238 26 Exhibit A

211 2.12 Ordinance and Concept Plan After the Township's adoption of the Ordinance to permit development of the Inclusionary Project, Developer shall file development applications consistent with the Concept Plan attached hereto as Exhibit A and the Ordinance attached hereto as Exhibit B. Developer shall be responsible for obtaining any and all necessary and applicable agreements, approvals, and permits from all relevant public entities and utilities, including, but not limited to, the Township, Planning Board, Essex County, Essex County Planning Board, New Jersey Department of Environmental Protection, New Jersey Department of Transportation, applicable soil conservation district, utility providers, and any other governmental authority having jurisdiction. Developer shall diligently pursue completeness, hearings, approvals, permits, outside agency approvals, construction permits, and certificates of occupancy in good faith and without unreasonable delay. Court Approval / Fairness Hearing Trigger for Development Application The Parties acknowledge that this Agreement may be subject to approval by the Court following what is commonly known as a fairness hearing. Unless otherwise ordered by the Court, Developer's development application shall be processed following Court approval of this Agreement after a fairness hearing, to the extent required, and passage/effectiveness of the Ordinance. The adoption of the Ordinance and/or the preparation or filing of a development application shall not be required to await such fairness hearing unless the Court so orders. This Agreement does not purport to resolve all of the issues before the Court raised in the DJ Action, In the event the Court approves this Settlement Agreement, if such Court approval is required, but the Township is unable to reach a settlement with FSHC or any other person or entity, the Township is still obligated to comply with the obligations of this Settlement Agreement, including but not limited to the adoption of the Rezoning Ordinance and the duty to defend this Settlement Agreement. The Township agrees to contact the Court to request a fairness hearing be promptly scheduled, if one is required. The Township is responsible for the preparation and cost of the notice of the Fairness Hearing. The Parties will work together to ensure that the Court approves the Agreement at the Fairness

required. The Township is responsible for the preparation and cost of the notice of the Fairness Hearing. The Parties will work together to ensure that the Court approves the Agreement at the Fairness Hearing. If this Agreement is not approved by the Court following any required fairness hearing, then this Agreement shall be deemed terminated and shall be of no further force and effect, and the Parties shall return to their respective positions as if this Agreement had not been executed by the Parties, subject to any order of the Court. Parking, Traffic, Access, and Off-Site Improvements Developer shall be responsible, at its sole cost and expense, for satisfying all parking, traffic, 11