling the statute of limitations for any and all tax appeals regarding the Subject Property and providing that if any of the tax appeals need to be refiled by WEHI, the refiling of such appeals shall be deemed to have been filed in a timely manner. WEHI will dismiss any and all tax appeals regarding the Subject Property with prejudice after all building permits for the Proposed Development have been issued by the Township.

6.0 MISCELLANEOUS PROVISIONS. 6.1. Effective Date of Agreement. The terms set forth in this Agreement shall become effective upon approval thereof by the Court at a Fairness Hearing duly noticed in accordance with law, 6.2. Severability. Unless otherwise specified, it is intended that the provisions of this Agreement are to be severable, The validity of any section, clause or provision of this Agreement shall not affect the validity of the remaining sections, clauses or provisions hereof. If. any section of this Agreement shall be adjudged by a Court to be invalid, illegal or unenforceable in any respect, such determination shall not affect the remaining sections. 6.3. Successors Bound, The provisions of this Agreement and the obligations and benefits hereunder shall be binding upon and inure to the benefit of the parties, their successors and assigns, including any person, corporation, partnership, or other legal entity which at any particular time may have an interest in any of the provisions which are the subject of this Agreement. The Parties acknowledge that the individual members of the Association are not bound by this Agreement. 6.4, Governing Law. This Agreement shall be governed by and construed by the laws of the State of New Jersey. Venue shall be exclusively in the Superior Court of New Jersey, Essex County, Law Division. 6.5. No Modification. This Agreement may not be modified, amended or altered in any way except by a writing signed by cach of the parties hereto. 6.6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute but one and the same Agreement. 16

6.7, Voluntary Agreement. The parties acknowledge that each has entered into this Agreement on its own volition without coercion or duress after consulting with its counsel, that each party is the proper person and possesses the authority to sign the Agreement, that this Agreement contains the entire understanding of the parties and that there are no representations, warranties, covenants or undertakings other than those expressly set forth herein. Township approval is subject to formal approval by the Township Council. 6.8. Preparation. Each of the parties hereto acknowledges that this Agreement was not drafted by anyone of the parties, but was drafted, negotiated and reviewed by all parties and, therefore, the presumption of resolving ambiguities against the drafter shall not apply. Each of the parties expressly represents to the other that: (i) it has been represented by counsel in connection with negotiating the terms of this Agreement; and (ii) it has conferred due authority for execution of this Agreement upon the persons executing it. 6.9. Exhibits. Any and all exhibits annexed to this Agreement are hereby made a part of this Agreement. 6.10. Entire Agreement. This Agreement constitutes the entire Agreement between the parties hereto and supersedes all prior oral and written agreements between the parties with respect to the subject matter hereof, except as otherwise provided herein. 6.11. Notices. All notices required under this Agreement (“Notice(s)”) shall be written and shall be served upon the respective parties by Certified Mail, Return Receipt Requested or by a recognized overnight or by a personal carrier. In addition, where feasible (for example, transmittals of less than 50 pages) Notices shall be served by email. All Notices shall be deemed received upon the date of delivery. Delivery shall be affected as follows:

To WEHI: West Essex Highlands, Inc. 820 Morris Turnpike Short Hills, NJ 07078 Attn.: Mark Hoffman Email: markh@gardenhomes.com With a copy to counsel for WEHI: Bryan D. Plocker, Esq. Hutt & Shimanowitz, P.C. 459 Amboy Avenue Woodbridge, NJ 07095 Email: bplocker@huttshim.com To the Township: Township of West Orange 66 Main Street West Orange, NJ 07052 Attn.: Township Administrator With a copy to counsel for the Township: Richard D. Trenk, Esq. McManimon, Scotland & Baumann, LLC 75 Livingston Avenue Roseland, NJ 07068 Email: rtrenk@msbnj.com To the Association; West Essex Highlands Condominium Association, Inc. 1 Reger Lane West Orange, NJ 07052 Attn: President, Board of Directors With a copy to counsel for the Association: Kenneth R, Sauter, Esq. Hill Wallack LLP 240 Cedar Knolls Road, Suite 209 Cedar Knolls, NJ 07927 Email: ksauter@hillwallack.com

IN WITNESS WHEREOF, WEIII, the Township and the Association have caused this Agreement to be properly cxccuted, witnessed and/or attested this__day of 2020. WEST ESSEX HIGIILANDS, (NC. Witness: _ By. Dated: TOWNSHIP OF WES} iGE WEST ESSEX HIGHLANDS CONDOMINIUM ASSOCIATION, INC. FY Witness: By. an a Dated: Kerl (1, 220 Presi

Firefox about:blank IN WITNESS WHEREOF, WEHI, the Township and the Association have caused this Agreement to be properly executed, witnessed and/or attested this 23Héay of_APRIC 2020. WEST ESSEX HIGHLANDS, INC. Witness: LE By_. = é > - Poel WeRimcn Mack Wile Z aed: i Apel 23, 2020 TOWNSHIP OF WEST ORANGE Witness: By. Dated: WEST ESSEX HIGITLANDS CONDOMINIUM ASSOCIATION, INC. Witness: By. Dated: Toft 4/23/20..10:51 AP

EXHIBIT A (Concept Plan)

u CONCEPT PLAN 16: 3/03/20 Ee eeeret VERT eK)