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

2019.02.13 Rock Spring Club to West Orange 2-13-19 33 been made to the Premises since __________________, [except ________]. The Seller has no knowledge that anyone has filed or intends to file a construction lien relating to the Premises. No one has given the Seller any written notice that money is due and owing for construction work on the Premises. Seller has always obtained all necessary permits and certificates of occupancy. 5. Liens or Encumbrances. Except as otherwise set forth herein, the Seller has not allowed any interests (legal rights) to be created which affect its ownership or use of the Premises. The Seller does not use any alternate names. No other persons have legal rights in this property, except the rights of utility companies to use this property along the roadways, for serving this property. Seller does not have any pending lawsuits or judgments against it or other legal obligations, which may be enforced against this property. It does not owe any disability, unemployment, corporate franchise, social security, municipal or alcoholic beverage tax payments. No bankruptcy or insolvency proceedings have been started by or against it, nor has it ever been declared bankrupt. No one has any security interest in any personal property conveyed with this property or fixtures on this property. All liens (legal claims, such as judgments) listed on the attached judgment or lien search are not against Seller, or the Rock Spring Club. 6. Exceptions. The following is a complete list of exceptions to all of the above statements: a. Zoning and building regulations, ordinances and requirements adopted by any authority having jurisdiction over the Premises; b. Subsurface conditions affecting the Premises not disclosed by any instrument recorded in the county records;

2019.02.13 Rock Spring Club to West Orange 2-13-19 34 c. Such facts as shown on a survey prepared by GC Stewart Associates, dated June 30, 2014, and such facts as shown on a current accurate survey of the Premises may disclose; d. Easements, covenants, restrictions, reservations, rights of way, grants and other matters of record; e. Taxes for the current year and subsequent years not yet due and payable; f. Such other exceptions set forth in the title report which the Township of West Orange (“Grantee”) waives as an objection pursuant to the Agreement (the “Permitted Exceptions”); and 7. Reliance. The Seller makes this Affidavit solely in order to induce the Buyer to purchase and its title insurer, Commonwealth Land Title Insurance Company, to insure title to the Premises in favor of Grantee, and shall not be able to be relied upon any third party. The undersigned is aware that the Buyer will rely on the statements made in this affidavit and on its truthfulness. ___________________________________ Name: Christopher P. Gengaro Signed and sworn to before me this _______ day of ______, 2019 A Notary Public of New Jersey My Commission Expires: ______ (Affix notarial seal)

2019.02.13 Rock Spring Club to West Orange 2-13-19 35 EXHIBIT C DEED PREPARED BY: Jason L. Sobel, Esq. Sills Cummis & Gross, P.C. One Riverfront Plaza Newark, New Jersey 07102 Record and Return to: ____________________ _____________________ Attention: ___________________ This Deed is made as of the ____ day of _________, 2019. BETWEEN MONTCLAIR GOLF CLUB, a New Jersey not for profit corporation, having an address of _____________________________________________, designated here as the “Grantor” -AND- TOWNSHIP OF WEST ORANGE, a body politic of the State of New Jersey, having an address of 66 Main Street, West Orange, New Jersey 07052, designated here as the “Grantee.” The Grantor, for and in consideration of ________________ Dollars ($_____________) lawful money of the United States of America, paid to the Grantor, at or before the execution and delivery of this Deed, the receipt of which is acknowledged subject to collection, and the Grantor being fully satisfied, does by this Deed grant, bargain, sell and convey to the Grantee forever: All that certain tract Township of West Orange, County of Essex and State of New Jersey, more particularly described on Schedule A annexed (the “Premises”). The Premises conveyed is also known 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; however, this reference to the tax map is for real estate tax purposes only and shall in no way be descriptive of the Premises nor establish legal boundaries.

2019.02.13 Rock Spring Club to West Orange 2-13-19 36 The Grantor obtained title to the Premises by Deed of _________________ dated ___________ and recorded on ___________ in Deed Book ____, Page ____. The Premises is conveyed subject to: (a) Zoning and building regulations, ordinances and requirements adopted by any authority having jurisdiction over the Premises; (b) Subsurface conditions affecting the Premises not disclosed by any instrument recorded in the county records; (c) Such facts as shown on a survey prepared by ______________, dated ________________________, and such facts as shown on a current accurate survey may disclose; (d) Easements, covenants, restrictions, reservations, rights of way, grants and other matters of record; (e) Taxes for the current year and subsequent years not yet due and payable; and The Premises is conveyed together with the following, but without any covenant, representation or warranty by, and without recourse to, Grantor: all the buildings and other improvements located on the Premises, all land lying in the bed of any streets or roads, open or proposed in front of, adjacent to, or adjoining the Premises, to the centerline thereof, and all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent to the Premises. To have and to hold the Premises, together with the appurtenances, to the Grantee and to the Grantee's proper use and benefit forever. In all references 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 or number as the text of the within instrument may require. The Grantor covenants that, subject to the provisions of this Deed, the Grantor has not done or executed or knowingly suffered to be done or executed, any act or deed by which the Premises, or any part of the Premises, now or at any time hereafter, will or may be encumbered. This promise is called a “Covenant as to Grantor’s Acts” (N.J.S.A. 46:4-6). This Deed may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same document. SIGNATURES APPEAR ON FOLLOWING PAGE

2019.02.13 Rock Spring Club to West Orange 2-13-19 37 Signed and sealed by the Grantor. Witness: GRANTOR: MONTCLAIR GOLF CLUB, a New Jersey not for profit corporation ____________________________ By:______________________________ Name: Name: Christopher P. Gengaro Title: Title: President Agreed to, accepted and approved: Witness: GRANTEE: TOWNSHIP OF WEST ORANGE, a body politic of the State of New Jersey ____________________________ By:____________________________________ Name: Name: Title: Title:

2019.02.13 Rock Spring Club to West Orange 2-13-19 38 Acknowledgement State of New Jersey ) ) ss: County of _______ ) Be it remembered, that on this ____ day of ______, 2019, before me the subscriber, personally appeared Christopher P. Genaro, who, I am satisfied, is the person who signed the within instrument as President of MONTCLAIR GOLF CLUB, a New Jersey not for profit corporation, the corporation company named therein and he thereupon acknowledged that the said instrument, made by the corporation, was signed and delivered by him as such member and is the voluntary act and deed of the corporation made by virtue of authority from its members, and that the full and actual consideration paid or to be paid for the transfer of title to the realty evidenced by the within deed, as such consideration is defined in P.L. l968, C. 49, Sec. l(c), is $________________. A Notary Public of ______ My Commission Expires: (Affix notarial seal) State of ________ ) ) ss: County of _______ ) Be it remembered, that on this ____ day of _______, 2019, before me the subscriber, personally appeared _________________, who, I am satisfied, is the person who signed the within instrument as _______ of the Township of West Orange, the body politic named therein and he thereupon acknowledged that the said instrument, made by the municipal corporation, was signed and delivered by him as such member and is the voluntary act and deed of the municipal corporation made by virtue of authority from its members. A Notary Public of My Commission Expires: (Affix notarial seal)

2019.02.13 Rock Spring Club to West Orange 2-13-19 39 Schedule A All that certain lot, piece or parcel of land situate, lying and being in the Township of West Orange, County of Essex and State of New Jersey and described as follows: To be added to match legal description contained in Exhibit A of this Agreement

2019.02.13 Rock Spring Club to West Orange 2-13-19 40 EXHIBIT D BILL OF SALE KNOW ALL MEN BY THESE PRESENTS, that MONTCLAIR GOLF CLUB, a New Jersey not for profit corporation (“Seller”), for good and valuable consideration and the sum of One ($1.00) Dollar paid by THE TOWNSHIP OF WEST ORANGE, a body politic of the State of New Jersey (“Buyer”), hereby sells to Buyer, its successors and assigns, free and clear of any and all liens, encumbrances or security interests, the Personal Property as defined in that certain Agreement for Purchase and Sale of Property dated February 19, 2019 between Seller and Buyer (the “Agreement”). TO HAVE AND TO HOLD the same unto Buyer, its successors and assigns to and for its own use and behalf forever. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller does hereby absolutely and unconditionally give, grant, bargain, sell, transfer, set over, assign, convey, release, confirm and deliver to Purchaser all of the Personal Property, without representation or warranty of any kind whatsoever except as set forth in and subject to the terms of the Agreement. WITH RESPECT TO ALL MATTERS TRANSFERRED, WHETHER TANGIBLE OR INTANGIBLE, PERSONAL OR REAL, SELLER EXPRESSLY DISCLAIMS A WARRANTY OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR A PARTICULAR USE OR ANY OTHER WARRANTY EXPRESSED OR IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM COMMERCIAL CODE FOR THE STATE IN WHICH THE PROPERTY IS LOCATED (OR ANY OTHER STATE). IN WITNESS WHEREOF, Seller has executed this Bill of Sale this ____ day of ______________, 2019. MONTCLAIR GOLF CLUB, a New Jersey not for profit corporation By:___________________________ Name: Christopher P. Gengaro Title: President

2019.02.13 Rock Spring Club to West Orange 2-13-19 41 EXHIBIT E FORM OF CERTIFICATION OF NON-FOREIGN STATUS Date: _____________, 2019 Seller: MONTCLAIR GOLF CLUB, a New Jersey not for profit corporation Buyer: Township of West Orange Premises: ______________________ West Orange, New Jersey Seller, in order to induce Buyer to refrain from withholding tax because of a sale of the Premises (which would otherwise be required pursuant to Section 1445 of the federal Internal Revenue Code, requiring a buyer of real property located in the United States of America to withhold tax of ten (10%) percent of the amount realized on the sale where Seller is a foreign person), being duly sworn according to law says: 1. Seller is not a foreign corporation, a foreign partnership, a foreign trust or a foreign estate, as those terms are defined in the Internal Revenue Code and Regulations. 2. The federal employer identification number of Seller is 22-1124720. 3. The office address of Seller is _____________________, New Jersey ______. 4. Seller understands that this affidavit can be disclosed to the federal Internal Revenue Service by Buyer and that any false statement of Seller in this affidavit can be punished by fine, imprisonment or both.

2019.02.13 Rock Spring Club to West Orange 2-13-19 42 5. The undersigned has the authority to sign this affidavit on behalf of Seller. MONTCLAIR GOLF CLUB, a New Jersey not for profit corporation By:___________________________________ Name: Christopher P. Gengaro Title: President Sworn and Subscribed to before me the _____ day of _____________, 2019. A Notary Public of ________________ My Commission Expires: ___________