West Orange Fourth Round HEFSP_adopted 111025_Appendices

IN WITNESS WHEREOF, the parties hereto have caused this Declaration of Covenants and Restrictions to be executed in their names by their duly authorized officials or managers, as the case may be, and their corporate seals to be hereunto affixed attested to by their duly authorized officers all as of the date first written above. Attest: TOWNSHIP OF WEST ORANGE _______________________ Township Clerk By:_____________________________ Name: Robert D. Parisi Title: Mayor Attest: GREEN ESSEX RENEWAL, LLC __________________________ By:_____________________________ Name: Title: 4839-2360-2911, v. 3 PARTNERS URBAN

STATE OF NEW JERSEY : : ss.: COUNTY OF ESSEX : BE IT REMEMBERED, that on this _____ day of _____________, 2019 before me, the subscriber, a Notary Public of New Jersey, personally appeared Robert D. Parisi, who, being by me duly sworn on his oath, deposes and makes proof to my satisfaction that he is the Mayor of the TOWNSHIP OF WEST ORANGE, NEW JERSEY, the entity named in the within Instrument; that the execution, as well as the making of this Instrument, have been duly authorized by the Township of West Orange and said Instrument was signed and delivered by said Mayor as and for the voluntary act and deed of said entity. _______________________________ Notary or Attorney At Law The State of New Jersey STATE OF NEW JERSEY : : ss.: COUNTY OF : BE IT REMEMBERED, that on this ___ day of ____________, 2019 before me, the subscriber, a Notary Public of New Jersey, personally appeared _______, who, being by me duly sworn on his/her oath, deposes and makes proof to my satisfaction that he is the Managing Member of GREEN ESSEX PARTNERS URBAN RENEWAL LLC, the entity named in the within Instrument; that the execution, as well as the making of this Instrument, have been duly authorized by the entity and said Instrument was signed and delivered by said Managing Member as and for the voluntary act and deed of said entity. _______________________ Notary or Attorney At Law The State of New Jersey 4839-2360-2911, v. 3

EXHIBIT G PILOT AND RAB Term of PILOT: LTTE PILOT Calculation: The lesser of 35 years from execution of the Financial Agreement or 30 Years from Substantial Completion In consideration of the exemption from taxation for the Improvements and Land, during the Exemption Term, the Entity shall pay to the Township an Annual Service Charge calculated as the greater of the AGR Calculation, the TOD Calculation or the Unpledged Annual Service Charge as follows: (a) The AGR Calculation (the “AGR Calculation”) for any given year shall be calculated as follows: i. Stage One: From the Annual Service Charge Start Date until the tenth (10th) anniversary of the Annual Service Charge Start Date, the AGR Calculation shall be 10.5% of AGR; ii. Stage Two: From the first day after the tenth (10th) anniversary of the Annual Service Charge Start Date until the twentieth (20th) anniversary of the Annual Service Charge Start Date, the AGR Calculation shall be 11.5% of AGR; iii. Stage Three: From the first day after the twentieth (20th) anniversary of the Annual Service Charge Start Date until the thirtieth (30th) anniversary of the Annual Service Charge Start Date, the AGR Calculation shall be 12.5% of AGR. (b) The TOD Calculation (the “TOD Calculation”) for any given year shall be calculated as follows: i. Stage One: From the Annual Service Charge Start Date until the fifteenth (15th) anniversary of the Annual Service Charge Start Date, the TOD Calculation shall be 0% of the amount of the taxes otherwise due on the value of the Property and the Improvements; ii. Stage Two: From the first day after the fifteenth (15th) anniversary of the Annual Service Charge Start Date until the twentieth (20th) anniversary of the Annual Service Charge Start Date, the TOD Calculation shall be 20% of the amount of the taxes otherwise due on the value of the Property and the Improvements; iii. Stage Three: From the first day after the twentieth (20th) anniversary of the Annual Service Charge Start Date until the 4839-2360-2911, v. 3

twenty-sixth (26th) anniversary of the Annual Service Charge Start Date, the TOD Calculation shall be 40% of the amount of the taxes otherwise due on the value of the Property and the Improvements; iv. Stage Four: From the first day after the twenty-sixth (26th) anniversary of the Annual Service Charge Start Date until the twenty-ninth (29th) anniversary of the Annual Service Charge Start Date, the TOD Calculation shall be 60% of the amount of the taxes otherwise due on the value of the Property and the Improvements; v. Stage Five: From the first day after the twenty-ninth (29th) anniversary of the Annual Service Charge Start Date until the thirtieth (30th) anniversary of the Annual Service Charge Start Date, the TOD Calculation shall be 80% of the amount of the taxes otherwise due on the value of the Property and the Improvements. (b) The Unpledged Annual Service Charge as defined in the Financial Agreement. RAB Amount: Not to exceed $4.5 million Bond: $4.5 million RAB Term: 30 years Security: Pledged Annual Service Charges RABs will be non-recourse to the Township RAB Issuance: Within 30 days after the acquisition of Block 155, Lots 40.02 and 42.02 by the Redeveloper. The Bond, or pro rata portion on a per unit basis (see Exhibit G1 for examples), shall begin to accrue interest upon issuance of a Certificate of Occupancy for the Project, or a portion of the Project. Costs of Issuance: All costs of issuance of the Bonds, including all reasonable costs of all professionals of the Township, including bond counsel, municipal advisor, general counsel and any other professional reasonably required in order to lawfully authorize and issue the Bond, shall be paid by WOOEP, either from Bond proceeds, WOOEP payments, or a combination of both. The professionals shall be compensated in accordance with their fee agreements with the Township at the time of issuance. Interest Rate: 5.75% Proceeds: The Bond proceeds will be used to pay, in the following order: (1) $1.5 million to the Township for construction of the Library Improvements, and (2) subject to payment of the costs of issuance (above), the remainder 4839-2360-2911, v. 3

to the Redeveloper for construction of the Infrastructure Improvements and Public Dog Park. Pursuant to an escrow agreement or construction agreement to be entered into by the Township, WOOEP and the Redeveloper, the Township shall deposit the $1.5 million in an interestbearing trust account pending payment to the Redeveloper or another contractor for the construction of the Library Improvements. Any interest accrued on the $1.5 million shall be paid to WOOEP. Flow of Funds: The Redeveloper will make all Pledged Annual Service Charges to the Township. The Township will make payment to the RAB holders from the Pledged Annual Service Charges so received by the Township. The Township will only be responsible for remitting the debt service payment if the Pledged Annual Service Charge has been collected by the Township. Maturity Schedule: Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 Year 16 Year 17 Year 18 Year 19 Year 20 Year 21 Year 22 Year 23 Year 24 Year 25 Year 26 Year 27 Year 28 Year 29 Year 30 4839-2360-2911, v. 3 $258,750 $288,750 $327,025 $323,000 $323,975 $324,663 $325,063 $325,175 $325,000 $324,538 $323,788 $327,750 $326,138 $324,238 $327,050 $324,288 $326,238 $327,613 $323,413 $323,925 $323,863 $328,225 $326,725 $324,650 $327,000 $323,488 $324,400 $324,450 $323,638 $311,963

Subject to pro rata adjustment for percent of units that obtained certificates of occupancy. 4839-2360-2911, v. 3

EXHIBIT H TAX AGREEMENT 4839-2360-2911, v. 3

EXHIBIT I FORM RIGHT OF ENTRY AGREEMENT Right of Access Agreement Right of Access Agreement (this “Agreement”) between WEST ORANGE OFFICE EXECUTIVE PARK LLC, with offices at 782 Lyons Avenue, Irvington, New Jersey 07111, referred to in this Agreement as “Owner,” - and THE TOWNSHIP OF WEST ORANGE, NEW JERSEY, with offices at 66 Main Street, West Orange, New Jersey 07052, referred to in this Agreement as “Entrant.” Background A. Owner is the owner of the premises listed in Exhibit A attached hereto (the “Premises”). B. In anticipation of a possible acquisition of the Premises, Entrant desires a right of access to the Premises for itself and its consultants (“Consultants”) for the purpose of performing certain investigatory activities at the Premises. C. Owner is willing to grant Entrant and Consultants a limited right of access to the Premises upon the terms and conditions set forth in this Agreement. Now, therefore, in consideration of the promises and the mutual covenants contained in this Agreement, the parties agree as follows: Definitions A. “Business Day” means any day other than a Saturday, Sunday or a day on which national banking associations are authorized or required to close. B. “Effective Date” shall mean the date of this Agreement, as provided below. C. “Environmental Documents” means all documentation in the possession or under the control of Entrant, its employees, agents, contractors, environmental consultants, or all of them, concerning the environmental condition of the Premises or its environs. D. “Environmental Laws” means each and every federal, state, county and municipal statute, ordinance, rule, regulation, order, directive or requirement, now existing or hereafter enacted or promulgated, together with all amending and successor statutes, ordinances, rules, regulations, orders, directives or requirements, of any Governmental Authority, in any way related to any solid, liquid, gaseous or thermal contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals, waste, petroleum products or byproducts, asbestos, PCBs, phosphates, 4839-2360-2911, v. 3

lead or other heavy metals, urea formaldehyde foam insulation, radon gas, any solid or liquid wastes (including hazardous wastes), hazardous air pollutants, hazardous substances, hazardous chemical substances and mixtures, toxic substances, pollutants and contaminants. E. “Governmental Authority” means the federal, state, county or municipal government, and any department, agency, bureau or other similar type body obtaining authority therefrom or created pursuant to any Environmental Laws. F. “LSRP” means a Licensed Site Remediation Professional, as defined in the Site Remediation Reform Act, NJ.S.A. 58:10C-l et seq., and the rules and regulations promulgated thereunder. Right and Conditions of Access 1. Owner hereby grants to Entrant and Consultants the non-exclusive and limited right to enter upon the Premises to perform certain investigatory activities at the Premises (the “Activities”), at the sole cost and expense of Entrant, but only upon the terms and conditions set forth in this Agreement. 2. Performance of the Activities shall be coordinated with a representative of Owner to minimize interference with normal operation of the Premises. All Activities shall be performed at such times and on such days of the week as Owner shall determine in its sole and absolute discretion and shall be performed in a manner that will not have any adverse effect on Owner, tenants or any other person or entity obtaining rights of use and occupancy through Owner, their respective agents, employees or invitees, or all of them. 3. Entrant shall, at its sole cost and expense, promptly remove and dispose of off of the Premises, in accordance with all Environmental Laws, all equipment, material, soil, water and debris associated with the collection of samples from the Premises. 4. Entrant shall not engage, consult with or utilize, and shall ensure that Entrant’s Consultants, do not engage, consult with or utilize, a LSRP in connection with the Activities, provide any LSRP access to the Premises, or engage any LSRP to review the results of the Activities or any information or documentation related to the Activities or the Premises without Owner’s prior consent, which may be granted in Owner’s sole and absolute discretion. 5. All Activities performed at the Premises by or on behalf of Entrant shall, once begun, be completed with reasonable diligence and paid for in full by

ranted in Owner’s sole and absolute discretion. 5. All Activities performed at the Premises by or on behalf of Entrant shall, once begun, be completed with reasonable diligence and paid for in full by Entrant, free and clear of all construction or other liens and encumbrances, and shall be performed in accordance with all applicable statutes, ordinances, rules, regulations, orders and requirements of any Governmental Authority, including without limitation Environmental Laws. All Activities performed by or on behalf of Entrant shall be done in a good and workmanlike manner, and in such a manner so as not to cause any damage to the Premises or interference with the use and occupancy of the Premises by Owner, tenants or any other person or entity obtaining rights of use and occupancy through Owner, or their respective agents, employees or invitees. Entrant shall, to the reasonable satisfaction of Owner, and at such times and upon such terms and conditions as Owner shall determine in its sole and absolute discretion, either repair or replace, as the case may be, any 4839-2360-2911, v. 3