West Orange Fourth Round HEFSP_adopted 111025_Appendices

damage done to the Property during any entry, and shall substantially restore the Property to its original condition at the time the entry commenced. 6. Prior to each entry upon the Premises, Entrant shall: (a) Furnish or cause to be furnished to Owner, and cause to be maintained and kept in effect, and without expense to Owner, at all times that any entry is made upon the Premises, evidence of insurance (which may be in the form of certificates of insurance (e.g., an ACCORD 25)) against claims for personal injury (including death), and property damage, under a policy or policies of commercial general public liability insurance of not less than $1,000,000 in respect to bodily injury (including death), and not less than $3,000,000 of excess liability insurance, naming Owner as an additional insured, which requirement may be satisfied by “excess insurance” or “umbrella insurance.” Each policy shall be on an occurrence basis and not on a claims made basis. Each policy shall provide that it cannot be canceled without at least thirty (30) days prior written notice to Owner, and each policy shall be issued by a recognized, responsible insurance company licensed to do business in the State of New Jersey. Proof of payment of the premium of each policy and each replacement policy shall also be delivered to Owner. (b) Furnish or cause to be furnished to Owner and cause to maintained and kept in effect, without expense to Owner, at all times that any entry is made upon the Premises, evidence of adequate workers’ compensation insurance in statutory limits to cover employees of Entrant and any of the Consultants engaged in Activities at the Premises. (c) Furnish or cause to be furnished to Owner and cause to be maintained and kept in effect, without expense to Owner, at all times that any entry is made upon the Premises for purposes of any permitted invasive testing or sampling, evidence of contractor’s pollution liability insurance of not less than $2,000,000, naming Owner, Owner’s Parties and Owner’s mortgagee, if any, as additional insureds. Each policy shall be on an occurrence basis and not on a claims made basis. Each policy shall provide that it cannot be cancelled without at least thirty (30) days prior written notice to Owner, and each policy shall be issued by a recognized, responsible insurance company licensed to do business in the State of New Jersey. Proof

ithout at least thirty (30) days prior written notice to Owner, and each policy shall be issued by a recognized, responsible insurance company licensed to do business in the State of New Jersey. Proof of payment of the premium of each policy and each replacement policy shall also be delivered to Owner. 7. Prior to each entry upon the Premises, Entrant shall, at least three (3) Business Days in advance of each entry if such entry pertains to any permitted invasive, physical testing, and at least one (1) Business Day in advance of all other entries, notify Owner, in writing, which notice may be by email to [______________]; and tdenitzio@greenbaumlaw.com and which shall set forth in reasonable detail: (a) the date and time of the proposed entry upon the Premises; (b) the identity of all known persons and entities who will enter upon the Premises on Entrant’s behalf; 4839-2360-2911, v. 3

Premises; (c) the nature, location and extent of all Activities to be performed upon the (d) whether the persons entering upon the Property shall be wearing any environmental protective gear; and (e) the estimated duration of the entry. Entrant shall not have the right to conduct any physical, invasive testing without Owner’s prior written approval, which shall be in Owner’s sole and unfettered discretion. Owner shall not have any approval right with respect to any other notification provided for in this Section 7, but shall have the right to have a representative present during any such entry and to take split samples. 8. Owner shall have the right to terminate this Agreement with respect to any Property, with or without cause, and without any liability to Entrant, upon written notice to Entrant. 9. Upon request, Entrant shall deliver to Owner copies of all Environmental Documents generated by the Activities. This paragraph 9 shall survive termination of this Agreement. 10. The Activities, including the results of all sampling and all documents generated with respect to these activities (the “Confidential Information”), shall be kept confidential by Entrant and its Consultants and the employees, agents and contractors. If disclosure of the Confidential Information is required pursuant to law, or pursuant to court or other administrative process, then Entrant, its employees, agents or contractors, as the case may be, shall give immediate written notice to the Owner, specifying to whom and why such disclosure is required, and no such disclosure shall be made if Owner objects, unless and until a determination requiring the disclosure is made by a court of competent jurisdiction. Owner shall have the right to interpose all objections that Owner may have to the disclosure, and Entrant shall, and shall cause Entrant’s Consultants and the employees, agents and contractors, at no cost to Owner, to reasonably cooperate with Owner in connection with such objections, including giving testimony and signing affidavits, certifications or other documentation as may be required by Owner, provided the information contained in the affidavits, certifications or other documentation is true and accurate. Prior to the initial entry upon the Property, Entrant shall advise anyone acting on behalf of Entrant, including the Consultants, of the terms of this confidentiality

cumentation is true and accurate. Prior to the initial entry upon the Property, Entrant shall advise anyone acting on behalf of Entrant, including the Consultants, of the terms of this confidentiality provision and their obligation to be bound by it. This confidentiality provision shall survive the expiration or earlier termination of this Agreement but shall terminate at the earlier of one (1) year from the date hereof or the Rooney Closing as defined in that certain First Amendment to the Amended and Restated Real Estate Contract between Owner and BNE Acquisitions, LLC (the “First Amendment”). 11. Entrant shall indemnify, defend and hold Owner and its partners, members, officers, directors, shareholders, agents and employees harmless from and against all claims, liabilities, losses, penalties, damages and costs, foreseen or unforeseen, including, without limitation, reasonable legal, engineering and other professional or expert fees and expenses which any or all them may incur, resulting directly or indirectly, wholly or partly, from the access granted hereunder, the Activities, or any action or non-action by or on behalf of Entrant or any 4839-2360-2911, v. 3

Consultant, or both, including without limitation any breach by a Consultant or anyone else acting on behalf of Entrant to comply with the confidentiality provisions of this Agreement. Entrant releases and covenants not to sue Owner with respect to any personal injury or property damage suffered by Entrant, Consultant, the employees, representatives, agents and/or any third party, resulting directly or indirectly, wholly or partly, from the breach, the access, the Environmental Activities or any action or non-action by or on behalf of Entrant Consultant or both unless caused by the gross negligence or willful misconduct of Owner. This paragraph 11 shall survive termination of this Agreement. 12. All notices or other communications required or permitted hereunder shall be in writing, and shall be given by any nationally recognized overnight delivery service with proof of delivery, sent to the intended addressee at the addresses set forth below, or to such other addresses or to the attention of such other persons as the addressee will have designated by written notice sent in accordance herewith. Unless changed in accordance with the preceding sentence, the addresses for notices given pursuant to this Agreement will be as follows: If to Owner: West Orange Office Executive Park LLC 782 Lyons Avenue Irvington, New Jersey 07011 Attn: Mark Berger With copies to: Greenbaum Rowe Smith & Davis LLP 99 Wood Avenue South Iselin, New Jersey 08830 Attention: Thomas J. Denitzio, Jr., Esq. If to Entrant: Township of West Orange 66 Main Street West Orange, New Jersey 07052-5313 ATTN: Mayor Robert D. Parisi and John Sayers, Business Administrator With a copy to: Richard Trenk, Esq. McManimon, Scotland & Baumann, LLC 75 Livingston Avenue Roseland, New Jersey 07068 Notices given by overnight delivery service as aforesaid shall be deemed received and effective on the first Business Day following such dispatch. Notices may be given by counsel for the parties described above, and such notices shall be deemed given by said party for all purposes hereunder. 4839-2360-2911, v. 3

13. The right of access shall automatically terminate at 5 p.m. on the earlier of the ate the Redevelopment Agreement is terminated or the date on which the Rooney Closing (as defined in the First Amendment) occurs. 14. All obligations imposed upon Entrant shall survive the expiration or earlier termination of this Agreement but shall terminate at the earlier of (i) one (1) year from the date hereof or (ii) the Rooney Closing. 15. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. No change, addition or modification to this Agreement shall be effective unless signed in writing by all parties. 16. Entrant and Consultants shall not assign any rights or delegate any responsibility imposed under this Agreement. 17. In all references in this Agreement to any parties, persons, entities or corporations, the use of any particular gender or the plural or singular number is intended to include the appropriate gender and number as the text of this Agreement may require. 18. This Agreement shall be binding upon Entrant, its successors and permitted assigns and shall inure to the benefit of Owner, its successors and assigns. 19. This Agreement may be executed in multiple counterparts, each of which, when assembled to include a signature for each party contemplated to sign this Agreement, will constitute a complete and fully executed Agreement. All such fully executed counterparts will collectively constitute a single agreement. The delivery of an executed counterpart of this Agreement via electronic means, such as e-mail or facsimile, shall be as legally binding on the party so delivering same as the delivery of a counterpart bearing an original signature. 20. Entrant and Consultant shall not record this Agreement. [Remainder of Page Intentionally Left Blank; Signature Page Follows] 4839-2360-2911, v. 3

In Witness Whereof, the parties have duly executed and delivered this Agreement as of __________ _____, 2021. Owner West Orange Office Executive Park, LLC a Delaware limited liability company By: West Orange Office Executive Park Mezz LLC, a Delaware limited liability company, sole member By: West Orange Office Executive Park LLC, a New Jersey limited liability company, managing member By: Dolphin Management LLC a New Jersey limited liability company, sole member By:__________________________________ Name: Moses Berger, as Sole Manager of Dolphin Management LLC Entrant TOWNSHIP OF WEST ORANGE, NEW JERSEY By: 4839-2360-2911, v. 3 Robert D. Parisi, Mayor

PB-20-02 GREEN ESSEX PARTNERS URBAN RENEWAL ENTITY, LLC RESOLUTION OF THE PLANNING BOARD OF THE TOWNSHIP OF WEST ORANGE Granting preliminary site plan, final site plan, and tree removal permit approval to construct a multi-family residential development. WHEREAS, the Planning Board of the Township of West Orange, at a meeting held on June 3, 2020, as well as at a continued special meeting on June 25, 2020, both which were properly noticed in accordance with the Open Public Meetings Act, considered the application for preliminary site plan, final site plan, and tree removal permit approval to construct a multi-family residential development on property located in the Executive Drive Multi-Family Residential Zone of the Essex Green - Executive Drive Redevelopment Plan identified as Block 155, Lots: 40.02, 42.01, and 42.02. The application was submitted by Green Essex Partners Urban Renewal Entity, LLC (the “Applicant’), through its attorney, Francis X. Regan, Esq.; and WHEREAS, the Applicant provided notice to property owners within 200 feet of the property and in the official newspaper of the Township in accordance with the Municipal Land Use Law, N.J.S.A. 40:55D-12; and WHEREAS, the Planning Board considered the presentation of Francis X. Regan, Esq., attorney for the Applicant; and heard and considered the testimony of Zachary E. Chaplin, P.E., the Applicant’s engineer (licensed in New Jersey as an engineer, and qualified in that capacity by the Board), Jack L. Raker, R.A., the Applicant’s architect (licensed in New Jersey as an architect, and qualified in that capacity by the Board), Paul DeVitto, the Applicant’s landscape architect (licensed in New Jersey as a certified landscape architect, and qualified in that capacity by the Board), Eric L. Keller, P.E., the Applicant’s Traffic Engineer (licensed in New Jersey as an engineer, and qualified in the capacity of a professional traffic engineer by the board); and

considered questions and comments from Board members and from the public as shall appear in the Board’s minutes for the meetings of June 3, 2020 and June 25, 2020; and considered the following documents submitted by the Applicant: SUBMISSIONS ITEM SIGNED BY DATE/REVISION Site Plan (29 sheets) Zachary E. Chaplin, P.E. Tree Location Survey (2 sheets) Philip A. McEntee, Jr., P.L.S. Landscaping Plan (2 sheets) Zachary E. Chaplin, P.E. 4/29/20 Tree Removal Plan (1 sheet) Zachary E. Chaplin, P.E. 429/20 Truck Turn Exhibit (5 sheets) Jeffery A. Martell, P.E. 4/28/20 Sustainability Memorandum Zachary E. Chaplin, P.E. 5/8/20 Architectural Plans (22 sheets) Minno Wasko Architects and Planners 3/19/20 Traffic Engineering Evaluation Eric L. Keller, P.E., P.P., LEED AP 3/19/20 Stormwater Management Report —_ Zachary E. Chaplin, PE. 5/7/20 Report of Geotechnical Investigation Nejm E. Jundi, P.E. 12/31/19 EXHIBITS PRESENTED BEFORE THE BOARD NUMBER DESCRIPTION A-1 AERIAL EXHIBIT A-2 STONEFIELD 5/27/20 REPORT A-3 COLORED SITE PLAN A-4 EXISTING CONDITIONS PLAN A-21 COVER SHEET A-22 SECOND FLOOR PLAN, BUILDING A A-24 PACKAGE CENTER PHOTO A-30 FLOOR PLANS-BUILDINGS B/C A-31 ELEVATIONS—BUILDING B A-32 ELEVATIONS—BUILDING C

A-34 UNIT PLANS A-35 APARTMENT INTERIOR PHOTOS A-36 APARTMENT PHOTOS A-37 VIEW OF LIVING SPACE WHEREAS, a complete application has been filed, all fees required by Ordinance have been paid and it otherwise appears that the jurisdiction and powers of the Planning Board have been properly invoked and exercised; and the Board having conducted a vote on this application on June 25, 2020; NOW, THEREFORE, does the Planning Board of the Township of West Orange make the following findings of fact and conclusions of law with regard to this application: 1. This is an application for preliminary site plan, final site plan, and tree removal permit approval to construct a multi-family residential development. 2. The Board reviewed the site plan and related submission items and exhibits listed in this Resolution. 3. The Board finds that the detailed drawings, specifications, and estimates submitted by the Applicant and listed in this Resolution conform to the standards of all applicable ordinances. 4. The Board has recommended and the Applicant has agreed to the following additional conditions of approval: a. Subject to the Applicant’s compliance with all comments in the report of the Board Engineer;