West Orange Township_Fourth Round HEFSP_Final Draft

otherwise respond to the known or suspected presence or threatened discharge of hazardous substances or hazardous wastes, including, as necessary, preliminary assessment, site investigation, remedial investigation, and remedial action, including as to both demolition and Remediation “soft costs” such as professional fees, site audit costs, agency processing and the like, but specifically excluding fees paid to Redeveloper or to any affiliate of Redeveloper. “Survey” shall have the meaning ascribed thereto in Section 3.7(b). “Tax Agreement” shall have the meaning ascribed thereto in Section 3.5. “Tax Court” shall have the meaning ascribed thereto in Section 13.5. “Termination Notice” shall have the meaning ascribed thereto in Section 10.3. “Title Commitment” shall have the meaning ascribed thereto in Section 3.7(b). “Township Costs” shall mean (i) all outside professional and consultant fees, costs or expenses reasonably incurred by the Township arising out of or in connection with the performance, administration, or enforcement of this Agreement; (ii) Litigation Costs arising out of or in connection with litigation or dispute resolution in connection therewith as more particularly set forth in Section 13.2 below; and (iv) a charge for each special meeting of a municipal board held at the request of or with the consent of Redeveloper, at a current cost of $1,700 per meeting, which charge shall be adjusted from year to year during the Term of this Agreement to remain equal to the generally applicable charges of the Township for such special meetings. “Township Costs” shall not include charges for services performed in the ordinary course of their employment by Township employees. “Transfer” shall mean a direct or indirect change in ownership or control, or an assignment. “UHAC” shall mean Uniform Housing Affordability Controls, N.J.A.C. 5:80-26.1, et seq., as same may be amended, or any successor laws or regulations. “WOOEP Exculpated Parties” shall have the meaning ascribed thereto in Section 13.4(b)(iii). ARTICLE II REDEVELOPER DESIGNATION; TERM OF AGREEMENT 2.1 Redeveloper Designation. The Township hereby designates and appoints the Redeveloper as the exclusive redeveloper of the Property. The Redeveloper has the exclusive right to perform development and redevelopment activities in connection with the Project, and to retain the profits derived therefrom,

ve redeveloper of the Property. The Redeveloper has the exclusive right to perform development and redevelopment activities in connection with the Project, and to retain the profits derived therefrom, under the framework and in accordance with the terms of this Agreement, the Redevelopment Plan, and all Applicable Laws. 10 4839-2360-2911, v. 3