10-21 Exhibit - Authorizing Execution of Grant Agreement for the HDSRF Grant Funds for Preliminary Assessment and Site Investigation.pdf

law or unless the violation resulted from a lack of sufficient money to perform the required remediation activities. E. The Grantee violates the provisions of a duly recorded Deed Restriction in the case of a grant for remedial action for a project involving the redevelopment of contaminated property for recreation or conservation purposes. F. The Grantee fails to expend funds approved to perform preliminary assessments and/or site investigations within two (2) years after the date of the award; and/or the Grantee fails to expend funds approved for remedial investigation within five (5) years after the date of the award, no further moneys will be disbursed and the award cancelled. 5.2. Remedies A. Available Remedies Upon the occurrence of an Event of Default, the Authority may exercise one or more of the following remedies: (i) terminate the Grant Agreement; (ii) require the return of all unspent proceeds of the Grant and the repayment of all proceeds of the Grant spent by the Grantee, such repayment to be made within 10 days after receiving notice of the default from the Authority; (iii) avail itself of all other legal or equitable remedies provided in law or equity. This includes, without limitation, the right to obtain injunctive relief or specific performance. If injunctive relief is sought, Grantee waives the requirement of posting bond. PROD-00188179 Township of West Orange Project Site: Biddleman Inc.

B. No Remedy Exclusive No remedy herein conferred or reserved by the Authority is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement. No delay or omission to exercise any right or power occurring upon any default shall impair any such right or power nor shall same be construed to be a waiver thereof, but any such right or power may be exercised from time to time as often as deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it in this section, it shall not be necessary to give notice, other than such notice specifically required in Section 5 hereof. C. Agreement to Pay Attorneys' Fees and Expenses In the event the Grantee should default under any of the provisions of this Agreement and the Authority shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement of any obligation on the part of the Grantee herein contained, the Grantee agrees that it will, on demand, pay to the Authority the reasonable attorneys' fees and other expenses incurred by the Authority whether or not a lawsuit is brought. D. No Additional Waiver Implied by One Waiver In the event any agreements contained in this Agreement should be breached by any party and thereafter waived by any other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. 6. MISCELLANEOUS 6.1. Limitation of Liability of Authority In the event of default, there shall be no other recourse for damages by the Grantee against the Authority, its officers, members, agents and employees, or any of the property now or hereafter owned by it or them. 6.2. Notices Notice hereunder shall be given in writing by personal service, by recognized overnight mail service or

mployees, or any of the property now or hereafter owned by it or them. 6.2. Notices Notice hereunder shall be given in writing by personal service, by recognized overnight mail service or by certified or registered mail, return receipt requested. If to the Authority: New Jersey Economic Development Authority 36 West State Street PO Box 990 Trenton, New Jersey 08625-0990 Attention: Underwriting Re: Hazardous Discharge Site Remediation Public Entity Grant Program If to the Grantee: As set forth on the attached Schedule A Notices given by personal service shall be effective upon receipt. Notices given by recognized overnight mail services shall be effective upon receipt. Notices given by mail shall be deemed effective three (3) business days after the date mailed. PROD-00188179 Township of West Orange Project Site: Biddleman Inc.

6.3. Severability If any provision hereof is found by a court of competent jurisdiction to be prohibited or unenforceable, it shall be ineffective only to the extent of such prohibition or unenforceable portion, and such prohibition or unenforceable shall not invalidate the balance of such provision to the extent it is not prohibited or unenforceable, nor invalidate the other provisions hereof, all of which shall be liberally construed in order to effect the provisions of this Agreement. 6.4. Applicable Law This Agreement shall be deemed to be a contract made in New Jersey and governed by New Jersey law. 6.5. Binding Effect This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns, and the terms "Authority" and "Grantee", where the context requires, include the respective successors and assigns of such persons. The DEP shall be deemed a third-party beneficiary of this Agreement. 6.6. Amendments This Agreement may not be amended except by an instrument in writing signed by the parties. 6.7. No Warranty of Condition or Suitability by Authority The Authority makes no warranty, either express or implied, as to the condition of the Project or any part thereof or that they will be suitable for the Grantee's purposes or needs. The Grantee acknowledges and agrees that the Authority is not a dealer in property of such kind, and that the Authority has not made, and does not hereby make, any representation or warranty or covenant with respect to the fitness for a particular purpose, condition or suitability of the Project in any respect or in connection with, or for the purposes and uses of the Grantee or its tenants. 6.8. Further Assurances The Authority and the Grantee shall, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may be required for carrying out the intention of or facilitating the performance of this Agreement. 6.9. Headings The captions or headings in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any provision hereof. 6.10. Sole Agreement This contract represents the entire and complete

for convenience of reference only and shall not control or affect the meaning or construction of any provision hereof. 6.10. Sole Agreement This contract represents the entire and complete agreement between these parties with respect to the Grant set forth herein. 6.11 Counterparts This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, and may be delivered by telecopier, e-mail, PDF or other facsimile transmission all with the same force and effect as if the same were a fully executed and delivered original manual counterpart. PROD-00188179 Township of West Orange Project Site: Biddleman Inc.

6.12. Contractual Liability Act The rights and remedies of the Grantee under this Agreement shall be subject to the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1, et seq., the provisions of which are hereby incorporated herein by reference in their entirety. 6.13 Executed Contract. Grantee agrees to provide both the Authority (Underwriting, P.O. Box 990, Trenton, New Jersey 08625 and DEP (P.O. Box 413, Trenton, New Jersey 08625) within 120 days of the date of this Agreement, a copy of the executed contract for the scope of work for which this Grant is being made. 6.14 No Assignment Recipient may not assign or transfer the whole or any part of this Agreement. 6.15 Cross Default It is specifically understood and agreed that this Grant is cross-defaulted with any other agreement entered into by the Authority and the Grantee or any other agreement entered into by the Department and the Grantee with respect to this Grant. 6.16 Electronic Signature Electronic signature on this Agreement shall be deemed to be valid execution and delivery as though an original ink. The parties explicitly consent to the electronic delivery of the terms of the transaction evidenced by this Agreement and affirm that their electronic signatures indicate a present intent to be bound by the electronic signatures and the terms of the Agreement. The electronic signature can be done either by ADOBE Acrobat or any other similar signature software that can be used for electronic signatures or by printing, manually signing, and scanning. [SIGNATURE PAGE FOLLOWS] PROD-00188179 Township of West Orange Project Site: Biddleman Inc.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have caused this Agreement to be executed and delivered as of the date and year set forth below. NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY WITNESS: By:_________________________________ By:_________________________________ Arlene M. Clark Director Closing Services Date: ________________________ [SEAL] THE TOWNSHIP OF WEST ORANGE ATTEST: By:_________________________________ By:_________________________________ Name: Title: Date: ________________________ PROD-00188179 Township of West Orange Project Site: Biddleman Inc. Grant Award: Up to $63,956 PROD-00188179 Township of West Orange Project Site: Biddleman Inc.

List of Attached Schedules Schedule A-Project Description Schedule B-Project Completion Certificate and Calculation of Unexpended Proceeds Form Schedule C-Certification of Awarded Contracts Schedule D-Resolution (sample) Schedule E-Public Entity Project Status Summary PROD-00188179 Township of West Orange Project Site: Biddleman Inc.

SCHEDULE A PROJECT DESCRIPTION HAZARDOUS DISCHARGE SITE REMEDIATION FUND – PUBLIC ENTITY GRANT PROGRAM IT IS THE RESPONSIBILITY OF THE GRANTEE TO VERIFY THE FOLLOWING INFORMATION. NJEDA APPLICATION NUMBER: Prod-00188179 Related Application Number: N/A NAME OF GRANTEE (RECIPIENT)**: The Township of West Orange Authorized Representative (Mayor): The Honorable Robert D. Parisi Contact: John Sayer Title: Business Administrator 66 Main Street West Orange, NJ 07052 Phone Number: 973-325-4160 email: jsayers@westorange.org CONSULTANT FIRM NAME: Matrix New World Marie Raser, P.E., LSRP Phone Number: 973-585-9075 Fax Number: 973-240-1818 Email: mraser@matrixneworld.com PROJECT SITE NAME: Biddleman, Inc. 8-10 Central Avenue West Orange, New Jersey 07052 County: Essex County Block: 9 Lot: 32 ESTIMATED DEP PROJECT COSTS: Preliminary Assessment: Up to $ 5,604 Site Investigation: Up to $ 58,325 TOTAL COSTS Up to $ 63,956 TOTAL GRANT AWARD: Up to $63,956 AUTHORIZED USE OF GRANT PROCEEDS: Finance Preliminary Assessment and/or Site Investigation and/or Remedial Investigation and/or Remedial Action AUTHORIZED PROJECT DESCRIPTION/SCOPE: Preliminary Assessment and Site Investigation along with report preparation ** Grant Proceeds will be made out & Mailed to the Grantee at this address Page 1 of 2 PROD-00188179 Township of West Orange Project Site: Biddleman Inc.

PROD-00188179 Township of West Orange Project Site: Biddleman Inc. Grant Award: Up to $63,956 SCHEDULE B PROJECT COMPLETION CERTIFICATE The undersigned hereby certifies as follows: 1. I am an Authorized Representative of Grantee, the Township of West Orange. I make this statement pursuant to Section 4 of the Agreement, by and between Grantor, the New Jersey Economic Development Authority and Grantee, dated as of [insert same date as date in Agreement]. (All undefined terms used herein shall have the same meaning ascribed to them in the Agreement). 2. The Project was completed as of . (date) 3 The Project is being operated as an authorized “Project” under the Act and as substantially as proposed in the Application. The Grant proceeds were used only for the purposes for which the Grant was made, and the Grantee has adhered to all terms and conditions of the Agreement. 4. Enclosed is a check for unexpended Grant proceeds, if any as determined under the attached Calculation of Unexpended Proceeds Form, payable to the Authority in accordance with Section 4.1 of the Agreement. (Signature): ______________________ Name (Print):______________________ Date:______________ Title:_____________________________ Forward to the NJ Economic Development Authority at the below address the executed Project Completion Certificate along with a check, payable to the NJEDA, for unexpended funds, if any, in the amount calculated on the CALCULATION OF UNEXPENDED PROCEEDS FORM attached. New Jersey Economic Development Authority Underwriting Attn: Kathy Junghans, Finance Officer kjunghans@njeda.com This Project Completion Certificate may be executed and delivered to the above Finance Officer by email with attached PDF all with the same force and effect as if the same were a fully executed and delivered original. PROD-00188179 Township of West Orange Project Site: Biddleman Inc.