124-22 Agreement of Sale and Purchase - W Orange and W Orange Senior Housing - Urban Renewal Entity.pdf

124-22 AGREEMENT OF SALE AND PURCHASE This AGREEMENT OF SALE AND PURCHASE (the “Agreement”) is made this ______ day of April, 2022, (the "Effective Date") by and among, the Township of West Orange, a public body politic and corporate of the State of New Jersey, having an address at 66 Main Street, West Orange, New Jersey (the "Seller"), and West Orange Senior Housing, LLC, having an address of 1 Parker Plaza, Fort Lee, New Jersey, as nominee for an Urban Renewal Entity to be formed (the "Purchaser"). 1. Agreement. For the consideration hereinafter set forth, but subject to the terms, provisions, covenants and conditions herein contained, Seller agrees to sell and to convey and Purchaser agrees to purchase only the subdivided portion of the real property commonly known as the Library property, West Orange, New Jersey, otherwise known as Block 68, Lot 1 on the tax map of the Township of West Orange, and more particularly described on Exhibits A and B attached hereto (the entire parcel shall be referred to as the “Total Lot” and the portion to be subdivided and conveyed pursuant to this Agreement shall be referred to as the "Property"), for the purpose of constructing approximately 65 units of age-restricted low- and moderate-income housing, the Community Room Use (described below), and ancillary site improvements (collectively, the “Project”) in accordance with N.J.S.A. 40A:12-21(l) of the New Jersey Local Lands and Buildings Law. 2. Purchase Price. The purchase price to be paid by Purchaser to Seller for the property is ONE MILLION DOLLARS ($1,000,000.00) (the "Purchase Price") and shall be paid at closing. 3. As Is Purchase. The Property shall be conveyed to the Purchaser in an "as is, where is" condition, based on the condition of the Property on the date of closing, without any representation or warranty by Seller as to any matters concerning the condition of the Property. 4. Condition Regarding Use of Property. Performance by Seller under this Agreement, including but not limited to conveyance of title to the Property, is conditioned upon the representation by Purchaser that Purchaser will utilize the Property solely for (i) the construction and operation of age-restricted low and/or moderate-income housing, and (ii) the construction of a 7,500 square foot public use room (to

haser will utilize the Property solely for (i) the construction and operation of age-restricted low and/or moderate-income housing, and (ii) the construction of a 7,500 square foot public use room (to serve as a community room, satellite library, or other public use as determined by the Township)(the “Community Room Use”). These conditions shall be effectuated by the preparation of a deed restriction that restricts the rent or use of the units as low- and moderate-income residential housing for a term which shall be for thirty (30) years from the issuance of the certificate of occupancy for each residential unit and by the recording of an easement on, over, in, upon and through the Property reserved for by the Seller for the public benefit for use of the Community Room Use (the “Easement”). The Community Room Use and Easement shall be perpetual and recorded as a deed restriction. 5. Title. Title to be conveyed to the Property at closing shall be good and marketable title, free and clear of all liens, claims, restrictions and encumbrances whatsoever, including tenancies of any kind, but subject to (a) zoning and subdivision laws and regulations; (b) real 1 7620524.3