Draft_October 2025_West Orange_HEFSP_with Appendices

he waiver beyond those expressly waived in writing and to the extent thereof. 14.18 No Survival. None of the rights and obligations of the Parties or WOOEP survive termination of this Agreement unless expressly provided otherwise. 14.19 Dispute Resolution. Unless emergent relief is needed, any party may initiate mediation to resolve a dispute by sending the other parties a notice in writing. The party requesting mediation shall provide a list of three or more people to serve as mediator, all of which who have no monetary or personal relationship with the lawyers or parties. The other parties have 10 days from receipt of the list to pick one of the three people listed to serve as mediator, which selection shall be communicated in writing to the other party. In the event the 46 4839-2360-2911, v. 3

other party does not pick one of the three people listed to serve as mediator, the party requesting mediation may select from the list. The hourly rate for the mediator shall not exceed $600.00 per hour, which shall be split pro rata between the parties. If the mediation has not been resolved to conclusion within thirty (30) days from the notice initiating mediation, then any party may initiate litigation. IN WITNESS WHEREOF, the parties hereto have caused this Redevelopment Agreement to be properly executed and their corporate seals affixed and attested as of the date first written above. Attest TOWNSHIP OF WEST ORANGE, NEW JERSEY By: Witness: Robert D. Parisi, Mayor GREEN ESSEX PARTNERS URBAN RENEWAL, LLC By: The undersigned joins in this Agreement solely for the purpose of agreeing to perform its express obligations under Article III, Section 10.2k and Section 13.5 of this Agreement, subject however, to the terms and conditions of this Agreement and the performance by the Parties of their respective obligations hereunder. Witness: WEST ORANGE OFFICE EXECUTIVE PARK, LLC By: 47 4839-2360-2911, v. 3

EXHIBIT A PUBLIC DOG PARK APPROXIMATE LOCATION ON PROPERTY 4839-2360-2911, v. 3

EXHIBIT B LOT 41.02 METES AND BOUNDS 4839-2360-2911, v. 3

EXHIBIT C INFRASTRUCTURE IMPROVEMENTS 4839-2360-2911, v. 3

EXHIBIT D PROJECT SCHEDULE Estimated Construction Schedule Estimated project schedules if constructed in one phase Submission of site plan application Receipt of all approvals for project Commencement of construction Completion of construction 6/1/2021 7/1/2022 7/1/2022 7/1/2025 Estimated Project Schedule if the project is Phased Submission of site plan application Receipt of all approvals for project Phase 1 Commencement of Construction (Approximately 300 units) Phase 1 Completion of Construction Phase 2 Commencement of Construction (Approximately 125 units) Phase 2 Completion of Construction 4839-2360-2911, v. 3 6/1/2021 7/1/2022 7/1/2022 9/1/2024 1/1/2026 1/1/2028

EXHIBIT E INCUMBENCY CERTIFICATE 4839-2360-2911, v. 3

EXHIBIT F FORM DECLARATION OF COVENANTS AND RESTRICTIONS Record and Return to: McManimon, Scotland & Baumann, LLC 75 Livingston Avenue, Second Floor Roseland, New Jersey 07068 Attention: Richard Trenk, Esq. DECLARATION OF COVENANTS AND RESTRICTIONS Block 155, Lots 40.02 and 42.02 in the Township of West Orange, New Jersey (the “Property”) This Declaration of Restrictions is made this ____ day of ______, 2021 by and between the TOWNSHIP OF WEST ORANGE (the “Township”), a municipal corporation of the State of New Jersey having its offices at 66 Main Street, West Orange, New Jersey 07052, in its capacity as redevelopment entity pursuant to N.J.S.A. 40A:12A-4(c); and GREEN ESSEX PARTNERS URBAN RENEWAL, LLC, a limited liability company of the State of New Jersey, with an address of c/o BNE Real Estate Group, 16 Microlab Road, Suite A, Livingston, New Jersey 07039 8 (together with permitted successors or assigns hereinafter provided, referred to as the “Redeveloper”). WITNESSETH WHEREAS, the Township, adopted Resolution 249-20 on December 15, 2020 designating, Block 155, Lots 40.02 (100 Executive Drive), 41.02 (10 Rooney Circle), and 42.02 (200 Executive Drive) as a non-condemnation “area in need of redevelopment” (the “Redevelopment Area”) pursuant to the Local Redevelopment and Housing Law, N.J.S.A. 40A:12A-1 et seq. (the “Redevelopment Law”); and WHEREAS, in accordance with the Redevelopment Law, the Township adopted Ordinance 2632-21 on February 9, 2021 enacting a redevelopment plan for the Redevelopment Area entitled “Executive Drive – Rooney Circle Redevelopment Plan” (as further amended and supplemented from time to time, the “Redevelopment Plan”); and 4839-2360-2911, v. 3

WHEREAS, the Redeveloper is the contract purchaser of Block 155, Lots 40.02 and 42.02 (the “Property”) and submitted a proposal to the Township to be designated by the Township as redeveloper for the Property; and WHEREAS, the Redeveloper entered an agreement in order to develop, construct and implement that certain Project defined in the redevelopment agreement executed by and between the Township and the Redeveloper dated _________ (the “Redevelopment Agreement”) in accordance with N.J.S.A. 40A:12A-8(f) of the Redevelopment Law; and WHEREAS, N.J.S.A. 40A:12A-9(a) of the Redevelopment Law requires that all agreements, leases, deeds and other instruments between a municipality and a redeveloper shall contain a covenant running with the land requiring, among other things, that “ . . . the owner shall construct only the uses established in the current redevelopment plan . . . ”; and WHEREAS, the Redevelopment Agreement requires that such covenants be memorialized in a Declaration of Restrictions and said declaration be recorded in the office of the Essex County Clerk, NOW THEREFORE, IT IS AGREED AS FOLLOWS: Section 1. Defined terms not otherwise defined herein shall have the meaning assigned to such terms in the Redevelopment Agreement. Section 2. Redeveloper covenants and agrees that, subject to the terms of the Redevelopment Agreement: (a) Redeveloper shall construct the Project on the Property in accordance with, and subject to the terms of, the Redevelopment Plan, the Redevelopment Agreement and all Applicable Laws. (b) Redeveloper shall not use the Property or any part thereof in a manner that is not in all material respects consistent with the Redevelopment Plan, the Approvals and the Redevelopment Agreement. Redeveloper will construct only those uses established in the Redevelopment Plan or as the Redevelopment Plan may be modified, in writing, by the Township from time to time in accordance with the Redevelopment Law. (c) Except as permitted in paragraph (d) below, prior to the issuance of a Certificate of Completion for the Project or any part thereof, pursuant to N.J.S.A. 40A:12A-9(a), Redeveloper shall not, without the prior written consent of the Township, which the Township shall not unreasonably withhold, condition or delay: (i) effect or permit any change, directly or indirectly, in the majority ownership of more than fifty percent (50%) of

Township, which the Township shall not unreasonably withhold, condition or delay: (i) effect or permit any change, directly or indirectly, in the majority ownership of more than fifty percent (50%) of control of Redeveloper (whether in one transaction or by virtue of the combined effect of more than one transaction), provided, however, that the Mayor will not unreasonably withhold consent to a transfer of a majority or greater interest in Redeveloper (or in an Affiliate of Redeveloper) to a reputable financial institution for bona fide financing purposes, provided that the current members of Redeveloper remain in day-to-day control of the entity, (ii) assign or attempt to assign the 4839-2360-2911, v. 3