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

4. COVENANTS OF THE GRANTEE 4.1. Project Completion; Repayment of Unexpended Proceeds A. Within ten (10) business days of completion of the Project, the Grantee shall submit to the Authority Schedule B, "Project Completion Certificate" and the “Calculation of Unexpended Proceeds Form”, which shall be completed and executed by Grantee, together with a check payable to the Authority in the amount of any such unexpended proceeds. B. The Grantee shall submit to the Authority a completed Schedule E attached hereto no later than December 31st of each year until completion of the Project. 4.2. Indemnification To the fullest extent permitted by law, the Grantee will indemnify, defend and hold harmless the Department and the Authority and their respective members, officers, employees and agents (“Indemnified Party”) against any and all liability, loss, cost, damage, claims, judgment or expense of any kind the Indemnified Party may incur by reason of any claim, suit or action based upon personal injury, death or damage to property arising out of the Grantee's construction, acquisition, installation, operation, or ownership of the Project or Project Site or arising or purportedly arising from this Grant Agreement or any transaction contemplated thereunder. 4.3. Diligent Prosecution Grantee shall diligently prosecute the Project to completion and shall cause such Project to be performed in a worker-like fashion. 4.4. Subrogation of Rights To the extent provided in the Act, the Grantee subrogates to the Department all rights it has or may have to recover Remediation Costs, as defined in the Act and Regulations, from the discharger or other liable parties. Grantee covenants that it has not relinquished, impaired, or waived, and shall not relinquish, impair or waive any right to recover the costs of remediation against any insurance carrier, discharger or person in any way responsible for a hazardous substance pursuant to N.J.S.A 58:10-23.11(g). 4.5. Compliance; Inspection Grantee agrees that is shall provide to the Authority and the Department, as necessary or upon request, evidence that the Grant is being spent for the purpose for which it was made and evidence that it is adhering to all of the terms and conditions of the Agreement, the Act and Regulations. Grantee further agrees that it

Grant is being spent for the purpose for which it was made and evidence that it is adhering to all of the terms and conditions of the Agreement, the Act and Regulations. Grantee further agrees that it shall provide to the Authority, the Department, and their agents, access at reasonable times to the Project Site to determine compliance with the terms and conditions of the Agreement. 4.6. No Assignment Grantee agrees that it shall not assign this Agreement, nor the Grant made hereunder, for any reason without the prior written consent of the Authority. 5. DEFAULT 5.1. Event of Default Any one or more of the following events shall constitute an event of default of the Grantee hereunder (an "Event of Default"): PROD-00188179 Township of West Orange Project Site: Biddleman Inc.