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 43 EXHIBIT F FORM OF TAX ESCROW AGREEMENT Tax Escrow Agreement This tax escrow agreement (this “Tax Escrow Agreement”) is made as of the ________ day of _________, 2019, between __________________________, having an address of _________________, ______________, New Jersey ______, Attn: ________________, referred to in this Tax Escrow Agreement as the “Tax Escrow Agent”, MONTCLAIR GOLF CLUB, a New Jersey not for profit corporation, having an address of 25 Prospect Avenue, West Orange, New Jersey 07052, referred to in this Tax Escrow Agreement as the “Seller”, -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, referred to in this Tax Escrow Agreement as the “Buyer”. Background A. Seller and Buyer entered into an agreement of sale on the ___ day of _____, 2019 for the sale of real property located at _____________________, New Jersey (the “Premises”). B. Pursuant to N.J.S.A. 54:50-38, Buyer notified the Bulk Sale Section of the Division of Taxation, Department of Treasury, State of New Jersey (the “Division”) of the impending sale. C. Pursuant to N.J.S.A. 54:50-38 and the letter received from the Division dated ______________, Tax Escrow Agent is to withhold certain sums from the closing proceeds, to wit: the sum of __________________ and 00/100 Dollars ($___________.___).

2019.02.13 Rock Spring Club to West Orange 2-13-19 44 D. [By additional letters received from the Division dated ________________, the Division has demanded the sum of __________________ and 00/100 Dollars ($___________.___). The amount demanded by the Division shall be paid from the closing proceeds directly to the Division.] E. Seller and Buyer, subject to the terms of this Tax Escrow Agreement, have agreed that Seller shall, from the closing proceeds, deposit [the balance of the amount to be held pursuant to the letters] from the Division, to wit: the sum of __________________ and 00/100 Dollars ($___________.___), into the trust account of Tax Escrow Agent, to be held pursuant to the terms and conditions of this Tax Escrow Agreement. Now, therefore, in consideration of the promises and the mutual covenants contained in this Tax Escrow Agreement, the parties agree as follows: 1. Appointment of Tax Escrow Agent. Seller and Buyer appoint Tax Escrow Agent to serve as Tax Escrow Agent pursuant to and in accordance with the terms and conditions set forth in this Tax Escrow Agreement, and Tax Escrow Agent accepts the appointment as Tax Escrow Agent upon the terms and conditions set forth in this Tax Escrow Agreement. 2. Deposit with Tax Escrow Agent. Contemporaneously with the signing and delivery of this Tax Escrow Agreement by all parties, Seller shall deposit [the balance of the sums required to be withheld by letters] of the Division, to wit: the sum of __________________ and 00/100 Dollars ($___________.___) (the “Tax Escrow Fund”), with Tax Escrow Agent in an interest bearing trust account of Tax Escrow Agent. Interest shall inure to the benefit of Seller. The parties agree that there shall be no right of setoff against the Tax Escrow Fund. 3. Dispositions. In the event that an additional letter is received from the Division lowering the Tax Escrow Fund amount, then Tax Escrow Agent shall immediately return to Seller any sums in the Tax Escrow Fund above the new revised amount required to be withheld by the Division. Upon receipt of a demand for payment from the Division, Tax Escrow Agent shall make such payment to the Division, with a copy of the check and transmittal letter to Seller. Following receipt of a tax clearance letter from the Division, Tax Escrow Agent shall release to Seller any remaining amounts in the Tax Escrow Fund. 4. No Encumbrance.

d transmittal letter to Seller. Following receipt of a tax clearance letter from the Division, Tax Escrow Agent shall release to Seller any remaining amounts in the Tax Escrow Fund. 4. No Encumbrance. Neither Seller nor Buyer shall dispose of or encumber all or any part of the Tax Escrow Fund while on deposit with Tax Escrow Agent. 5. No Compensation. Tax Escrow Agent shall serve without compensation. However, if Tax Escrow Agent incurs any expense in connection with a dispute concerning the Tax Escrow Fund, Seller and Buyer shall indemnify Tax Escrow Agent for any reasonable expense incurred by Tax Escrow Agent in connection with the dispute, including, without limitation, reasonable attorneys’ fees. In the performance of its duties pursuant to the terms of this Tax Escrow Agreement, Tax Escrow Agent shall only be liable for intentional malfeasance, and otherwise Tax Escrow Agent is released from all

2019.02.13 Rock Spring Club to West Orange 2-13-19 45 liability. If Tax Escrow Agent is made a party to any action, Tax Escrow Agent has the right to legal counsel of its own choice and the non-prevailing party in such litigation shall be responsible for the payment of all reasonable expenses incurred by Tax Escrow Agent, including, without limitation, reasonable attorneys’ fees. 6. Resignation. Tax Escrow Agent may resign as Tax Escrow Agent upon giving not less than fifteen (15) days’ notice to Seller and Buyer, specifying the effective date of the resignation, in which event, prior to the effective date of such resignation, Seller and Buyer shall appoint a successor Tax Escrow Agent to serve upon the same terms, conditions and covenants set forth in this Tax Escrow Agreement. Upon receipt of a written notice, signed by each of Seller and Buyer, setting forth the identity and address of the successor Tax Escrow Agent, Tax Escrow Agent shall arrange a transfer of the Tax Escrow Fund to the successor Tax Escrow Agent, and upon such transfer, the resigning Tax Escrow Agent shall have no further obligations to Seller or Buyer under this Tax Escrow Agreement. If the resigning Tax Escrow Agent does not receive a written notice from Seller and Buyer of the appointment of a successor Tax Escrow Agent prior to the effective date of such resignation, the resigning Tax Escrow Agent shall have the right, without the obligation, to pay the Tax Escrow Fund into court and shall thereafter have no further obligation to Seller or Buyer under this Tax Escrow Agreement. 7. Federal Identification Number. Seller represents that its federal tax identification number is 22-1124720. 8. Notices. All notices required or permitted by this Tax Escrow Agreement shall be in writing and shall be: (i) delivered in person, (ii) deposited with a nationally recognized overnight courier for next business day delivery, or (iii) by email (to the other party and simultaneously to its counsel so long as on the same day such notice or other communication also is sent by nationally recognized overnight courier for next business day delivery; provided, however, that if the email delivery of any notice sent hereunder is within any time limit applicable thereto, such notice shall be considered timely given even if the follow up overnight courier copy is not within such time limit, addressed as

notice sent hereunder is within any time limit applicable thereto, such notice shall be considered timely given even if the follow up overnight courier copy is not within such time limit, addressed as follows: If to Tax Escrow Agent: __________________ __________________ __________________ __________________ Attention: ____________ If to Seller: Montclair Golf Club 25 Prospect Avenue West Orange, New Jersey 07052 Attention: David Kupstas, General Manager E-mail: _dkupstas@montclairgolfclub.org With a copy at the same time to each of:

2019.02.13 Rock Spring Club to West Orange 2-13-19 46 Sills Cummis & Gross, P.C. One Riverfront Plaza Newark, New Jersey 07102 Attention: Jason L. Sobel, Esq. Tel. No.: (973) 643-5295 E-mail: JSobel@sillscummis.com and: Christopher P. Gengaro Lentz & Gengaro LLP 347 Mt. Pleasant Avenue, Suite 203 West Orange, New Jersey 07052 E-mail: cpg@lentzgengaro.com If to Buyer: Township of West Orange 66 Main Street West Orange, New Jersey 07052 Attention: Karen J. Carnevale, Municipal Clerk Email: KCarnevale@westorange.org With a copy at the same time to: Kenneth Kayser, Assistant Township Attorney 66 Main Street West Orange, New Jersey 07052 Tel. No.: (973) 325-9976 Email: kenkayser@verizon.net Any party may, by notice given in the same manner set forth above, designate a different address to which subsequent notices shall be sent. Notice shall be deemed given when (i) received, if delivered personally; (ii) the earlier of receipt or three (3) days after mailing, if sent by certified or registered mail, return receipt requested; or (iii) the day after mailing if sent by overnight delivery. Counsel for any party may give notice on behalf of such party which notice shall have the same effect as if given by such party itself. 8. Governing Law. Seller, Buyer and Tax Escrow Agent submit to the jurisdiction of the courts of the State of New Jersey. This Tax Escrow Agreement shall be governed by the laws of the State of New Jersey. 9. Modification. No change, addition or modification to this Tax Escrow Agreement shall be valid unless it is contained in a writing signed by Seller, Buyer and Tax Escrow Agent. 10. Entire Agreement. This Tax Escrow Agreement contains the entire agreement between and among Seller, Buyer and Tax Escrow Agent with respect to the Tax Escrow Fund.

2019.02.13 Rock Spring Club to West Orange 2-13-19 47 11. Authority. The individuals signing this Tax Escrow Agreement, by signing this Escrow Agreement, represent and warrant that they have the authority to sign this Tax Escrow Agreement on behalf of the party for whom they are signing and to bind such party to this Tax Escrow Agreement. 12. Counterparts. This Tax Escrow Agreement may be signed in one or more counterparts, all of which shall constitute an original fully enforceable counterpart for all purposes. The parties intend that signatures set by email in PDF format or the like constitute original signatures and that an agreement sent by email in PDF format or the like, containing the signatures of all the parties (with or without originals), shall be binding upon all signatories. 13. Captions. The paragraph headings contained in this Tax Escrow Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Tax Escrow Agreement. 14. Binding Effect. This Tax Escrow Agreement shall be binding upon and inure to the benefit of the parties, their heirs, executors, administrators, successors and permitted assigns. 15. Miscellaneous. In all references in this Tax Escrow 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 or number as the text of this Tax Escrow Agreement may require. 16. Waiver of Trial by Jury. The parties waive trial by jury in any action or proceeding arising out of or related to this Tax Escrow Agreement and the venue for any action arising out of or related to this Tax Escrow Agreement shall be Middlesex County, New Jersey. [Signature Page Follows]

2019.02.13 Rock Spring Club to West Orange 2-13-19 48 Signed and sealed by the parties as of the date first written above. Witness: _________________________ Tax Escrow Agent By: Name: Title: Witness: MONTCLAIR GOLF CLUB, a New Jersey not for profit corporation Seller By: Christopher P. Gengaro, President Witness: TOWNSHIP OF WEST ORANGE, a Body Politic of the State of New Jersey Buyer __________________________ By:_____________________________

2019.02.13 Rock Spring Club to West Orange 2-13-19 49 EXHIBIT G MAINTENANCE PAYMENT ESCROW AGREEMENT This MAINTENANCE PAYMENT ESCROW AGREEMENT (the “Agreement”), is made as of February ____, 2019 by and among MONTCLAIR GOLF CLUB, a New Jersey not for profit corporation (“Seller”), and TOWNSHIP OF WEST ORANGE, a body politic of the State of New Jersey (“Buyer”) and ___________________________________(“Escrow Agent”). In consideration of the agreements contained in the Agreement of Sale between Buyer and Seller dated ____________________ (the “Sale Agreement”), and for other good and valuable consideration, the parties agree as follows: 1. DEFINITIONS. Capitalized terms used but not defined in this Agreement shall have the same meanings that are given to them in the Sale Agreement. 2. ACKNOWLEDGMENT OF ESCROW. 2.1. Escrow Agent acknowledges receipt from _______________ (the “Contractor”) of the sum of Sixty-One Thousand Three Hundred Eight and Seventy-Five Hundredths Dollars ($61,308.75) (subject to collection if paid other than in readily available funds), in accordance with Section 21 of the Sale Agreement (the “Maintenance Payment”). 3. DELIVERY OF SALE AGREEMENT MAINTENANCE PAYMENT. (a) If the Maintenance Payment is paid by check drawn to the order of and delivered to Escrow Agent, the Escrow Agent shall cash such check and hold the proceeds thereof in escrow in a non-interest bearing account pursuant to the terms of this Agreement. (b) The Maintenance Payment shall be completely non-refundable to Buyer as well as the Contractor, after the Effective Date, unless Buyer properly terminates the Sale Agreement as permitted thereunder, in which case the Maintenance Payment shall be released by Escrow Agent to Contractor, upon written request received by Escrow Agent from Contractor. (c) Provided that the closing of title contemplated under the Sale Agreement actually takes place, the Maintenance Payment shall be immediately paid by Escrow Agent to Seller. (d) Escrow Agent shall be entitled to rely, for all purposes of this Agreement, upon any notice, demand or other writing given to it pursuant to this Agreement with respect to the matters stated therein, and each such notice, demand or writing shall be full authority to Escrow Agent for any action taken, suffered or omitted in reliance thereon. Escrow Agent is not responsible or liable in any manner for the

ch such notice, demand or writing shall be full authority to Escrow Agent for any action taken, suffered or omitted in reliance thereon. Escrow Agent is not responsible or liable in any manner for the sufficiency, correctness, genuineness or validity of