Public Meeting Agenda — Packet

this Agreement and compliant with UHAC for creditworthiness under the Fair Housing Act and the Mount Laurel doctrine. Developer shall be responsible to ensure that each Affordable Unit is created, marketed, priced, leased, operated, and maintained in compliance with UHAC, the Fair Housing Act, any applicable COAH regulations, the Township's affordable housing ordinances, the Township's Court approved affordable housing plan, the recorded deed restriction(s), this Agreement, and all applicable federal, state, county, and local law. 2.3 Obligation to Satisfy Full Affordable Housing Set Aside, Including Any Fractional Obligation 7

The Parties agree to a twenty percent (20%) affordable housing set aside for the Project if the Project contains more than ten (10) residential units. At twelve (12) total residential units, Parties acknowledge that the twenty percent (20%) set aside equals 2.4 affordable units. Accordingly, the Project shall include two (2) on site Affordable Units, and Developer shall satisfy the remaining 0.4 fractional affordable housing obligation by making a payment in lieu to the Township's Affordable Housing Trust Fund in the amount of Seventy-Two Thousand Dollars ($72,000.00), calculated as forty percent (40%) of One Hundred Eighty Thousand Dollars ($180,000.00). Such fractional payment in lieu shall be payable as a condition of, and no later than, issuance of the first residential certificate of occupancy for the Project. No temporary certificate of occupancy, certificate of occupancy, rental certificate, or other occupancy authorization for any residential unit shall issue unless and until the payment required by this Section has been paid in full, unless otherwise ordered by the Court. For any unit count other than twelve (12), if the calculation of the twenty percent (20%) set aside results in a fractional obligation of less than 0.5 of an affordable unit, the fractional obligation shall be satisfied by a payment in lieu equal to the applicable fractional portion multiplied by One Hundred Eighty Thousand Dollars ($180,000.00), payable as a condition of, and no later than, issuance of the first residential certificate of occupancy. If the calculation results in a fractional obligation greater than or equal to 0.5 of an affordable unit, the obligation shall be rounded up to the next whole Affordable Unit. No waiver, reduction, alternate satisfaction, payment-in-lieu, or rounding methodology shall be effective unless expressly set forth in this Agreement, the Ordinance, or other Township implementing ordinance and approved by the Court or other reviewing authority to the extent required. 2.4 Obligation to Bear All Expenses Associated with Creating and Maintaining Creditworthy Units Other than as specified in this Agreement, the Township shall have no financial obligations under this provision

Expenses Associated with Creating and Maintaining Creditworthy Units Other than as specified in this Agreement, the Township shall have no financial obligations under this provision to assure that the Affordable Units are creditworthy, and all associated expenses, except as set forth herein to the contrary, shall be solely borne by Developer, its successors, or assigns. Developer shall pay all associated costs of the Administrative Agent which are incurred in connection with the Inclusionary Project. Developer shall also be responsible for all professional escrow deposits, application fees, review fees, inspection fees, recording fees, administrative agent fees, and other fees or charges lawfully imposed in connection with the Project, the Affordable Units, the development application, and 8

the administration and monitoring of the Affordable Units. 2.5 Obligation to Cooperate with the Township in Its Efforts to Monitor the Units The Parties acknowledge that the Township has the obligation from time to time to generate information necessary to demonstrate that units are creditworthy. Developer and its successors, at their own expense, shall cooperate and provide all reasonable and necessary information to the Township, the Township's Municipal Housing Liaison, and the Administrative Agent regarding monitoring and reporting requirements. 2.6 Administrative Agent Developer shall work with the Township's Administrative Agent and special Mount Laurel counsel to ensure that the Affordable Units are administered in accordance with law. Developer shall be responsible for providing the Township with all information, if any, that it, the Administrative Agent, or other governmental entities may require. The Administrative Agent shall be selected, designated, or approved by the Township in accordance with UHAC and applicable law. Developer shall pay all reasonable, actual, and necessary costs charged by the Administrative Agent for administration of the Affordable Units. 2.7 Obligation to Properly Deed Restrict the Inclusionary Project Developer shall work with the Township and its Administrative Agent to record a deed restriction that is consistent with UHAC, N.J.A.C. 5:80-26.1 et seq., so that all Affordable Units in the Inclusionary Project shall have affordability controls for not less than forty (40) years because the Project is presently contemplated as a rental project. If the Project is converted to a for sale project by written amendment approved by the Township and the Court to the extent required, the Affordable Units shall have affordability controls for not less than thirty (30) years, or such longer period as may be required by applicable law. Developer shall record the deed restriction(s) and all related affordability instruments in the Essex County Clerk/Register's Office at Developer's sole cost and expense. Unless otherwise approved in writing by the Township and the Administrative Agent, such deed restriction(s) and affordability

Clerk/Register's Office at Developer's sole cost and expense. Unless otherwise approved in writing by the Township and the Administrative Agent, such deed restriction(s) and affordability instruments shall be recorded prior to issuance of any certificate of occupancy for any residential unit within the Project. Property maintenance shall be continuous. The Affordable Units shall comply with UHAC with respect to bedroom distribution, income distribution, integration within the Project, affirmative marketing, rent levels, and all other applicable requirements. In the event Developer fails to timely record the required deed restriction(s) or affordability instruments, fails to maintain the 9

Affordable Units in compliance with UHAC, or leases, rents, occupies, transfers, or otherwise permits use of any Affordable Unit in violation of the applicable affordability controls, Developer shall be responsible for all reasonable costs and expenses incurred by the Township in enforcing this Agreement and the affordability controls, including reasonable attorneys’ fees, administrative agent fees, professional fees, and court costs. In addition, to the fullest extent permitted by law and as an equitable remedy for noncompliance, Developer shall remit to the Township’s Affordable Housing Trust Fund any rent, income, or other consideration collected from any Affordable Unit during the period of noncompliance, or, at minimum, the difference between the amount actually collected and the maximum lawful affordable rent permitted under UHAC, as determined by the Township, the Administrative Agent, or the Court. 2.8 Obligation to Lease Units in a Manner That Maintains Their Creditworthiness Developer, including its successors and assigns, shall have the continuing responsibility to lease the Affordable Units in the Inclusionary Project in accordance with applicable federal, state, and local laws, UHAC, and the terms specified in this Agreement for at least forty (40) years and to maintain the Mount Laurel creditworthiness of the Affordable Units. In the event of any breach of this continuing responsibility, the Township shall have all remedies available in equity and law. No Affordable Unit shall be leased, occupied, released, transferred, or otherwise made available except to an income qualified household approved by the Administrative Agent, at a rent approved by the Administrative Agent, and pursuant to a lease form approved by the Administrative Agent to the extent required by UHAC. 2.9 Obligation Not to Challenge the Township's Fourth Round Affordable Housing Plan Developer or any affiliated entities or successors in interest will cooperate with and support the Township's request for approval of any amendment to the Township's affordable housing plan and the subsequent entry of a judgment of compliance and repose/compliance

with and support the Township's request for approval of any amendment to the Township's affordable housing plan and the subsequent entry of a judgment of compliance and repose/compliance certification, will support the settled upon fair share plan, and will not otherwise challenge the validity of the Township's affordable housing plan, so long as Developer's site and this Inclusionary Project are included within the affordable housing plan. This obligation also specifically requires Developer to support or not object to the Township's Fourth Round Plan, to the extent the Township seeks approval of its Fourth Round Plan and Developer's site and this Inclusionary Project are contained within the Fourth Round Plan. 2.10 Obligation to File Development Applications in Accordance with the Ordinance and Concept Plan 10

After the Township's adoption of the Ordinance to permit development of the Inclusionary Project, Developer shall file development applications consistent with the Concept Plan attached hereto as Exhibit A and the Ordinance attached hereto as Exhibit B. Developer shall be responsible for obtaining any and all necessary and applicable agreements, approvals, and permits from all relevant public entities and utilities, including, but not limited to, the Township, Planning Board, Essex County, Essex County Planning Board, New Jersey Department of Environmental Protection, New Jersey Department of Transportation, applicable soil conservation district, utility providers, and any other governmental authority having jurisdiction. Developer shall diligently pursue completeness, hearings, approvals, permits, outside agency approvals, construction permits, and certificates of occupancy in good faith and without unreasonable delay. 2.11 Court Approval / Fairness Hearing Trigger for Development Application The Parties acknowledge that this Agreement may be subject to approval by the Court following what is commonly known as a fairness hearing. Unless otherwise ordered by the Court, Developer's development application shall be processed following Court approval of this Agreement after a fairness hearing, to the extent required, and passage/effectiveness of the Ordinance. The adoption of the Ordinance and/or the preparation or filing of a development application shall not be required to await such fairness hearing unless the Court so orders. This Agreement does not purport to resolve all of the issues before the Court raised in the DJ Action. In the event the Court approves this Settlement Agreement, if such Court approval is required, but the Township is unable to reach a settlement with FSHC or any other person or entity, the Township is still obligated to comply with the obligations of this Settlement Agreement, including but not limited to the adoption of the Rezoning Ordinance and the duty to defend this Settlement Agreement. The Township agrees to contact the Court to request a fairness hearing be promptly scheduled, if one is required. The Township is responsible for the

defend this Settlement Agreement. The Township agrees to contact the Court to request a fairness hearing be promptly scheduled, if one is required. The Township is responsible for the preparation and cost of the notice of the Fairness Hearing. The Parties will work together to ensure that the Court approves the Agreement at the Fairness Hearing. If this Agreement is not approved by the Court following any required fairness hearing, then this Agreement shall be deemed terminated and shall be of no further force and effect, and the Parties shall return to their respective positions as if this Agreement had not been executed by the Parties, subject to any order of the Court. 2.12 Parking, Traffic, Access, and Off-Site Improvements Developer shall be responsible, at its sole cost and expense, for satisfying all parking, traffic, access, loading, refuse, utility, stormwater, pedestrian safety, and off-site improvement requirements applicable to the Inclusionary Project, including those required by the Township, 11

Planning Board, Essex County, any outside agency, or any condition of approval, except as expressly provided otherwise in this Agreement. Developer shall implement all parking, traffic, access, and off-site improvement measures agreed upon by the Parties and/or required by any approval, including: a. construction and maintenance of no fewer than nineteen (19) on-site parking spaces, with the area formerly proposed as ground floor commercial space in the Prior Application to be converted to structured/underground parking; b. purchase and annual repurchase by Developer of five (5) municipal parking permits at the standard municipal rate (to the extent the permits are available for purchase), in accordance with Paragraph 1.3(e) herein; c. installation and maintenance by Developer of a pedestrian warning device for vehicles exiting the parking garage; d. maintenance of the 5.14-foot setback from Park Drive North as shown on Developer’s concept plan; e. delivery, loading, trash pickup, private hauler, rideshare, curb management, and similar operational measures required by the Planning Board or outside agencies; and f. any other traffic, parking, access, utility, or site mitigation measures required by the Planning Board, Township professionals, Essex County, or any outside agency. The Township agrees to use reasonable efforts to assist Developer in its undertakings to obtain required approvals for the parking, traffic, access, and off-site improvements described in this Section. If Developer requests the Township's assistance regarding any required approvals, such assistance will be provided by the Township at Developer's expense, and any municipal consents or approvals required for such improvements shall not be unreasonably withheld, conditioned, or delayed where the Township has authority to issue same and where issuance is consistent with applicable law. No temporary certificate of occupancy, certificate of occupancy, rental certificate, or other occupancy authorization shall be issued until all required parking, traffic, access, utility, stormwater, safety, and off-site improvements have been completed, bonded, inspected, or otherwise addressed to the satisfaction of the Township and any outside agency