West Orange Township_Fourth Round HEFSP_Final Draft

Consultant, or both, including without limitation any breach by a Consultant or anyone else acting on behalf of Entrant to comply with the confidentiality provisions of this Agreement. Entrant releases and covenants not to sue Owner with respect to any personal injury or property damage suffered by Entrant, Consultant, the employees, representatives, agents and/or any third party, resulting directly or indirectly, wholly or partly, from the breach, the access, the Environmental Activities or any action or non-action by or on behalf of Entrant Consultant or both unless caused by the gross negligence or willful misconduct of Owner. This paragraph 11 shall survive termination of this Agreement. 12. All notices or other communications required or permitted hereunder shall be in writing, and shall be given by any nationally recognized overnight delivery service with proof of delivery, sent to the intended addressee at the addresses set forth below, or to such other addresses or to the attention of such other persons as the addressee will have designated by written notice sent in accordance herewith. Unless changed in accordance with the preceding sentence, the addresses for notices given pursuant to this Agreement will be as follows: If to Owner: West Orange Office Executive Park LLC 782 Lyons Avenue Irvington, New Jersey 07011 Attn: Mark Berger With copies to: Greenbaum Rowe Smith & Davis LLP 99 Wood Avenue South Iselin, New Jersey 08830 Attention: Thomas J. Denitzio, Jr., Esq. If to Entrant: Township of West Orange 66 Main Street West Orange, New Jersey 07052-5313 ATTN: Mayor Robert D. Parisi and John Sayers, Business Administrator With a copy to: Richard Trenk, Esq. McManimon, Scotland & Baumann, LLC 75 Livingston Avenue Roseland, New Jersey 07068 Notices given by overnight delivery service as aforesaid shall be deemed received and effective on the first Business Day following such dispatch. Notices may be given by counsel for the parties described above, and such notices shall be deemed given by said party for all purposes hereunder. 4839-2360-2911, v. 3

13. The right of access shall automatically terminate at 5 p.m. on the earlier of the ate the Redevelopment Agreement is terminated or the date on which the Rooney Closing (as defined in the First Amendment) occurs. 14. All obligations imposed upon Entrant shall survive the expiration or earlier termination of this Agreement but shall terminate at the earlier of (i) one (1) year from the date hereof or (ii) the Rooney Closing. 15. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. No change, addition or modification to this Agreement shall be effective unless signed in writing by all parties. 16. Entrant and Consultants shall not assign any rights or delegate any responsibility imposed under this Agreement. 17. In all references in this Agreement to any parties, persons, entities or corporations, the use of any particular gender or the plural or singular number is intended to include the appropriate gender and number as the text of this Agreement may require. 18. This Agreement shall be binding upon Entrant, its successors and permitted assigns and shall inure to the benefit of Owner, its successors and assigns. 19. This Agreement may be executed in multiple counterparts, each of which, when assembled to include a signature for each party contemplated to sign this Agreement, will constitute a complete and fully executed Agreement. All such fully executed counterparts will collectively constitute a single agreement. The delivery of an executed counterpart of this Agreement via electronic means, such as e-mail or facsimile, shall be as legally binding on the party so delivering same as the delivery of a counterpart bearing an original signature. 20. Entrant and Consultant shall not record this Agreement. [Remainder of Page Intentionally Left Blank; Signature Page Follows] 4839-2360-2911, v. 3

In Witness Whereof, the parties have duly executed and delivered this Agreement as of __________ _____, 2021. Owner West Orange Office Executive Park, LLC a Delaware limited liability company By: West Orange Office Executive Park Mezz LLC, a Delaware limited liability company, sole member By: West Orange Office Executive Park LLC, a New Jersey limited liability company, managing member By: Dolphin Management LLC a New Jersey limited liability company, sole member By:__________________________________ Name: Moses Berger, as Sole Manager of Dolphin Management LLC Entrant TOWNSHIP OF WEST ORANGE, NEW JERSEY By: 4839-2360-2911, v. 3 Robert D. Parisi, Mayor

PB-20-02 GREEN ESSEX PARTNERS URBAN RENEWAL ENTITY, LLC RESOLUTION OF THE PLANNING BOARD OF THE TOWNSHIP OF WEST ORANGE Granting preliminary site plan, final site plan, and tree removal permit approval to construct a multi-family residential development. WHEREAS, the Planning Board of the Township of West Orange, at a meeting held on June 3, 2020, as well as at a continued special meeting on June 25, 2020, both which were properly noticed in accordance with the Open Public Meetings Act, considered the application for preliminary site plan, final site plan, and tree removal permit approval to construct a multi-family residential development on property located in the Executive Drive Multi-Family Residential Zone of the Essex Green - Executive Drive Redevelopment Plan identified as Block 155, Lots: 40.02, 42.01, and 42.02. The application was submitted by Green Essex Partners Urban Renewal Entity, LLC (the “Applicant”), through its attorney, Francis X. Regan, Esq.; and WHEREAS, the Applicant provided notice to property owners within 200 feet of the property and in the official newspaper of the Township in accordance with the Municipal Land Use Law, N.J.S.A. 40:55D-12; and WHEREAS, the Planning Board considered the presentation of Francis X. Regan, Esq., attorney for the Applicant; and heard and considered the testimony of Zachary E. Chaplin, P.E., the Applicant's engineer (licensed in New Jersey as an engineer, and qualified in that capacity by the Board), Jack L. Raker, R.A., the Applicant’s architect (licensed in New Jersey as an architect, and qualified in that capacity by the Board), Paul DeVitto, the Applicant's landscape architect (licensed in New Jersey as a certified landscape architect, and qualified in that capacity by the Board), Eric L. Keller, P.E., the Applicant's Traffic Engineer (licensed in New Jersey as an engineer, and qualified in the capacity of a professional traffic engineer by the board); and

considered questions and comments from Board members and from the public as shall appear in the Board’s minutes for the meetings of June 3, 2020 and June 25, 2020; and considered the following documents submitted by the Applicant: JBMISSION: ITEM SIGNED BY DATE/REVISION Site Plan (29 sheets) Zachary E. Chaplin, P.E. 5/7/20 Tree Location Survey (2 sheets) Philip A. McEntee, Jr., P.L.S. 4/22/20 Landscaping Plan (2 sheets) Zachary E. Chaplin, P.E. 4/29/20 Tree Removal Plan (1 sheet) Zachary E. Chaplin, P.E. 4/29/20 Truck Turn Exhibit (5 sheets) Jeffery A. Martell, P.E. 4/28/20 Sustainability Memorandum Zachary E. Chaplin, P.E. 5/8/20 Architectural Plans (22 sheets) Minno Wasko Architects and Planners 3/19/20 Traffic Engineering Evaluation Eric L. Keller, P.E., P.P., LEED AP 3/19/20 Stormwater Management Report — Zachary E. Chaplin, P.E. 5/7/20 Report of Geotechnical Investigation Nejm E. Jundi, P.E. 12/31/19 EXHIBITS PRESENTED BEFORE THE BOARD NUMBER DESCRIPTION A-1 AERIAL EXHIBIT A-2 STONEFIELD 5/27/20 REPORT A-3 COLORED SITE PLAN A-4 EXISTING CONDITIONS PLAN A-21 COVER SHEET A-22 SECOND FLOOR PLAN, BUILDING A A-24 PACKAGE CENTER PHOTO A-30 FLOOR PLANS-BUILDINGS B/C A-31 ELEVATIONS—BUILDING B A-32 ELEVATIONS—BUILDING C

A-34 UNIT PLANS A-35 APARTMENT INTERIOR PHOTOS A-36 APARTMENT PHOTOS A-37 VIEW OF LIVING SPACE WHEREAS, a complete application has been filed, all fees required by Ordinance have been paid and it otherwise appears that the jurisdiction and powers of the Planning Board have been properly invoked and exercised; and the Board having conducted a vote on this application on June 25, 2020; NOW, THEREFORE, does the Planning Board of the Township of West Orange make the following findings of fact and conclusions of law with regard to this application: 1. This is an application for preliminary site plan, final site plan, and tree removal permit approval to construct a multi-family residential development. 2. The Board reviewed the site plan and related submission items and exhibits listed in this Resolution. 3. The Board finds that the detailed drawings, specifications, and estimates submitted by the Applicant and listed in this Resolution conform to the standards of all applicable ordinances. 4. The Board has recommended and the Applicant has agreed to the following additional conditions of approval: a. Subject to the Applicant’s compliance with all comments in the report of the Board Engineer;

. Subject to the Applicant's compliance with all comments in the report of the Township Forester; . The Applicant shall supply the Township Planning Director with an Affidavit of Compliance with all conditions agreed to by the Applicant; |. The Applicant’s Traffic Engineer shall provide guidance/recommendations to the Township Engineer as to which signalization modifications should be suggested to Essex County Transportation Officials concerning the Prospect Avenue intersection at Eagle Ridge/Essex Green. It being understood that the Applicant shall not be responsible for the cost of any such modifications nor to implement such modifications unless specified in County planning board approval; . The Applicant shall use best efforts to coordinate pedestrian sidewalk lay outs with adjoining property owners where possible; The Applicant shall consider installing additional bike storage racks abutting proposed residential buildings B and C; . Prior to the issuance of a construction permit, the Applicant shall meet with officials from the Township Fire Department in order to address any of the Department’s concerns, which shall include the proper specifications for installation of standpipes within the parking garage structure; . The Applicant shall submit a colorized tree exhibit, which includes a tree replacement plan;

k oO. The Applicant will retain a Landscape Architect to provide construction administration oversight during the tree removals and planting to assure proper tree and landscape protections are carried out; The Applicant shall provide documentation on the snow removal maintenance plan for the property; The Applicant will provide ‘blue light' emergency call station(s) in the vicinity of the dog park for purposes of enhancing public safety; The Applicant's engineer shall add these conditions onto the final site plan drawings to be signed by the Township Engineer and Planning Board Chair; . The Applicant shall coordinate with the Township for purposes of providing shuttle/jitney station service from the property as may be needed; The Applicant shall confer with the appropriate Township officials in an effort to provide adequate safety precautions in regards to the lighting conditions on the pedestrian walkways within the property; All findings of fact and conclusions of law set forth herein are deemed conditions that are binding on the Applicant. NOW, THEREFORE, BE IT RESOLVED that this application for preliminary site plan, final site plan, and tree removal permit approval to construct a multi-family residential development is approved in accordance with the site plan, subject to the conditions set forth in this The foregoing is a true copy of the resolution adopted by the Planning Board of the Township of West Orange. F Vi HC, SEAN-MCCAULEY, ACTING BOARD SECRETARY

| WEST ORANGE TOWNSHIP PLANNING BOARD Dated: i 20 L0 ROLL CALL VOTE ON ACTION TAKEN BY THE BOARD AT SPECIAL MEETING ON JUNE 25, 2020 Board Member Motion Second Aye Nay Abstain Absent Bagoff (Vice-Chair) xX x Johnson (1% Alt.) x Smeraldo x Klein x McCartney x Trenk x Wegner xX Weston (Chair) xX x Williams x Wilkes x ROLL CALL VOTE ON ADOPTION OF MEMORIALIZED RESOLUTION OF ACTION TAKEN BY THE BOARD AT REGULAR MEETING ON AUGUST 5, 2020 Board Member Motion Second Aye Nay Abstain Absent Bagoff (Vice-Chair) x x Johnson (1* Alt.) x Smeraldo x Klein x McCartney x Trenk x Wegner x Weston (Chair) x x Williams x

Wilkes