2563-19 Agreement of Sale - Rock Spring Club to West Orange 2-13-19 Final.pdf

Rock Spring Club to West Orange 2-13-19 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above. SELLER: MONTCLAIR GOLF CLUB, a New Jersey not for profit corporation By:___________________________________ Name: Christopher P. Gengaro Title: President BUYER: TOWNSHIP OF WEST ORANGE, a body politic of the State of New Jersey By: Name: Robert D. Parisi Title: Mayor By: Name: Karen J. Carnevale Title: Township Clerk

2019.02.13 Rock Spring Club to West Orange 2-13-19 24 EXHIBITS AND SCHEDULES Exhibit A Legal Description Exhibit B Affidavit of Title Exhibit C Deed Exhibit D Bill of Sale Exhibit E Certification of Non-Foreign Status Exhibit F Form of Tax Escrow Agreement Exhibit G Form of Maintenance Payment Escrow Agreement Schedule A List of Personal Property Included in Sale Schedule B Golf Course Maintenance Schedule Schedule C List of Contracts

2019.02.13 Rock Spring Club to West Orange 2-13-19 25 EXHIBIT A LEGAL DESCRIPTION

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2019.02.13 Rock Spring Club to West Orange 2-13-19 32 EXHIBIT B AFFIDAVIT OF TITLE State of New Jersey ) ) ss: County of Essex ) Christopher P. Gengaro, of full age being duly sworn according to law deposes and says: 1. Background. I am the President of MONTCLAIR GOLF CLUB, a New Jersey not for profit corporation (the “Seller”). As the President of the Seller I have been authorized to execute this Affidavit and documents of conveyance on behalf of the Seller. 2. Representations. The statements contained in this Affidavit are true to the best of my knowledge. 3. Ownership and Possession. The Seller has held title to property commonly known as the “Rock Spring Club” shown as Lots 22 through 31 in Block 46.01, Lots 2 and 10 in Block 160 and Lots 30 and 34 in Block 160.01 on the Official Tax Map of the Township of West Orange, in the County of Essex, and State of New Jersey (the “Premises”) since October 18, 2018. This action, and the making of this affidavit of title, have been duly authorized by a proper resolution of the Seller. A copy of the resolution is attached and made a part of this affidavit. The Seller is legally authorized to do business in the State of New Jersey. The Seller has paid all state franchise taxes presently due. Its Certificate of Incorporation and corporate powers have never been suspended or revoked. The Seller is not restrained from doing business nor has any legal action been taken for that purpose. The Seller has not changed its name or used any other name, except that it merged with the Rock Spring Club. 4. Improvements. No additions, alterations, or improvements are now in progress or have