Draft_October 2025_West Orange_HEFSP_with Appendices

come limits, and applying the same percentage increase to the Regional Asset Limit from the prior year. In no event shall the Regional Asset Limit be less than that for the previous year. The parties agree to request the Court prior to or at the fairness hearing in this matter to enter an order implementing this paragraph of this Agreement, the terms of which shall also be reflected in the Township's Affordable Housing Ordinance. 17. All new construction units shall be adaptable in conformance with P.L.2005, ¢.350/N.J.S.A. 52:27D-31 1a and -311b and all other applicable law. 18. As an essential term of this Agreement, within one hundred twenty (120) days of the Court's approval of this Agreement, the Township shall introduce and adopt an ordinance or ordinances providing for the amendment of the Township's Affordable Housing Ordinance and Zoning Ordinance to implement the terms of this Agreement and the zoning contemplated herein and shall adopt a Housing Element and Fair Share Plan and Spending Plan in conformance with the terms of this Agreement. 19. This Agreement is subject to Township Council approval. 20. The parties agree that if a decision of a court of competent jurisdiction in Essex County, or a determination by an administrative agency responsible for implementing the Fair

April 6, 2020 Page 9 Housing Act, or an action by the New Jersey Legislature, would result in a calculation of an obligation for the Township for the period 1999-2025 that would be lower by more than twenty (20%) percent than the total prospective Third Round Obligation established in this Agreement, and if that calculation is memorialized in an unappealable final judgment, the Township may seek to amend the judgment in this matter to reduce its fair share obligation accordingly. Notwithstanding any such reduction, the Township shall be obligated to adopt a Housing Element and Fair Share Plan that conforms to the terms of this Agreement and to implement all compliance mechanisms included in this Agreement, including by adopting or leaving in place any site specific zoning adopted or relied upon in connection with the Plan adopted pursuant to this Agreement; taking all steps necessary to support the development of any 100% affordable developments referenced herein; maintaining all mechanisms set forth herein to address unmet need; and otherwise fulfilling fully the fair share obligations as established in this Agreement. The reduction of the Township's Third Round Obligation below that established in this Agreement does not provide a basis for seeking leave to amend this Agreement or seeking leave to amend an order or judgment pursuant to R. 4:50-1. If the Township prevails in reducing its Third Round Obligation, the Township may carry over any resulting extra credits to future rounds in conformance with the then-applicable law. 21. The Township shall prepare a Spending Plan within the period referenced above, subject to review by FSHC and the approval of the Court, and reserves the right to seek approval from the Court that the expenditures of funds contemplated under the Spending Plan constitute a “commitment” for expenditure pursuant to N.J.S.A. 52:27D-329.2 and - 329.3, with the four-year time period for expenditure designated pursuant to those provisions beginning to run with the entry of a final judgment in this matter that includes approval of the Spending Plan in accordance with the provisions of In re Tp. Of Monroe, 442 N.J. Super. 565 (Law Div. 2015) (affd 442 N.J. Super. 563). On the first anniversary of the Court's approval of the Spending Plan, and on every anniversary of that date thereafter through July 1, 2025, the Township agrees to provide

(affd 442 N.J. Super. 563). On the first anniversary of the Court's approval of the Spending Plan, and on every anniversary of that date thereafter through July 1, 2025, the Township agrees to provide annual reporting of trust fund activity to the New Jersey Department of Community Affairs, Council on Affordable Housing, or Local Government Services, or other entity designated by the State of New Jersey, with a copy provided to Fair Share Housing Center and posted on the municipal website, using forms developed for this purpose by the New Jersey Department of Community Affairs, Council on Affordable Housing, or Local Government Services. The reporting shall include an accounting of all housing trust fund activity, including the source and amount of funds collected and the amount and purpose for which any funds have been expended. 22. On the first anniversary of the execution of this Agreement, and every anniversary thereafter through the end of this Agreement, the Township agrees to provide annual reporting of the status of all affordable housing activity within the municipality through posting on the municipal website, with a copy of such posting provided to Fair Share Housing Center, using forms previously developed for this purpose by the Council on Affordable Housing or any other forms endorsed by the Special Master and FSHC. 23. The Fair Housing Act includes two provisions regarding action to be taken by the Township during the period of protection provided in this Agreement, The Township agrees to comply with those provisions as follows: a) For the midpoint realistic opportunity review, due on July 1, 2020, as required pursuant to N.J.S.A. 52:27D-313, the Township will post on its municipal website, with a copy provided to Fair Share Housing Center, a status report as to its

April 6, 2020 Page 10 implementation of the Plan and an analysis of whether any unbuilt sites or unfulfilled mechanisms continue to present a realistic opportunity and whether any mechanisms to meet unmet need should be revised or supplemented. Such posting shall invite any interested party to submit comments to the municipality, with a copy to Fair Share Housing Center, regarding whether any sites no longer Present a realistic opportunity and should be replaced and whether any mechanisms to meet unmet need should be revised or supplemented. Any interested party may by motion request a hearing before the court regarding these issues. b) For the review of very low income housing requirements required by N.J.S.A. 52:27D-329.1, within 30 days of the third anniversary of this Agreement, and every third year thereafter, the Township will post on its municipal website, with a copy provided to Fair Share Housing Center, a status report as to its satisfaction of its very low income requirements, including the family very low income requirements referenced herein. Such posting shall invite any interested party to submit comments to the municipality and Fair Share Housing Center on the issue of whether the municipality has complied with its very low income housing obligation under the terms of this settlement. 24. FSHC is hereby deemed to have party status in this matter and to have intervened in this matter as a defendant without the need to file a motion to intervene or an answer or other pleading. The parties to this Agreement agree to request the Court to enter an order declaring FSHC is an intervenor, but the absence of such an order shall not impact FSHC's rights. 25. This Agreement must be approved by the Court following a fairness hearing as required by Morris Cty. Fair Hous. Council v. Boonton Twp., 197 N.J. Super. 359, 367-69 (Law Div. 1984), affd o.b., 209 NJ. Super. 108 (App. Div. 1986); East/West Venture v. Borough of Fort Lee, 286 N.J. Super. 311, 328-29 (App. Div. 1996). The Township shall present its planner as a witness at this hearing. FSHC agrees to support this Agreement at the fairness hearing. In the event the Court approves this proposed settlement, the parties contemplate the municipality will receive “the judicial equivalent of substantive certification and accompanying protection as provided under the FHA,” as addressed in the Supreme

tlement, the parties contemplate the municipality will receive “the judicial equivalent of substantive certification and accompanying protection as provided under the FHA,” as addressed in the Supreme Court's decision in In re N.J.A.C. 5:96 & 5:97, 221 N.J. 1, 36 (2015). The “accompanying protection” shall remain in effect through July 1, 2025. If this Agreement is rejected by the Court at a fairness hearing it shall be null and void. 26. The Township will ensure that the sum of $50,000.00 in payment of fees and costs is conveyed to Fair Share Housing Center within 60 days of the approval of this Agreement by court order following a Fairness Hearing. The Township may enter into a separate agreement with the intervenor(s) for the payment of the entire fee of $50,000.00 to be paid to FSHC, but failure to secure payment from the developer/intervenors shall not remove the requirement that the Township ensure that $50,000.00 shall be paid to FSHC within 60 days of the approval pursuant to a duly-noticed fairness hearing. The Township agrees to enter into agreements with the intervenors that requires the payment of the funds to their counsel to be held in escrow within 60 days of the execution of the agreements between the Township and intervenors and before the fairness hearing in this matter. To the extent the Township advances these funds, it may seek reimbursement from the intervenors at a later point and FSHC will not be entitled to additional amounts.

April 6, 2020 Page 11 27. If an appeal is filed of the Court's approval or rejection of this Agreement, the Parties agree to defend the Agreement on appeal, including in proceedings before the Superior Court, Appellate Division and New Jersey Supreme Court, and to continue to implement the terms of this Agreement if the Agreement is approved before the trial court unless and until an appeal of the trial court's approval is successful or any stay is entered, at which point the Parties reserve their right to rescind any action taken in anticipation of the trial court's approval. All Parties shall have an obligation to fulfill the intent and purpose of this Agreement. 28. This Agreement may be enforced through a motion to enforce litigant's rights or a separate action filed in Superior Court, Essex County. A prevailing movant or plaintiff in such a motion or separate action shall be entitled to reasonable attorney's fees. 29. Unless otherwise specified, it is intended that the provisions of this Agreement are to be severable, The validity of any article, section, clause or provision of this Agreement shall not affect the validity of the remaining articles, 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. 30. This Agreement shall be governed by and construed by the laws of the State of New Jersey. 31. This Agreement may not be modified, amended or altered in any way except by a writing signed by each of the Parties, 32. 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. 33. 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 possess 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. 34. Each of the Parties hereto acknowledges that this Agreement was not drafted by any one of the Parties, but was drafted, negotiated and reviewed by all Parties and, therefore,

ly set forth herein. 34. Each of the Parties hereto acknowledges that this Agreement was not drafted by any one 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 Parties 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. 35. Any and all Exhibits and Schedules annexed to this Agreement are hereby made a part of this Agreement by this reference thereto. Any and all Exhibits and Schedules now and/or in the future are hereby made or will be made a part of this Agreement with prior written approval of both Parties. 36. 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.

April 6, 2020 Page 12 37.No member, official or employee of the Township shall have any direct or indirect interest in this Agreement, nor participate in any decision relating to the Agreement which is prohibited by law, absent the need to invoke the rule of necessity. 38. Anything herein contained to the contrary notwithstanding, the effective date of this Agreement shall be the date upon which all of the Parties hereto have executed and delivered this Agreement. 39. 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 carrier or by a personal carrier. In addition, where feasible (for example, transmittals of less than fifty pages) Notices shall be served by facsimile or e- mail. All Notices shall be deemed received upon the date of delivery. Delivery shall be effected as follows, subject to change as to the person(s) to be notified and/or their respective addresses upon ten (10) days notice as provided herein: TO FSHC: TO THE TOWNSHIP: WITH A COPY TO THE MUNICIPAL CLERK: Adam M. Gordon, Esquire Fair Share Housing Center 510 Park Boulevard Cherry Hill, NJ. 08002 Phone: (856) 665-5444 Telecopier: (856) 663-8182 E-mail: adamgordon@fairsharehousing.org Richard D. Trenk, Esq. McManimon, Scotland & Baumann, LLC 75 Livingston Avenue Roseland, NJ 07068 Phone: (973) 622-1800 Telecopier: (973) 622-3744 Email: rtrenk@msbnj.com Karen Carnevale, Municipal Clerk Township of West Orange 66 Main Street West Orange, NJ 07052 Please sign below if these terms are acceptable. Sincerely, lam M. Gordon, Esq. Counsel for Intervenor/interested Party Fair Share Housing Center

April 6, 2020 Poge 13 On behalf of the Township of West Orange, with the authorization of the governing body:

Aprit 6, 2020 Page 14 EXHIBIT A: WEST ORANGE TOWNSHIP AMENDED Vacant Land Assessment Site Number | Development Density Total Units | RDP Zoning Acreage WEH-1 61.0 10 units per acre | 610 (new) 122 R-3 Redwood-2 5.3 24 unit per acre 127 (new) 25 R-2 3 5.3 8 units per acre 42.4 8.5 R-5 0.7 8 units per acre 5.6 tA R-5 5 0.5 10 units per acre 5.0 1.0 R-6 6 12.5 10 units per acre 125.0 25.0 R-2/R-5 7 28 8 units per acre 22.4 4.5 R-5 8 46 8 units per acre 36.8 7.4 R5 9 25 6 units per acre 15.0 3.0 P.-C 10 | 9.4 6 units per acre 56.4 11.3 R-1 41 | 5.6 6 units per acre 33.6 6.7 R-1 12 | 1A 6 units per acre 6.6 1.3 R-2 13 | 0.6 6 units per acre 3.6 0.7 R-2 14 | 1.6 6 units per acre 9.6 2 R-6 15 | 44 10 units per acre 41.0 8.2 OB-1 16 | 0.5 6 units per acre 3.6 0.7 R41 17 | 0.8 8 units per acre 6.4 1.3 R-5 Valley Road_| 1.55 65 units per acre | 100 (new) 20 Central Ave. SelectoFlash 1.5 66.67 units per 100 (new) 20 Central Ave. acre Executive 4.72 26 units per acre 123(new) 23 Block 155 Lot Drive 40.03 Executive 18 23 units per acre | 425 (new) 85 Block 155, Drive Lot 40.02 + 42.02 Lennar 36 6 units per acre 216 (new) 43 Crestmont C.C. Total 420.07 Please note: The above chart represents only the final list of properties that generate RDP. The densities utilized to calculate this RDP are for settlement purposes only. The final complete vacant land analysis is available in a separate document.