West Orange Township_Fourth Round HEFSP_Final Draft

dispute. Such written notice of a disputed charge shall be given within 45 days from Redeveloper’s receipt of the informational copy of a voucher or invoice, statement, bill or invoice, except that if Redeveloper has not received an informational copy then the Redeveloper shall send notice within 60 days from receipt of the first statement of activity against the Escrow Account containing the disputed charge. Failure to dispute a charge in writing within the prescribed time shall constitute Redeveloper’s acceptance of the charge and a waiver by Redeveloper of all objections to the charge and to payment thereof out of the Escrow Account. During the pendency of a dispute the Escrowee may continue to pay undisputed charges out of the Escrow Account. If a dispute over a charge is resolved in Redeveloper’s favor after having been paid, the Escrowee shall reimburse the Escrow Account in the amount determined to be properly disputed. 4.14 Shuttle Service. A shuttle from within the Project to the Essex Green Bus Stop shall be provided by the Redeveloper to coordinate with the Jitney and to provide access to the shopping center and bus at other times of the day. 4.15 Public Improvements Contribution. Redeveloper shall remit to the Township Five Hundred Thousand Dollars ($500,000.00) to be used by the Township for public improvements. The payment shall be made by Redeveloper to the Township at Closing Date One. The specific public improvements to be funded by the payment shall be at the sole discretion of the Township. ARTICLE V REDEVELOPER PROTECTIONS 5.1 Redevelopment Plan Amendments. The Township agrees that prior to Commencement of Construction of the last Phase of the Project the Township will not amend the Redevelopment Plan with respect to the Property or otherwise impair this Agreement without Redeveloper’s prior consent. 5.2 Impossibility of Performance; Changed Market Conditions. Notwithstanding the Redeveloper’s right to terminate this Agreement prior to Closing on the acquisition of the Property or any other rights to terminate the Agreement set forth herein, Redeveloper’s failure or refusal to develop a particular Phase of the Project shall not constitute a Default by Redeveloper in the performance of its obligations hereunder if such failure or refusal is for the following reasons and on the following terms and conditions: (a) Subject to the provisions

Default by Redeveloper in the performance of its obligations hereunder if such failure or refusal is for the following reasons and on the following terms and conditions: (a) Subject to the provisions of Section 5.2(c) below, Redeveloper’s failure or refusal to develop a particular Phase of the Project shall not constitute a default hereunder if due to physical impossibility of performance or economic infeasibility due to the condition of the property or to regulatory restrictions relating to the condition of the property. By way of example, “physical impossibility of performance” would be an irremediable environmental condition. An example of “economic infeasibility” would be a cost of Remediation of an environmental condition that would significantly and adversely affect the 24 4839-2360-2911, v. 3