203-22 Mutual General Release Covenant Not to Sue and Dismissal of Litigaiton - (combined).pdf

UPDATED 7/15/2022 —5 PM any and all losses, damages, suits, claims, fines, penalties, costs and expenses whatsoever (including death and defense of any such claims), which it, they or any of them may directly or indirectly suffer, sustain, or be subject to, (or be held liable for) in any way arising from, connected with or growing out of this Agreement, as a result of the negligence of the indemmifying Party, its successors, contractors, assigns and any other users or beneficiaries of this Agreement. At the Closing, the Purchaser shall deliver the following to the Seller: e: the Easement on, ovér, in upon aiid through the Property for access to, and use of, the Community Room, which shall be negotiated in good faith by the parties and include the following provision: Indemnification. Each patty hereby agrees to indemnify, defend and hold harmless the other Party, its successors and assigns, its officers, contractors, agents, employees, servants or any of them, from and against any and all losses, damages, suits, claims, fixes, penalties, costs and expenses whatsoever (including death and defense of any such claims), which it, they or any of them may directly or indirectly suffer, sustain, or be subject to, (or be held liable for) in any way arising from, connected with or growing out of this Agreement, as a-result of the.negligence of the indemnifying Party, its successors, contractors, assigns and any other users or beneficiaries of this Agreement. 4, The parties desire to amend the Agreement to provide mutual indemnification provisions. Accordingly, the Agreement shall be amended to add an additional paragraph entitled Indemnification, which shall state the following: 19, Indemnification. Each party hereby agrees to indemnify, defend and hold harmless the other Party, its successors and assigns, its officers, conttactors, agents, employees, servants or any of them, from and against ‘any and all losses, damages, suits, claims, fines, penalties, costs and expenses whatsoever (including death and defense of any such claims), which it, they or any of them may directly or indirectly suffer, sustain, or be subject to, (or be held liable for) in any way arising from, connected with or 4

UPDATED 7/15/2022 § PM growing out of this Agreement, as a result of the negligence of the indemnifying Party, its successors, contractors, assigns and any other users or benoficiaries of this Agreement. This Paragraph 19 shall survive Closing. 5 ‘The parties further agree that Purchaser shall use commercially reasonable efforts to commence construction of the Project within five (5) years of the Effective Date of this Amendment. Accordingly, the Agreement shall be amended to add an additional paragraph entitled Reversionary Interest, which shall state the following: 20. Reversionary Interest. The Bargain and Sale Deed with Covenants Agairist Grantor’s Acts conveyed to the Purchase by Seller at the time of Closing pursuant to Paragraph 7(a) of this Agreement, shall contain the following provision: This conveyance is made on the coridition that Grantee or Grantee’s assigns use commercial reasonable efforts to Commence Construction of the Project within five (5) years of the Effective Date of a certain Amendment to Purchase and Sale Agreement between West Orange Senior Housing, LLC and the Township of West Orange. For purposes of this provision, the term “Commence Construction” shall mean commencing and undertaking the continuous and uninterrupted actual physical construction of the Project (or applicablé phase thereof), including demolition, site preparation, environmental remediation, construction of Improvements or construction or upgrading of infrastructure. All other Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Amendment to Purchase and Sale Agreement, ‘unless the context otherwise requires. If Grantee or Grantee's assigns fails to use commercial reasonable efforts to commence construction as required above, the property conveyed herein will revert to Grantor. Upon such reversion, seller shall within thirty (30) days of said reversion, refund to Purchaser or Purchaser's assigns the full Purchase Price, If the Property reverts to Seller pursuant to the terms contained within the deed and this Paragraph 5, Seller shall, within thirty (30) days of said reversion, refund to Purchaser or 5s

UPDATED 7/15/2022 — 5. PM: Purchaser’s assigns the full Purchase Price. The obligation of Seller to refund the Purchase Price pursuant to this Paragraph 5 shall survive Closing. 6. This Amendment may: be executed in any number of counterparts, each of which shall be deemed to be original, and all of which together shall constitute one and the same instrument, This Amendment may be transmitted between Purchaser and Seller by facsimile machine or by email transmission. Purchaser and Seller intend that signatures so transmitted constitute original signatures and that this Amendment containing the signatures (original or as so transmitted) of all the parties is binding om Puréhiaser and Seller. 7. All provisions of the Original Agreement that are not expressly amended herein shall reniain in full force and effect. In the event any provisions of the Original Agreement are inconsistent with this Amendment, the provisions of this Arnendment shall control. (Signatures are on the following pages.) -6-

UPDATED 7/15/2022 — 5PM IN WITNESS WHEREOF, each party hereto, being authorized to do so and intending to be legally bound hereby, has duly entered into this Amendment on the date set forth above. Seller Townshi By: Name: Robert SI Title: Mayor Purchaser West Orange Senior Housing, LLC as Nominee for West Orange Senior Housing Urban Renewal, LLC By: Name: Joseph Title: Managing Member / as

EXHIBIT B STIPULATION OF DISMISSAL WITH PREJUDICE AND WITHOUT COSTS

TRENK ISABEL SIDDIQI & SHAHDANIAN P.C. 290 W. Mt. Pleasant Avenue Building 3, Suite 2350 Livingston, New Jersey 07039 (973) 533-1000 Richard D. Trenk, Esq. (016951982) Attorneys for Defendant Township of West Orange KEVIN MALANGA, SUPERIOR COURT OF NEW JERSEY Plaintiff, LAW DIVISION: ESSEX COUNTY v. Docket No.: ESX-L-3433-22 TOWNSHIP OF WEST ORANGE, TOWNSHIP Civil Action OF WEST ORANGE COUNCIL, STIPULATION OF DISMISSAL WITH Defendants, PREJUDICE AND WITHOUT COSTS and WEST ORANGE SENIOR HOUSING URBAN RENEWAL, LLC a/k/a WEST ORANGE SENIOR HOUSING LLC., Intervenor. This matter having been amicably resolved by and between the parties, that the above- referenced matter be and is hereby dismissed in its entirety WITH PREJUDICE AND WITHOUT COSTS. THE TURTELTAUB LAW FIRM LLC TRENK ISABEL SIDDIQI & SHAHDANIAN P.C. Attorneys for Plaintiff Kevin Malanga Attorneys for Defendants Township of West Orange and Township of West Orange Council By James M. Turteltaub By: Richard D. Trenk Dated: July __, 2022 Dated: July __, 2022 GREENBAUM, ROWE, SMITH & DAVIS LLP Attorneys for West Orange Senior Housing Urban Renewal, LLC a/k/a West Orange Senior Housing Urban Renewal LLC. By Robert S. Goldsmith Dated: July __, 2022