West Orange Township_Fourth Round HEFSP_Final Draft

WEHI in connection with the construction of the Proposed Development. WEHI shall in good faith limit construction traffic and employ dust control/street cleaning measures, as necessary. WEHI shall not permit construction deliveries on Saturday, Sunday or holidays. No construction parking/idling shall take place within or near Association property; 16. WEHI shall provide the Association with at least 2-weeks’ notice of any road closures or utility interruption;

17. During construction of the Proposed Development, WEHI shall ensure access to and passage along Warner Road and Oval Road, and Warner Road and Oval Road shall be kept in good repair, i.e. fixing of potholes, etc.; 18. At the commencement of construction of the Proposed Development, WEHI and the Association shall divide the cost for the maintenance of Warner Road and the portion of Oval Road from Eagle Rock Avenue to its intersection with Warner Road, and any other common costs incurred by the Association in accordance with the ratio of 496 (WEHI): 300 (Association), As used in this Agreement, maintenance with respect to the Shared Roads shall mean and include, by way of example and not limitation, services, maintenance, repair, improvement and replacement with respect to the following: snow, ice, leaf and debris removal; catch basin and stormwater cleanout and repair; curb repair; paving; crack filling; traffic calming devices; sealcoating; line striping; and lawn, irrigation and landscaping services of the boulevards and island areas. The Association shall not be responsible for any roads or other improvements within or installed in connection with the Proposed Development, unless otherwise expressly agreed by the parties; 19, At the commencement of Construction, WEHI and the Association shall divide the cost of snow removal for Bayowski Drive and Kuzik Drive; 20. WEHI will support any effort by the Association to have Oval Road dedicated to the Township of West Orange; 21, WEHI will obtain approval for and install a traffic signal at the intersection of Oval Road and Eagle Rock Avenue; 22. WEHI will agree to install a bus shelter on the eastbound side of Eagle Rock Avenue at the entrance to Oval Road, to the extent WEHI is permitted to do so by the Township of West Orange and/or the County of Essex under conditions reasonable to WEHI; 23, WEHI does not intend to utilize the Association's sewerage pump station in connection with the Proposed Development, However, if enginecring concerns and/or the Township require the use of the Association’s pump station, WEHI shall, at its own cost, upgrade the pump station so that sewer services to the Association will not be adversely affected by the Proposed Development. In that event, WEHI shall enter into an agreement pursuant to which WEHI will split the cost/maintenance for the pump station on a 300:496

n will not be adversely affected by the Proposed Development. In that event, WEHI shall enter into an agreement pursuant to which WEHI will split the cost/maintenance for the pump station on a 300:496 ratio. If WEHI needs to utilize the pump station, no upgrades to the pump station may be performed until WEHI and Association enter into a separate agreement regarding the use of and upgrades to the pump station, which the parties will negotiate in good faith; 24. WEHI will install a guardhouse with a gate, subject to approval by the Planning Board of the Township of West Orange, to be utilized by the Association and the Proposed Development.

WEHI recognizes that the Association’s preference is to have the guardhouse located on Oval Road southeast of Oval Road's intersection with Bongart Drive. However, WEHI and the Association recognize the existence of a Declaration of Easement and Right of Way Agreement dated January 19, 1988 (the “Easement”) recorded with the Essex County Clerk in Deed Book 5012, Page 571 between WEHI (predecessor in interest to the lands owned by the Association), Essex Fells Country Club, and Allied Signal, Inc., which Easement is binding upon the Association, Notification of the Easement was contained in the Public Offering Statement for the Association’s condominium. Although it is not clear from the Easement as to which party or parties hold a fee simple ownership interest in Oval Road, or any portion thereof, the Easement generally provides that each party to the Easement grants to the other parties to the Easement “a permanent easement for reasonable ingress and egress on and across” all of Oval Road from Oval Road’s intersection with Eagle Rock Avenue to the border of the Township of Essex Fells. The parties recognize that it is possible that all of Oval Road is not owned by the Association. The parties further recognize that Essex Fells and West Orange also have emergency access rights over a portion of Oval Road. Notwithstanding the Easement, WEHI will attempt to obtain all necessary land use approvals for the installation of the guardhouse on Oval Road southeast of Oval Road’s intersection with Bongart Drive, the Association's preferred location. However, if after reasonable due diligence, WEHI determines in good faith that the Easement or any other legal impediment will prevent the installation of the guardhouse on Oval Road, WEHI will notify the Association of any such impediment and meet with the Association in good faith to decide upon an alternate, mutually-agreeable location for the guardhouse, including but not limited to Warner Road (which could necessitate the installation of a gate on Bongart Drive at its intersection with Oval Road or the conversion of Bongart Drive into a cul-de- sac so as to prevent access from Oval Road via Bongart Drive). The installation of the guardhouse, no matter where the ultimate location, shal] be subject to a site plan application to the Planning Board filed by WEHI with the consent of the Association. At WEHI's sole

stallation of the guardhouse, no matter where the ultimate location, shal] be subject to a site plan application to the Planning Board filed by WEHI with the consent of the Association. At WEHI's sole discretion, WEHI may choose to have the guardhouse included on its site plan application for the Proposed Development or in a separate, contemporaneously-filed application only concerning the guardhouse. 25. WEHI shall have the Association and the Association’s management company named as additional insureds on WEHI's Comprehensive General Liability insurance policy and on the CGL policies of any subcontractors; 26. WEHI will indemnify the Association and the Association's management company for any damage to Association property resulting from construction related activities; 27. The construction of the Proposed Development will have no negative impact on the Association’s utilities, including electricity and water pressure;

28. WEHI and the Association will enter into an agreement for the monthly payment by WEHI of its portion (496/796) of shared costs for maintenance of all Shared Roads and the guardhouse as of the date set forth in No. 18, above; 29. WEHI will consult the Association, and any professionals retained by the Association, during the engineering phase of the Proposed Development, as necessary, and WEHI will simultaneously submit a complete copy of any Planning Board and any other development application and related submissions (including traffic reports and drainage reports) to the Association; 30. WEHI will abide by any regulations or ordinance regarding blasting activities on the Subject Property. WEHI agrees to provide not less than three-days’ notice for any blasting activities, which shall only take place between the hours of 10 a.m. and 2 p.m.; 3 - WEHI will perform a balloon test on the Subject Property to demonstrate the height of the buildings of the Proposed Development. (NOTE: This test may have been performed prior to the execution of this Agreement.); 32. WEHI shall keep the Association fully and contemporaneously informed regarding construction activities on the Subject Property and shall utilize a website and/or social media available to the Association and its members for construction updates and communications; and 33. The Association agrees that WEHI may create and maintain an area on the Subject Property for a well-supervised dog/cat daycare and boarding facility, which amenity will be available to members of the Association, residents of the Proposed Development and members of the general public, There will be no cost to the Association for the construction of this facility. If individual members of the Association want to utilize the facility, they will do so at their own cost.

96-20 April 14, 2020 RESOLUTION WHEREAS, on July 7, 2015, the Township of West Orange (the “Township’) filed a Declaratory Judgment Complaint in Superior Court, Law Division, pursuant to In re N.J.A.C. 5:96 and 5:97, 221 N.J. (2015) (Mount Laurel IV), seeking, among other things, a judicial declaration that its Housing Element and Fair Share Plan (hereinafter “Fair Share Plan"), as to be amended as necessary, satisfies its “fair share” of the regional need for low and moderate income housing pursuant to the “Mount Laurel doctrine”; and WHEREAS, the Township instituted certain litigation now pending in the Superior Court of New Jersey, Law Division, Essex County, captioned In the Matter of the Application of the Township of West Orange, Docket No. ESX-L-4697-15 (the “Declaratory Judgment Litigation"); and WHEREAS, the Declaratory Judgment Litigation seeks declaratory relief approving the Township's plan to satisfy its current affordable housing obligation and immunity from builders’ remedy lawsuits through the year 2025; and WHEREAS, West Essex Highlands, Inc. (“WEHI") owns certain real property consisting of approximately 120.5 acres generally located in the northwest corner of the Township adjacent to Warner Road, which property is specifically identified as Block 179, Lot 32 on the Township's Official Tax Map (the “Property"); and WHEREAS, the Property is bordered by the Township of Essex Fells (“Essex Fells") to the west, the Township of Verona (“Verona”) to the north, and the West Essex Highlands Condominium development in West Orange (the “Condominium") to the south; and

WHEREAS, the Association is the duly constituted condominium association for the Condominium; and WHEREAS, WEHI intervened as a defendant in the Declaratory Judgment Litigation; and WHEREAS, the Trial Judge appointed Elizabeth McManus, PP, AICP, LEED AP, as the Special Court Master (hereinafter the “Court Master”), as is customary in Mount Laurel matters adjudicated in the courts; and WHEREAS, WEHI and the Township engaged in court-ordered mediation with the Court Master; and WHEREAS, the Township was represented in these negotiations by the Township's Affordable Housing Planner Shirley Bishop; and WHEREAS, the Association is not a party to the Declaratory Judgment Litigation, but WEHI and the Township recognized the Association, an adjacent neighbor of the Property, as an interested party with respect to the development of the Property whose participation and input at mediation was deemed essential; and WHEREAS, the Township wishes to include the Property as part of its affordable housing compliance plan in connection with the Declaratory Judgment Litigation; and WHEREAS, the Parties, subject to the terms hereof and all other required governmental approvals, have agreed that the Property shall be developed as a multi- family residential development consisting of 396 market rate units and 100 affordable units, for a total of 496 units, and a clubhouse/amenity building (the “Proposed Development”) consistent with the “West Essex Highlands Concept Plan 16 for West N 4820-2848-0184, v. 1

Essex Highlands, Block 179, Lot 32, Township of West Orange, Essex County, New Jersey” dated March 3, 2020; and WHEREAS, the settlement of Mount Laurel litigation is particularly favored because (1) it avoids the expenditure of finite public resources; and (2) expedites the construction of safe, decent housing for the region's low- and moderate-income households; and WHEREAS, in light of the above, the Council finds that it is in the best interest of the Township to execute the attached Settlement of Litigation Agreement with WEHI which has been approved by the Condominium Association and to take the various other actions delineated below, which will ultimately result in approval of the Township's Fair Share Plan which, in turn, will maintain the Township's immunity from all Mount Laurel lawsuits for the ten-year period set forth in the New Jersey Fair Share Housing Act, N.J.S.A. 52:27D-301 to 329. NOW, THEREFORE, BE IT RESOLVED BY THE TOWNSHIP COUNCIL OF THE TOWNSHIP OF WEST ORANGE that the Township Council hereby directs, authorizes and empowers the Mayor to execute the Settlement of Litigation Agreement (“Agreement”) attached hereto as Exhibit “A;” and be it further RESOLVED, that the Council hereby directs, authorizes and empowers the Mayor to take all actions reasonable and necessary to consummate the Agreement; and be it further RESOLVED, that all other appropriate Township officials are hereby directed, authorized and empowered to execute all documents and take all steps necessary and 4820-2848-0184, v. 1

appropriate to effectuate the terms and purposes of this Resolution and the Agreement; and be it further RESOLVED, that this Resolution shall be published and made available in the Clerk's office in accordance with applicable law. 7: (MLe— Coe aE i eatalite, R.M.C. Mighile Casalino ul nicipal Clerk Council President Adopted: April 14, 2020 4820-2848-0184, v.1