1 PLAINTIFF'Su, EXHIBIT

1 P~3:::

(L*_j

<

AMENDED AND RESTATED REDEVELOPMENT AGREEMENT

BY AND BETWEEN

THE TOWNSHIP OF CHATHAM

AND

SOUTHERN BOULEVARD URBAN RENEWAL, LLC

OCTOBER ,2020

Record and Return to:

Albert E. Cruz, Esq.

DiFrancesco, Bateman, Kunzman,

Davis, Lehrer & Flaum, P.C.

15 Mountain Boulevard

Warren, New Jersey 07059

AMENDED AND RESTATED REDEVELOPMENT AGREEMENT

THIS AMENDED AND RESTATED REDEVELOPMENT AGREEMENT (this

October, 2020 by and between the TOWNSHIP

OF CHATHAM (the "Township"), a municipal corporation and body politic of the State of New

Jersey, with an address at 58 Meyersville Road, Chatham, New Jersey 07928, and SOUTHERN

BOULEVARD URBAN RENEWAL, LLC ("the Redeveloper"), a New Jersey Limited Liability

Company established, operated and authorized to do business within the State of New Jersey, with

an address at c/o Sterling Properties, 50 East Mount Pleasant Avenue, Livingston, New Jersey

07039 (hereinafter collectively referred to as the "Parties" and individually as a "Party").

"Agreement") is entered this _day of

RECITALS

WHEREAS, the Local Redevelopment and Housing Law, N.J.S.A. 40A: 12A-1, et seq„

as amended and supplemented ("LRHL"), provides a process for municipalities to participate in

the redevelopment and improvement of areas in need of redevelopment; and

WHEREAS, the Township acts as redevelopment entity for the purpose of implementing

redevelopment plans and carrying out redevelopment projects within the Township pursuant to the

LRHL; and

WHEREAS, N.J.S.A. 40A:12A-8 authorizes the Township to enter into contracts or

agreements for the planning, construction or undertaking of any development project or

redevelopment work in an area in need of redevelopment; and

WHEREAS, pursuant to Resolution No. 2016-182, the governing body of the Township

("Township Committee") directed the Planning Board to conduct a preliminary investigation to

determine whether an approximately 3.406-acre portion ofBlock 48.16, Lot 1 17.27 (the "Original

Development Parcel"), is an area in need of redevelopment according to the criteria set forth in

N.J.S.A. 40A:12A-5, as more particularly set forth in Exhibit A, attached hereto and made a part

hereof; and

WHEREAS, on June 19, 2017, the Township Planning Board ("Planning Board") held a

properly noticed public hearing at which the Township planner presented findings resulting in a

detennination to recommend that the Original Development Parcel be designated as a non-

condemnation area in need of redevelopment, as more particularly set forth in Exhibit B, attached

hereto and made a part hereof; and

WHEREAS, on October 12, 2017 and October 26, 2017, pursuant to Resolution Nos.

2017-183 and 2017-187, respectively, the Township Committee designated the Original

Development Parcel as a non-condemnation area in need of redevelopment, as more particularly

set forth in Exhibit C, attached hereto and made a part hereof; and

WHEREAS, on December 13, 2018, pursuant to Ordinance No. 2018-22, the Township

Committee adopted the Skate Park Redevelopment Plan (the "Original Redevelopment Plan"),

providing for the redevelopment of the Original Development Parcel; and

[S003-002 1/579943/1] 1

WHEREAS, on December 13, 2018, pursuant to Resolution No. 2018-192, the Township

designated Redeveloper as the conditional redeveloper of the Original Development Parcel,

subject to the Township and Redeveloper entering into this Agreement regarding Redeveloper' s

acquisition of the Original Development Parcel from the Township and Redeveloper's

redevelopment of the Original Development Parcel, in accordance with the Original

Redevelopment Plan and the LRHL, and a Financial Agreement (as this term is hereinafter

defined); and

WHEREAS, Redeveloper's proposed development consists of a residential development

of 24 affordable housing units and related site improvements (the "Development"); and

WHEREAS, on October 21, 2019, the Planning Board granted, and on December 16,

2019, the Planning Board adopted its resolution of memorialization ("Board Resolution") for, its

approval of Redeveloper's application for site plan, minor subdivision and variance approvals for

the Development ("Site Plan/Subdivision Approval"); and

WHEREAS, on November 14, 2019, pursuant to Resolution No. 2019-214, the Township

authorized the execution of a redevelopment agreement between the Township and Redeveloper

for the Development ("Original Redevelopment Agreement"); and

WHEREAS, on December 12, 2019, pursuant to Ordinance No. 2019-20, the Township

authorized the execution of a financial agreement pursuant to the Long Term Tax Exemption Law,

N.J.S.A. 40A:20-1 et seq. between the Township and Redeveloper for the Development

("Financial Agreement"); and

WHEREAS, the Original Redevelopment Agreement, at Section 2.4, provided for the

amendment of the Original Redevelopment Plan, the Original Redevelopment Agreement, and any

necessary Governmental Approvals (as this term is hereinafter defined), so as to exclude the

freshwater wetlands and associated transition areas from the Original Development Parcel; and

WHEREAS, that portion of the Original Development Parcel which does not include the

freshwater wetlands and associated transition areas ("Property") is approximately 1.04 acres in

area, is proposed to have an address of 41 1 Southern Boulevard and be designated as Lot 1 17.28

in Block 48.16 on the Township tax maps, and is more particularly described and set forth in

Exhibit D, attached hereto and made a part hereof; and

WHEREAS, on May 28, 2020, pursuant to Ordinance No. 2020-04, the Township adopted

an amended redevelopment plan which allows for the subdivision of the freshwater wetlands and

associated transition areas from the Original Development Parcel so as to create the Property for

the Development ("Amended Redevelopment Plan," and together with the Original

Redevelopment Plan, the "Redevelopment Plan"), as more particularly set forth in Exhibit E,

attached hereto and made a part hereof; and

WHEREAS, on August 17, 2020, the Planning Board granted, and on September 14, 2020,

the Planning Board adopted its resolution of memorialization ("Amended Board Resolution") for,

its approval of Redeveloper's application for amended minor subdivision approval for the

Development, which subdivides the freshwater wetlands and associated transition areas from the

[S003-0021/579943/1] 2

Original Development Parcel so as to the create the Property for the Development ("Amended

Subdivision Approval"); and

WHEREAS, Redeveloper is not seeking any low-income housing tax credit financing for

the Development and is instead investing a substantial amount of its own equity into the

Development; and

WHEREAS, the Township recognizes the credentials, experience and financial ability of

the Redeveloper to design and construct the Development; and

WHEREAS, Redeveloper and the Township have agreed to enter into this Agreement for

the purposes of incorporating the Amended Redevelopment Plan and amending certain provisions

of the Original Redevelopment Agreement that are no longer applicable.

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and

agreements contained herein, and other good and valuable consideration, the receipt and

sufficiency of which are hereby accepted and acknowledged by each of the Parties, the Parties

hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1. Defined Terms.

The Parties agree that, unless the context otherwise specifies or requires, in addition to the

terms defined above, the following terms shall have the respective meanings specified below and

such definitions shall be applicable equally to the singular and plural forms of such terms.

"Administrative Agent" has the meaning set forth in Section 14.17.

"Affected Party" has the meaning set forth in Section 7.9.

"Affordable Units" has the meaning set forth in Section 14.17.

"Amended Subdivision Approval" has the meaning set forth in the Recitals.

"Applicable Law" means any and all federal, state, county and local laws, rules,

regulations, statutes, ordinances, permits, resolutions, judgments, orders, decrees, directives,

interpretations, standards, licenses, approvals, and similarly binding authority, applicable to the

Development or the performance by the Parties of their respective obligations or the exercise by

the Parties of their respective rights in connection with this Agreement.

"Certificate of Completion" means a written certificate, in recordable form, issued by the

Township in accordance with Section 4.5 of this Agreement, which shall acknowledge that

Redeveloper has performed all of its duties and obligations pursuant to this Agreement relative to

the Development, whose issuance shall serve to release the Development and Redeveloper from

all terms, obligations and conditions contained in this Agreement and in the Applicable Law, with

[5003-0021/579943/1] 3

the exception of the deed restriction for the Affordable Units, as set forth in Section 14.17 and

Exhibit N.

"Certificate of Occupancy" means a Certificate of Occupancy, as defined in the Uniform

Construction Code at N.J.A.C. 5:23-1.4, and as may be issued by the Township relative to the

Development, or a particular unit, aspect or portion of the Development, if applicable, indicating

that the Development, or such unit, aspect or portion of the Development, has been completed in

accordance with the construction permit, the Uniform Construction Code and any Applicable Law.

"Claims" has the meaning set forth in Section 9.1.

"Commencement Date" Subject to the terms herein, the commencement date for

construction shall be thirty (30) days after the receipt by Redeveloper from the Township of a

building permit authorizing physical construction of new development upon the Property, as well

as receipt by Redeveloper of all applicable Governmental Approvals.

"Completion", "Complete" or "Completed" means: (i) that all work related to the

Development in its entirety has been completed, acquired and installed in accordance with the

terms of this Agreement, the Redevelopment Plan, the Government Approvals, and in compliance

with all Applicable Laws so that the developed Property may be used and operated under the

applicable provisions of this Agreement, and (ii) that all peimits, licenses and approvals required

for the Development are in full force and effect. Completion shall be evidenced by the issuance of

a Certificate of Completion. Subject to the Township's reasonable discretion, the Development

may be deemed "Complete" notwithstanding that certain immaterial portions of the work remain

to be completed, as long as (a) Redeveloper has prepared and delivered to the Township a list of

items requiring completion or correction ("punch list") by Redeveloper in order for Redeveloper

to fully comply with the terms of this Agreement, (b) such "punch list" items have been reasonably

agreed to by the Township, and (c) such "punch list" items are reasonably capable of being

completed within ninety (90) days of the date of Completion. Punch List items shall not prohibit

the issuance of a temporary Celtificate of Occupancy.

"Construction Phase" means the sequence in the Development from the issuance of a

building permit for the construction of the Development until the issuance of a Certificate of

Occupancy, subject to the phasing requirements set forth in Section 2.2.

"Declaration" has the meaning set forth in Section 6. 3.A.

"Deed-Restriction Period" has the meaning set forth in Section 14.17.

"Development" means the development of the Improvements, including the 2-story

building, on and around the Property, as shown and as depicted in the Redeveloper's site plan

attached hereto and made a part hereof as Exhibit F.

"Development Schedule" means the schedule attached hereto and made a part hereof as

Exhibit G, which designates the order of and timeframes for the permitting and construction of

the Improvements on the Property.

"Dixiedale Development" has the meaning set forth in Section 2.2.

[S003-0021/579943/1] 4

"Effective Date" means the date upon which this Agreement has been executed by the

Redeveloper or the Township, whichever is last.

"Event of Default" has the meaning set forth in Section 7.1

"Final Approvals" shall have the meaning set forth in N.J.S.A. 40:55D-4 and shall mean

un-appealable for any and all appeals filed shall have been denied.

"FSHC" has the meaning set forth in Section 2.6.

"FSHC Fee Reimbursement" has the meaning set forth in Section 4.7. E.

"FSHC Settlement Agreement" has the meaning set forth in Section 2.6.

"Force Majeure" has the meaning set forth in Section 7.9.

"Governmental Approvals" means all Final Approvals necessary to construct the

Development, including any approvals, authorizations, permits, licenses or certificates required

and issued or granted by any Governmental Authority having jurisdiction necessary to implement

and Complete the Development in accordance with the Redevelopment Plan, Applicable Law and

this Agreement, including, but not limited to, the Site Plan/Subdivision Approval, and the

Amended Subdivision Approval.

"Governmental Authorities" (or individually, a "Governmental Authority") means

airy federal, state, county or local agency, department, commission, authority, court, or tribunal

and any successor thereto, exercising executive, legislative, judicial, or administrative functions

of or pertaining to government.

"Impositions" means all taxes, payments in lieu of taxes, assessments (including, without

limitation, all assessments for public improvements or benefits), water, sewer or other rents, rates

and charges, connection fees, license fees, permit fees, inspection fees and other authorization fees

and charges, in each case, whether general or special, which are levied upon any portion of the

Property or on any of the Improvements constructed thereon.

"Improvements" means all buildings, structures and appurtenances including, without

limitation, facilities and amenities, telecommunications equipment, surface parking,

infrastructures, roads, fill, utilities, water and sewer connections, catch basins, curbs, site lighting,

traffic striping, signage and demarcations, fire hydrants, retaining walls, sidewalks, walkways,

landscaping, open space and related improvements, and all other improvements constructed on or

installed upon or within, or to be constructed on or installed upon or within, the Property and the

streets immediately abutting the Property. Neither the Township, or its boards or departments,

shall require Redeveloper to provide any improvements beyond those required in the site plan to

be approved as part of the Final Approvals, which site plan is attached hereto as Exhibit F, or as

otherwise provided in this Agreement.

"Indemnified Parties" has the meaning set forth in Section 9.1 .

"Infrastructure Improvements" shall mean the preparation and installation on, in, under

and to the Property of site work and the building foundations, on-site and off-site roads and

[5003-0021/579943/1] 5

improvements required in connection with permits and approvals for such improvements, all

consistent with the requirements of the Governmental Approvals and Applicable Laws.

"MLUL" has the meaning set forth in Section 3.1 .

"Off-tract" means all Improvements not on the Property, and any incidental work

associated therewith, necessary for the construction of the Development or Development

Improvements, and/or as may be required in connection with Governmental Approvals, including,

but not limited to, environmental remediation, roadways, storm drainage, sewers and utilities,

wetlands mitigation, filling land, material storage and other similar ancillary off-site functions.

"Performance or Maintenance Guarantees" means the performance or maintenance

guarantees required for the Development as defined by the Municipal Land Use Law, N.J.S.A.

40:55D-1 et seq.

"Public Improvements" means any Infrastructure Improvements and upgrades such as

streets, grading, pavement, gutters, curbs, sidewalks, street lighting, surveyors' monuments, water

mains, culverts, storm and sanitary sewers, drainage structures, erosion control and sedimentation

devices, open space, and landscaping required under Final Approvals memorialized by the

Planning Board that will be dedicated to the Township pursuant to Applicable Law.

"Qualified Entity" has the meaning set forth in Section 2.7.B.

"Redeveloper" means Southern Boulevard Urban Renewal, LLC, and its successors,

transferees, and assigns.

"UHAC" means the Uniform Housing Affordability Controls, N.J.A.C. 5:80-26.1 et

seq.. as same may be amended, or any successor laws or regulations.

1.2 Interpretation and Construction. In this Agreement, unless the context otherwise

requires:

(a) The terms "hereby", "hereof", "hereto", "herein", "hereunder" and any similar terms, as

used in this Agreement, refer to this Agreement.

(b) Words importing a particular gender mean and include correlative words of every other

gender and words importing the singular number mean and include the plural number and vice

versa.

(c) Unless otherwise noted, the tenns "include," "includes" and "including" when used in

this Agreement shall be deemed to be followed by the phrase "without limitation."

(d) Any headings preceding the texts of the several Articles and Sections of this Agreement,

and any table of contents or marginal notes appended to copies hereof, shall be solely for

convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its

meaning, construction or effect. Any references to Articles and Sections in this Agreement shall

be deemed to be references to the Articles and Sections in this Agreement except or unless the

context or express tenns of this Agreement may otherwise provide, specify or dictate.

[S003-002 1/579943/1] 6

(e) Counting of Pays; Saturday, Sunday or Holiday. The word "days" as used in this

Agreement shall mean calendar days unless a contrary intention is stated, provided that if the final

date of any period provided in this Agreement for the performance of an obligation or for the

taking of any action falls on a day other than a Business Day, then the time of such period shall be

deemed extended to the next Business Day. The term "Business Day" as used herein means any

day other than a Saturday, a Sunday, or a day on which banks generally and public offices are not

open under the laws of the State of New Jersey.

(g) Any reference to Applicable Laws or any Applicable Law shall be read to mean the

Applicable Law as amended from time to time except where Redeveloper's obligation to comply

was satisfied prior to the amendment.

(h) The Recitals contain statements of fact and/or expressions of intention and are

incorporated into and made part of the substance of this Agreement.

ARTICLE 2

DESCRIPTION OF THE DEVELOPMENT

2.1. Purpose; Designation as Redeveloper. The purpose of this Redevelopment

Agreement is to set forth the respective rights, obligations, conditions and agreements of the

Township and Redeveloper in connection with the development of the Property by Redeveloper.

The Township hereby affirms and agrees that Redeveloper is designated and appointed as the

exclusive redeveloper of the Property. In connection with such designation and appointment,

Redeveloper has the exclusive right to perform and to have others perform any and all

redevelopment activities on and about the Property as permitted in the Redevelopment Plan. Each

of the Parties agrees that all redevelopment on and about the Property will only be authorized and

may only be undertaken by Redeveloper under the framework and in accordance with the terms of

this Agreement and the Redevelopment Plan. Further, the Township agrees that, absent a Default

by Redeveloper, it will not negotiate or entertain for the provision of another redeveloper or

developer for the Property or any portion thereof.

2.2. The Development. The Development may only include those uses permitted under

the Redevelopment Plan as approved by the Governmental Approvals. The Development will

provide 24 affordable residential apartments within a single 2-story apartment building and will

include the Improvements set forth in Exhibit F. The Development will be developed in

accordance with the Development Schedule attached hereto as Exhibit G, subject to potential

modification in accordance with Section 2.5. Redeveloper shall have the right to accelerate the

time frames set forth in the Development Schedule at Redeveloper's option, should field conditions

and market conditions provide Redeveloper the opportunity to do so. The Parties agree that the

Development may be modified by the Redeveloper and the Planning Board, with Redeveloper's

consent, as part of the site plan approval process and in accordance with Section 2.3 hereinafter.

[S003-0021/579943/1] 7

Notwithstanding the Development Schedule attached hereto as Exhibit G, Section 2.5 of

this Agreement, or the Force Majeure provisions of this Agreement, the construction of the

Development must be undertaken in tandem with the market-rate residential development

("Dixiedale Development") to be constructed on the property designated on the Township tax

maps as Lot 1 in Block 66, according to the following phasing schedule: (a) Redeveloper must

submit a building permit application for the Development by the time the first certificate of

occupancy is issued for the Dixiedale Development; (b) Redeveloper must complete the

foundation for the Development by the time forty (40%) percent of the Dixiedale Development is

completed; and (c) tire certificate of occupancy for the Development must be issued by the time

seventy (70%) percent of the Dixiedale Development is completed. Township agrees to cooperate

with Redeveloper to ensure that the building permits and certificates of occupancy for the

Development and the Dixiedale Development are issued in a timely manner.

2.3. Development Design. The Development shall be designed in accordance with the

Redevelopment Plan and Governmental Approvals. Any modifications that would trigger a "d"

variance pursuant to N.J.S.A. 40:55D-70(d) shall require the Redeveloper to seek an amendment

to the Redevelopment Plan, which amendment may be approved by the Township if the Township

detennines, in its sole discretion, that such amendment is generally consistent with the goals and

objectives of the Redevelopment Plan and is not otherwise detrimental to the Redevelopment Plan

or the community. Any modifications from the Redevelopment Plan that would be deemed a

"design waiver" which shall be considered as the equivalent of and akin to the provisions of a "c"

variance pursuant to N.J.S.A. 40:55D-70(c), shall be submitted to the Planning Board for

consideration as part of an amended site plan application by Redeveloper.

2.4. Amendment of Development and Design Concepts. Design concepts for the

Development may be modified by Redeveloper from time to time, as approved by the Parties, to

reflect additional detail and information, as such detail and information becomes available, or to

reflect or accommodate the requirements of any Applicable Law, or to take into account

engineering/construction considerations which render the then-existing design concepts

impractical.

It is acknowledged by the Parties that certain specific elements of the Development as shall

be approved by the Township and its consultants, including but not limited to exterior building

materials, quality of exterior finishes and designs, exterior architectural elements, and landscaping

features, are material consideration for the Township's approval of the Development, and

Redeveloper is obligated under this Agreement to construct the Development in accordance with

such specific exterior elements and/or materials as have been approved under the Final Approval.

The Redeveloper shall be permitted to substitute materials, equipment and fixtures included in and

to be used in constructing the Development so long as of the same or similar quality to those

described in the plans and specifications for the Development, subject to the review and approval

of the Township Engineer.

2.5. Development Milestones. The Redeveloper shall construct the Development in

accordance with the Development Schedule attached hereto as Exhibit G subject to extension

based on an event of Force Majeure, as defined in Section 7.9 of this Agreement. If the

[S003-002 1/579943/ 1J 8

Redeveloper is unable to meet any date set forth on the Development Schedule, Redeveloper shall

provide notice to the Township stating: (i) the reason for the inability to complete the task in

accordance with the applicable date, (ii) Redeveloper's proposed method for minimizing such

delay, (iii) Redeveloper's anticipated schedule for completing such task, and (iv) the method or

methods by which Redeveloper proposes to achieve subsequent tasks and anticipated dates if

different from dates in the Development Schedule. The Township shall approve appropriate

modifications to the Development Schedule if the reason for the inability to complete a certain

task is attributed to an event of Force Majeure or other reasonable good cause, and the

Development Schedule shall be adjusted accordingly.

2.6. Development Rent Roll. Redeveloper acknowledges that its initial rent roll ("Rent

Roll") for the Development is set forth in Exhibit H, which is attached hereto and made a part

hereof. Redeveloper further acknowledges that the Development, including the Rent Roll, is

subject to Paragraph 14 of that certain settlement agreement between the Township and the Fair

Share Housing Center ("FSHC"), dated December 13, 2018 (as may be amended from time to

time, the "FSHC Settlement Agreement") and the relevant portions of tire Uniform Housing

Affordability Controls, N.J.A.C. 5:80-26.1 et seq. ("UHAC"), which is attached hereto and made

a part hereof as Exhibit I.

2.7. Qualified Entities.

A. The Development will, at Redeveloper's option, be developed, in whole or in part, by

(i) Redeveloper, (ii) any partnership, corporation, limited liability company or other legal entity to

which Redeveloper and/or any affiliate of Redeveloper possesses a controlling interest; or (iii)

other "Qualified Entity" as determined by the Township pursuant to this Section.

B. A "Qualified Entity" is a partnership, corporation, limited liability company or other

legal entity which has demonstrated to the satisfaction of the Township, in the Township's sole

and absolute discretion, that:

It has the financial ability to undertake the development, construction and operation

of the Property in question, including, without limitation, the capacity to obtain

financing, to provide appropriate security (such as performance and completion

bonds) and to otherwise satisfy its obligations with respect to the development of

the Property;

It is able to comply with and conform to all of the provisions of this Agreement as

they relate to the development of the Property and expressly assumes all such

obligations;

No petition under federal bankruptcy laws or any state insolvency law has been

filed by or against, nor has a receiver, fiscal agent or similar officer been appointed

by a court for the business or property of such entity, or any partnership in which

such entity was or is a general partner or any entity in which such entity was or is

an officer or principal manager and the holder, directly or indirectly of an

ownership interest in excess often (10%) percent (and, in the case of an involuntary

(i)

(ii)

(iii)

[S003-0021/579943/1] 9

proceeding, such proceeding has not been terminated within sixty (60) days of its

commencement) within the ten (10) full calendar years preceding the date of

submission of such entity's application for consideration as a Qualified Entity;

Such entity and its principals, directors, officers, partners, shareholders, and

members, individually, have not been convicted in a criminal proceeding, and none

of them are a named subject in a pending criminal proceeding, (excluding traffic

violations or other similar minor offenses), and, to the best of the knowledge and

belief of the principals, directors, officers, partners, shareholders, and members of

such entity, is not a target of or a potential witness in a criminal investigation;

Such entity and its principals, directors, officers, partners, shareholders, and

members, individually, have not been, directly or beneficially, a party to or

beneficiary of any contract or agreement with the Township or Redeveloper which

has been terminated due to a default by such individual, partnership or entity or

which is currently the subject of a dispute in which the Township or Redeveloper

alleges such default, nor is such individual, partnership or entity an adverse party

in any currently pending litigation involving the Township or Redeveloper;

Such entity and its principals, directors, officers, partners, shareholders, and

members, individually, have not been found in any civil or criminal action in or by

a court or agency of competent jurisdiction to have violated any Federal or State

law or regulation relating to the sale of securities or commodities or been enjoined

from engaging in any trade or business for any reason;

Such entity and its principals, directors, officers, partners, shareholders, and

members, individually, have not violated any Township, State, or Federal ethics

law and entering into the proposed transaction with Redeveloper and the Township

will not cause any such violation or result in a conflict of interest; and

(iv)

(v)

(vi)

(vii)

(viii) It shall comply with any other conditions that the Township may find reasonably

necessary in order to achieve and safeguard the purposes of the Redevelopment

Plan.

C. Qualified Entity Approval Process. The Redeveloper shall provide written notice to

the Township of any entity which Redeveloper desires be approved by the Township as a Qualified

Entity. Within thirty (30) calendar days after the date of such notice from Redeveloper, the

Township shall provide written notice to Redeveloper either: I) requesting additional information

concerning the proposed entity, 2) approving such entity as a Qualified Entity, or 3) refusing to

approve of such entity as a Qualified Entity, setting forth the basis for such denial, with reference

to the conditions set forth in Section B(i) through (viii) above. Approval by the Township of an

entity as a Qualified Entity shall authorize such entity to be considered a Redeveloper or hold a

beneficial interest in Redeveloper. In the event of a denial by the Township of an entity as a

Qualified Entity as provided above, or in the event the Township requests additional information,

Redeveloper may resubmit its request to the Township that the subject entity be approved as a

Qualified Entity, and Redeveloper shall in such resubmitted request set forth additional

[S003-0021/579943/1] 10

information and/or such reasons that demonstrate why Redeveloper believes the subject entity to

be a Qualified Entity. Within fifteen (15) calendar days after the date of such further request from

Redeveloper, the Township shall provide written notice to Redeveloper stating whether the

Township approves of such entity as a Qualified Entity and, if the Township does not approve of

such entity as a Qualified Entity, such denial must be based on specific conditions set forth in

Section B(i) through (viii) above, as specifically identified by the Township.

ARTICLE 3

PROCEDURES GOVERNING REVIEW AND APPROVAL

OF APPLICATION FOR REDEVELOPMENT DEVELOPMENT

3.1. Procedures; General. The development process for the Development shall be in

accordance with Applicable Law, including, but not limited to, the Redevelopment Plan and the

applicable Township land development regulations. Nothing herein is intended to restrict the

exercise of the Planning Board's governmental authority with respect to applications for site plan

approval under duly adopted rules and regulations or to in any way alter the procedures established

for challenging the exercise of such authority pursuant to the Municipal Land Use Law, N.J.S.A.

40:55D-1 et seq. ("MLUL"). This procedure shall be used for all development applications by the

Redeveloper.

3.2. Other Governmental Approvals. It is acknowledged by the Parties that it may be

necessary for the Redeveloper to obtain Governmental Approvals or permits from other

governmental agencies in order to undertake the Development. The Redeveloper agrees that it will

take all necessary steps to prepare and apply for and proceed diligently to obtain any needed

permits and Governmental Approvals for the Development in a timely fashion and utilizing

commercially reasonable efforts. The Township agrees to provide any pertinent infonnation in its

possession and to provide any reasonable assistance, without cost or expense to the Township,

which may be required of it to enable Redeveloper to properly apply for and obtain such peimits

or Governmental Approvals in a timely fashion, including making applications in the name of the

Township if requested by Redeveloper or if required by law to do so. The Township agrees to

support and endorse any applications for any Governmental Approvals required for the

Development. Redeveloper shall upon request report to the Township on a quarterly basis the

status of such applications and Governmental Approvals.

ARTICLE 4

CONSTRUCTION OF DEVELOPMENT

4.1. Reports on Progress. The Redeveloper shall submit to the Township a quarterly

report in writing concerning the actual progress of the Redeveloper with respect to construction of

the Development. The work and construction activities of the Redeveloper shall be subject to

inspection by the Township at reasonable times and upon reasonable notice to the Redeveloper.

4.2. Redeveloper Responsible for Construction ofAll Improvements. The Redeveloper

agrees and acknowledges that it shall be solely responsible for the construction of the on-site and

[5003-0021/579943/1] 11

off-site improvements related to the Development, in accordance with Applicable Law.

Redeveloper further acknowledges and agrees that the Commencement Date shall not occur until

after Redeveloper has acquired the Property (and obtained all necessary Governmental Approvals

for the Development).

The Redeveloper agrees and

acknowledges that it shall not unreasonably interfere with the operations of the adjacent Township

police department and/or the Township department ofpublic works during the construction of the

Development, including, but not limited to, parking and ingress and egress. Redeveloper also

agrees to fund any reasonable traffic control measures as and if necessary to avoid any

unreasonable interference with these operations during the construction of the Development. The

Parties shall agree upon a reasonable construction phasing schedule prior to the Commencement

Date.

4.3. No Interference with Municipal Operations.

4.4. Suspension of Construction.

A. The Redeveloper shall not suspend or discontinue the performance of its obligations

under this Agreement (other than in the manner provided for herein) for any reason, including,

without limiting the generality of the foregoing, any acts or circumstances that may constitute

failure of consideration, commercial frustration ofpurpose, or any damage to or destruction of the

Development or Property, except for an event of Force Majeure.

B. If the Redeveloper shall abandon or substantially suspend construction activities on the

Development for a period in excess of ninety (90) consecutive days for reasons other than an

extension pursuant to Section 2.5 or an Uncontrollable Circumstance, and die suspension or

abandonment is not cured, remedied or explained in writing within thirty (30) calendar days after

written demand by the Township to do so, or such as period of time as reasonably necessary and

appropriate, then such shall constitute an Event of Default by the Redeveloper under this

Agreement and the Township shall have the right to seek any remedies pursuant to this Agreement

and all other remedies available to the Township at law or in equity.

4.5. Certificates of Occupancy and Certificate of Completion.

A. Upon Completion of the construction of the Improvements, in accordance with the

Governmental Approvals, the Redeveloper may apply to the Township for a Certificate of

Occupancy for the Development.

B. Simultaneously with the Township's issuance of a Certificate of Occupancy for the

Development, for purposes of releasing the restrictions referenced in this Agreement, and under

the Applicable Law(s), the Township shall promptly issue a Certificate of Completion in proper

form for recording, substantially in the form annexed hereto and made a part hereof as Exhibit J,

which shall acknowledge that the Redeveloper has performed all of its duties and obligations

under this Agreement and has completed construction of the Development in accordance with

the requirements of the Applicable Law(s), the Redevelopment Plan and this Agreement. The

Certificate of Completion shall constitute a recordable conclusive determination of the

satisfaction and termination of the restrictions, obligations and covenants contained in this

[S003-0021/579943/1] 12

Agreement and in the Redevelopment Plan with respect to the Redeveloper's construction of the

Development. Upon issuance of a Certificate of Completion: (a) the agreements restrictions and

covenants set forth in Section 6 hereof shall cease and terminate, except for those covenants and

restrictions set forth in Section 6 hereof which shall survive in accordance with the terms of

Section 6, and (b) the conditions determined to exist at the time the Property was determined to

be in need of redevelopment shall be deemed to no longer exist. If the Township shall fail or

refuse to provide the Certificate of Completion within thirty (30) days after written request by

the Redeveloper, the Township shall provide to the Redeveloper a written statement setting forth

in detail the respects in which it reasonably believes that the Redeveloper has failed to complete

the Development, in accordance with the provisions of this Agreement or is otherwise in default

under this or any other applicable agreement and what reasonable measures or acts shall be

necessary in order for the Redeveloper to be entitled to a Certificate of Completion. Upon receipt

of the Certificate of Completion, the Redeveloper may record it in the County Clerk's office.

4.6. Design Elements. The Development shall comply with the requirements in the

Redevelopment Plan, and the Government Approvals, including but not limited to the building lot

requirements, parking and design standards.

4.7. Contribution to Costs and Financial Obligations.

A. Escrow Fees. It is acknowledged that, as of September 18, 2020, there is an escrow

balance in the amount of $4,635.60 in the escrow account held by the Township to cover the

Township's professional fees associated with the Development that are not addressed by provisions

of the MLUL.

B. Township Costs. Township Costs shall include, but not be limited to any reasonable

and necessary fees and costs of any professional consultant, contractor or vendor retained by the

Township from the Effective Date to complete due diligence with respect to the terms of this

Agreement or other ancillary agreements between the Parties and for legal, engineering, planning,

financial consultant and other fees in completing oversight and assistance in the implementation

of the Development and in preparing documentation necessary to memorialize the agreements of

the Parties including attorneys, engineers, planners and financial consultants, among others, and

all other out-of-pocket costs and expenses of the Township incurred in its assistance in

implementation, facilitation or defense of the Redevelopment Plan and/or this Agreement, or a

challenge to any Governmental Approvals for the Development, pursuant to the LRHL (N.J.S.A.

40A:12A-8), prior to issuance of a Certificate of Completion.

C. Procedure. The Township shall provide the Redeveloper with invoices setting forth

Township Costs incurred subsequent to the Effective Date, on a monthly basis. Within thirty (30)

days of the receipt by the Redeveloper of written notice from the Township that the amount in the

escrow account has decreased to five thousand dollars ($5,000), the Redeveloper shall replenish

the escrow account with the Township to the amount of ten thousand dollars ($10,000). If the

Township Costs incurred exceed the amount in the escrow account, the Redeveloper will pay such

costs upon thirty (30) days written notice from Township that such costs are due. In the event that

Redeveloper disputes a request for payment by the Township, Redeveloper shall provide written

[S003-002 1/579943/1] 13

notice of its objection within thirty (30) days of receipt of the request, which written notice shall

set forth the basis for the objection and the amount disputed. Following delivery of a timely

objection, the Parties shall negotiate in good faith in an effort to resolve the dispute. If not resolved

by negotiation, the Redeveloper may appeal the matter to the Morris County Construction Board

ofAppeals, during which time the invoice(s) will remain unpaid unless a final decision is rendered

in favor of the Township. Upon termination or expiration of this Agreement, all funds in the

Escrow Account shall be paid to Redeveloper. The Redeveloper acknowledges that the payment

of the Township Costs is a material condition of this Agreement and that Redeveloper's failure to

pay the Township Costs (outside of the dispute process set forth in Section 4.5. C herein) shall be

subject to the provisions of Article 7 hereof.

D. Planning Board Requirements. The Parties acknowledge and agree that Redeveloper

has posted with the Planning Board all such application, escrow and inspection fees necessary to

reimburse the Planning Board for its professional, expert, engineering and legal costs incurred in

the application review and determination process for the Development in accordance with the

provisions of the MLUL. The Redeveloper has also complied with the applicable requirements

and conditions of any approvals by the Planning Board for the Development, including, but not

limited to, performance and maintenance guarantees, inspection fees, a safety and stabilization

bond authorized pursuant to Township Ordinance Section 30-61.4, and a developer's agreement

regarding such approvals.

E. FSHC Fee Reimbursement. The Parties acknowledge and agree that Redeveloper has

paid $15,000 to the Township to reimburse the Township for the Township's prior payment of

FSHC's attorney's fees and costs, in accordance with Paragraph 23 of the FSHC Settlement

Agreement ("FSHC Fee Reimbursement").

4.8. Financial Agreement. The Parties acknowledge that in November, 201 9, Redeveloper

submitted to the Township an application ("Financial Agreement Application") for the Township's

approval of the Financial Agreement for the Development, in accordance with the Long Term Tax

Exemption Law, N.J.S.A. 40A:20-1 et seq., and that the Township approved the Financial

Agreement Application and the Financial Agreement on December 12, 2019, pursuant to

Ordinance 2019-20. The Parties further acknowledge and agree that the appeal period for

Ordinance 2019-20 has expired, with no appeal of same having been filed. To the extent that an

amendment to the Financial Agreement is required to incorporate the Amended Redevelopment

Plan and/or this Agreement, the Parties agree to cooperate in good faith to promptly prepare such

an amendment for approval by the Township Committee.

4.9. Maintenance of the Redevelopment Area. Following commencement of physical

construction of the Development Improvements, the Redeveloper will maintain all areas of the

Property, including the buildings, parking areas, landscaping, and all such issues identified in the

property maintenance code of the Township.

4.10. Access to the Property. During the course of construction of the Development

Improvements, and upon thirty-six (36) hours' prior written notice to Redeveloper (except in the

event of a fire or police emergency, where no such prior written notice will be required), the

[S003-002 1/579943/1] 14

Township and its authorized representatives shall have the right to enter the Property during

regular business hours to inspect the Development Improvements and any and all work in progress

for the purpose of furthering its interest in this Agreement. In no event shall the Township's

inspection of the Development Improvements (or any construction activities related thereto) be

deemed acceptance of the work or be deemed to waive any right the Township has under this

Agreement, nor shall it create any hardship upon the Redeveloper and/or interfere with or cause

delay to construction.

ARTICLE 5

CONVEYANCE OF TOWNSHIP PROPERTY

5.1. Purchase and Sale Agreement for Conveyance. The Township holds title to the

Property, which is required to be conveyed to the Redeveloper for the Development. The Township

agrees to convey the Property to the Redeveloper for and in consideration of the purchase price of

one ($ 1 .00) dollar, as set forth in the Purchase and Sale Agreement between the Township and the

Redeveloper, the form of which is attached hereto and made a part hereof as Exhibit K, and upon

satisfaction of the covenants, contingencies and agreements herein contained to be performed by

the Redeveloper and Township prior to closing.

A. "As is" and "Where is" Condition of Property. Redeveloper agrees to accept the

Property in "as is" and "where is" condition and Redeveloper acknowledges that it has performed

the necessary due diligence regarding the environmental condition of and the title to the Property

to accept the Property "as is" and "where is."

B. Deed. Pursuant to the terms and conditions of the Purchase and Sale Agreement, the

Property shall be deeded to the Redeveloper by Bargain and Sale Deed with covenant against

grantors acts. The Deed shall contain such restrictions, covenants and conditions as may be

required under the terms of the Purchase and Sale Agreement, Redevelopment Plan, and this

Agreement.

C. Contingencies. In addition to any contingencies stated elsewhere in this Agreement or

the Purchase and Sale Agreement, the obligation of the Township to convey the Property to the

Redeveloper shall be subject to all of the following conditions, but in no event shall the closing on

the Property occur later than the date of the closing for the financing for the Property:

The Redeveloper shall have provided reasonable documentation of its ability to

finance the construction of the Development.

The Redeveloper shall have received the Governmental Approvals required for the

conveyance of the Property. Notwithstanding the above, however, the Township

may convey the Property to the Redeveloper prior to the expiration of the appeal

period for the Amended Subdivision Approval, at the option of Redeveloper in its

sole discretion.

The Redeveloper shall have paid all outstanding costs related to and required for

the conveyance of the Property.

1.

2.

3.

[S003-0021/579943/1] 15

The Redeveloper shall have performed and complied in all material respects with

the covenants and conditions required under this Agreement to be performed or

complied with prior to the conveyance of the Property.

All of the representations and warranties of the Redeveloper contained in this

Agreement and its application to the Township, shall have been time and correct in

all material respects when made, and shall be true and correct in all material

respects as of the date of the conveyance of the Property as ifmade at and as of that

date.

4.

5.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES

6.1. Redeveloper's Representations and Warranties. The Redeveloper hereby

represents, warrants to and covenants with the Township that:

A. Organization. The Redeveloper is a limited liability company duly formed, validly

existing and in good standing under the laws of the State of New Jersey with all requisite power

and authority to enter into this Agreement. The Redeveloper's ownership structure is attached

hereto and made a part hereof as Exhibit L.

B. Authorization; No Violation. The execution, delivery and performance by the

Redeveloper of this Agreement has been duly authorized by all necessary action and will not

violate the certificate of formation, operating agreement or any other formation or operating

document of the Redeveloper or result in the breach of or constitute a default under any loan or

credit agreement, or other material agreement to which the Redeveloper is a party or by which the

Redeveloper may be bound or affected.

C. Valid and Binding Obligations. The person executing this Agreement on behalf of the

Redeveloper has been duly authorized and empowered and this Agreement has been duly executed

and delivered by the Redeveloper and constitutes the valid and binding obligation of the

Redeveloper.

D. Litigation. No suit is pending against the Redeveloper which could have a material

adverse effect upon the Redeveloper's performance under this Agreement or the financial condition

or business of the Redeveloper. There are no outstanding judgments against the Redeveloper that

would have a material adverse effect upon the Redeveloper or which would materially impair or

limit of the ability of the Redeveloper to enter into or carry out the transactions contemplated by

this Agreement.

E. No Conflicts. This Agreement is not prohibited by and does not conflict with any other

agreements, instruments, judgments or decrees to which the Redeveloper is a party or is otherwise

subject.

F. No Violation of Laws. As of the Effective Date, the Redeveloper has not received any

notices asserting any noncompliance in any material respect by the Redeveloper with applicable

[S003-0021/579943/1] 16

statutes, rules and regulations of the United States, the State ofNew Jersey or ofany agency having

jurisdiction over and with respect to the transactions contemplated in and by this Agreement, which

would have a material adverse effect on the Redeveloper's ability to perform its obligations under

this Agreement. The Redeveloper is not in default with respect to any judgment, order, injunction

or decree of any court, administrative agency, or other Governmental Authority, which is in any

respect material to the transactions contemplated hereby.

G. Qualifications of the Redeveloper. The Redeveloper is fully experienced and properly

qualified to undertake the responsibilities and perform the work provided for in, or contemplated

under, this Agreement and it is properly equipped, organized and in good financial standing so as

to perform all such work and undertake all such responsibilities hereunder.

H. No Speculation. The Redeveloper covenants that consistent with its prior business

practices its undertakings pursuant to this Agreement are intended to be for the purpose of

redevelopment of the Property and not for speculation in laird holding.

I. Condition and Title of Property. The Redeveloper acknowledges that it has conducted

the proper due diligence with respect to the environmental condition of and title to the Property

and that it is satisfied with both the environmental condition of the Property and the marketability

of title to the Property.

6.2. Township's Representations and Warranties. The Township hereby represents and

warrants to, and covenants with, the Redeveloper that:

A. Organization. The Township is a public body corporate and politic and a political

subdivision of the State of New Jersey. The Township has all requisite power and authority to

enter into this Agreement and the instruments and documents referenced herein to which the

Township is a party, to consummate the transactions contemplated hereby, and to perform their

obligations hereunder.

B. Authorization; No Violation. The execution, delivery and performance by the

Township of this Agreement are within the authority of the Township under, and will not violate,

the statutes, rules and regulations establishing the Township and governing its activities, have been

duly authorized by all necessary Resolution(s) and/or Ordinances and will not result in the breach

of any material agreement to which the Township is a party or, to the best of its knowledge and

belief, any other material agreement by which the Township or its material assets may be bound

or affected.

C. Valid and Binding Obligations. The person executing this Agreement on behalf of the

Township has been duly authorized by Resolution to execute this Agreement, has been duly

executed and delivered by the Township and constitutes the valid and binding obligation of the

Township.

D. Litigation. No suit is pending against or affects the Township which could have a

material adverse effect upon the Township's performance under this Agreement or the financial

condition or business of the Township or with respect to the designation of the Development Site

or the adoption of the Redevelopment Plan. There are no outstanding judgments against the

[S003-0021/579943/1] 17

Township that would have a materially adverse effect upon the Township or which would

materially impair or limit of the ability of the Township to enter into or carry out the transactions

contemplated by this Agreement.

E. No Conflicts. This Agreement is not prohibited by and does not conflict with any other

agreements, instruments, judgments or decrees to which the Township is a party or is otherwise

subject.

F. No Violation of Laws. As of the Effective Date, the Township has not received any

notices asserting any noncompliance in any material respect by the Township with applicable

statutes, rules and regulations of the United States of America, the State of New Jersey or any

agency having jurisdiction over and with respect to the transactions contemplated in and by this

Agreement which would have a material adverse effect on the Township's ability to perform its

obligations under this Agreement. The Township is not in default with respect to any judgment,

order, injunction or decree of any court, administrative agency, or other governmental authority,

which is in any respect material to the transactions contemplated hereby. The Township further

represents that it has duly designated the Property as a non-condemnation area in need of

redevelopment and adopted the Redevelopment Plan in accordance with the LRHL and all

Applicable Law.

6.3. Redeveloper Declaration of Covenants.

A. Consistent with N.J.S.A. 40A:12A-9, the Redeveloper agrees to record this Agreement

a declaration of covenants ("Declaration"), the form of which is attached hereto and made a part

hereof as Exhibit M, and provide a recorded copy of same to the Township. The agreements,

covenants and restrictions set forth in this Declaration shall run with the laird and subsequent

holders of title. Upon the issuance of a Certification of Completion for the Development, the

Township shall provide the Redeveloper with a discharge of the recording of the Declaration in a

form acceptable to the Redeveloper which can be properly recorded. Notwithstanding the above,

however, the Parties acknowledge that this Certificate of Completion shall in no way affect the

deed restriction for the Affordable Units, as set forth in Section 14.17 and Exhibit N, which is

separate from and independent of the Declaration.

B. Description of Covenants and Restrictions. The Covenants and Restrictions to be

imposed upon the Redeveloper, its successors, transferees, and assigns, herein and recorded in the

Declaration shall set forth that the Redeveloper and its successors, transferees and assigns shall:

Devote the Property only to the uses specified in the current Redevelopment Plan,

as may be amended, and as agreed herein, and shall not devote the Property to any

other uses;

Pursuant to Applicable Law, not discriminate upon the basis of age, race, color,

creed, religion, ancestry, national origin, sex, affectional or sexual orientation,

disability or marital status in the sale, lease, rental, use or occupancy of the Property

or any buildings or structures erected or to be erected thereon, or any part thereof;

(i)

(ii)

and

[5003-0021/579943/1] 18

In the sale, lease or occupancy of the Property or any part thereof, not effect or

execute any covenant, agreement, lease, conveyance or other instrument whereby

the land or any building or structure erected thereon is restricted upon the basis of

age, race, color, creed, religion, ancestry, national origin, sex, affectional or sexual

orientation, disability or marital status, and the Redeveloper, its successors and

assigns shall comply with all State and local laws prohibiting discrimination or

segregation by reason of age, race, color, creed, religion, ancestry, national origin,

sex, affectional or sexual orientation, disability or marital status to the extent

required by the Applicable Laws; and

Commence Construction of the Improvements within the Development Schedule

as set forth in Exhibit G, subject to potential adjustment pursuant to Section 2.5

and Section 7.9; and

Not sell, lease or otherwise transfer the Property, or any part thereof, without the

written consent of the Township, except forpermitted transfers to a Qualified Entity

as set forth in Section 2.6(b) and permitted transfers authorized by Section 13,2

hereof.

C. Effect and Term of the Covenants and Restrictions. Subject to the provisions of

Section 6.3 hereof it is intended and agreed, and the Declaration shall so expressly provide to the

extent permitted by Applicable Law, that the Covenants and Restrictions set forth in Section 6.3

hereof shall be covenants running with the land and that they shall, in any event, and without regard

to technical classification or designation, legal or otherwise, and except only as otherwise

specifically provided in this Agreement, be binding, to the fullest extent permitted by law and

equity, for the benefit and in favor of, and enforceable by, the Township, its successors and assigns,

and any successor in interest to the Property, or any part thereof, against the Redeveloper, its

successors and assigns and every successor in interest therein, and any party in possession or

occupancy of the Property or any part thereof. It is further intended and agreed that the Covenants

and Restrictions set forth in Section 6. 3 hereof shall remain in effect until the issuance by the

Township of a Certificate of Completion, as provided in Section 4.3, hereof, at which time all

agreements, obligations, Covenants and Restrictions shall cease and terminate.

D. Enforcement by Township. In amplification, and not in restriction of the provisions of

this Article 6, it is intended and agreed that the Township and its successors and assigns shall be

deemed beneficiaries of the Covenants and Restrictions set forth in Section 6.3 hereof both for and

in their own right but also for the purposes of protecting the interests of the community and other

parties, public or private, in whose favor or for whose benefit such agreements and covenants shall

run in favor of the Township for the entire period during which such Covenants and Restrictions

shall be in force and effect, without regard to whether the Township has at any time been, remains,

or is an owner of any land or interest therein to or in favor of which such Covenants and

Restrictions relate. The Township shall have the right, in the event of any breach of any such

Covenants and Restrictions, to exercise all the rights and remedies and to maintain any actions or

suits at law or in equity or other proper proceedings to enforce the curing of such breach of such

(iii)

(iv)

(v)

[S003-002 1/579943/1] 19

Covenants and Restrictions, to which they or any other beneficiaries of such Covenants and

Restrictions maybe entitled.

ARTICLE 7

DEFAULT

7.1. Events of Default. Each of the following shall constitute an event of default

(hereinafter referred to as an "Event of Default") by the applicable party, respectively:

A. Any Party fails to make payment of any sum payable to the other party under this

Agreement or the Purchase and Sale Agreement, as the same shall become due and payable, or

fails to fulfill any obligation under this Agreement or the Purchase and Sale Agreement within the

time prescribed, and such failure shall have continued for a period of sixty (60) days after receipt

of written notice specifying such failure, and demanding that same be remedied;

B. Any Party or its successor in interest shall violate any of its Covenants, Representations,

or obligations to perform under the terms of this Agreement or the Purchase and Sale Agreement

and failure shall have continued for a period of sixty (60) days after receipt of written notice

specifying such default (or such longer or shorter time as may be specified herein), and demanding

that same be remedied, to the extent not otherwise provided for herein, up to the issuance of a

Certificate of Completion, or in the Purchase and Sale Agreement. However, if, the default cannot

be cured within sixty (60) days using reasonable diligence, the non-defaulting party will extend

the time to cure, provided the corrective action is instituted within sixty (60) days and diligently

pursued to completion;

C. The Redeveloper shall fail to construct the Development pursuant to the Development

Schedule in Exhibit G or substantially suspend or abandon construction of the Development for a

continuous period in excess of ninety (90) days, subject to an extension pursuant to Section 2.5,

an event of Force Majeure and/or as otherwise authorized by the provisions of this Agreement,

and any such default, violation, abandonment, or suspension shall not be cured within thirty (30)

days after written demand by the Township to do so, or such longer period if not reasonably

capable of cure within such thirty (30) day period and Township agrees to extend such time to

cure, which agreement shall not be unreasonably denied or conditioned, provided that the

Redeveloper has commenced and is diligently prosecuting such cure or arrangements therefor; or

D. The Redeveloper or its successor in interest shall fail to pay any Impositions when due,

or shall suffer any levy or attachment to be made, or any material men's or mechanics' lien, or any

other unauthorized encumbrance or lien to attach that has a material adverse impact upon the

Development's financial status and such Imposition shall not have been paid, or the encumbrance

or lien removed or discharged or provision satisfactory to the Township made for such payment,

removal, or discharge, within thirty (30) days after written demand by the Township to do so, to

the extent not otherwise provided for herein, up to the issuance of a Certificate of Completion; or

E. There is, in violation of this Agreement, any transfer of the fee title to the Property or a

portion thereof, except for Permitted Transfers as provided in Section 2.6 or Section 13.2, and such

[S003-0021/579943/1] 20

violation shall not be cured within thirty (30) days after written demand served upon the

Redeveloper by the Township; or

F. The Redeveloper is dissolved, or files a voluntary petition in bankruptcy or for

reorganization or for an arrangement pursuant to the Bankruptcy Act or any similar law, federal or

state, now or hereafter in effect, or makes an assignment for the benefit of creditors, or admits in

writing its inability to pay its debts as they become due, or suspends payment of its obligations, or

takes any action in furtherance of the foregoing; or the Redeveloper consents to the appointment

of a receiver, or an answer proposing the adjudication of the Redeveloper as bankrupt or its

reorganization pursuant to the Bankruptcy Act or any similar law, federal or state, now or hereafter

in effect, is filed in and approved by a court of competent jurisdiction and the order approving the

same shall not be vacated or set aside or stayed within thirty (30) days from entry thereof, or the

Redeveloper consents to the filing of such petition or answer.

7.2. Right to Cure Upon Event of Default. Except as otherwise provided in this

Agreement, in the event of any default in or breach of this Agreement or any of its tenns or

conditions by any party hereto or any successor to such patty, such party (or successor) shall,

within forty-five (45) days (or such longer, or shorter, period to the extent expressly provided

above) of receiving written notice from another, proceed to cure or remedy such default or breach.

In case such action is not taken or diligently pursued, or the default or breach shall not be cured or

remedied within such proscribed time, or any extension of such time granted at the discretion of

the non-breaching party, the non-breaching party may pursue its remedies in accordance with this

Agreement.

7.3 Township's Remedies.

If the Redeveloper shall fail to timely cure any Event ofDefault by the Redeveloper as set

forth in Section 7.1, the Township shall be entitled, in its sole and absolute discretion, to:

A. Withhold the issuance of any approval, permit or certificate in connection with the

Development and/or the Dixiedale Development;

B. Tenninate this Agreement and seek reimbursement of all actual monetary damages

resulting from such failure to cure the Event of Default;

C. Call any performance or maintenance bond posted as part of the site plan approval,

in accordance with the terms of such bond or as otherwise available as a matter of

law; and/or

D. Exercise any other remedies available at law or equity.

Upon termination of this Agreement based upon an Event of Default, the Redeveloper's

status as the designated redeveloper for the Development and the Property be terminated and

deemed null and void after notice and hearing before the Township Committee. The de-designation

of the Redeveloper shall be limited to the extent the Development has not been substantially

Completed by the Redeveloper, it being understood and agreed that if the Redeveloper shall fail

to cure any such default in accordance with Section 7.2 before substantial Completion of the

[S003-0021/579943/1] 21

Development, the Township may terminate this Agreement and de-designate the Redeveloper for

that portion of the Development that is not substantially Completed by Redeveloper at that time

and for which no Certificate of Occupancy or Certificate of Completion was issued. Such remedy

shall not defeat, render invalid or limit in any way the lien or rights or interests of holders of

institutional financing as authorized and pursuant to Article 12.

7.4. Redeveloper's Remedies. If the Township shall fail to timely cure any Event of

Default by Township as set forth in Section 7.1, the Redeveloper shall be entitled, in its sole and

absolute discretion, to all rights and remedies available at law or in equity.

7.5. Limitation of Liability. The Parties agree that in the event of any Default or breach

hereunder of this Agreement, the Parties shall look solely to the Parties hereto and their respective

interest in the Development for the recovery of any judgment or damages, and agree that no

member, manager, officer, principal, employee, representative or other person affiliated with such

Patty shall be personally liable for any such judgment or damages. In no event shall either Party

be responsible for any consequential or punitive damages.

7.6. No Waiver of Rights and Remedies by Delay. Any delay by the aggrieved patty in

instituting or prosecuting any actions or proceedings or otherwise asserting its rights under this

Agreement shall not operate as a waiver of such rights and shall not deprive the aggrieved party

of or limit the aggrieved party's rights in any way (it being the intent of this provision that the

aggrieved party should not be constrained so as to avoid the risk of being deprived or limited in

the exercise of the remedies provided herein by those concepts of waiver, laches, or otherwise) to

exercise such rights at a time when, the aggrieved patty may still resolve the problems by the

default involved; nor shall any waiver in fact made by the aggrieved party with respect to any

specific default by the other party under this Agreement be considered or treated as a waiver of

the rights of the aggrieved party with respect to any other defaults by the other party under this

Agreement or with respect to the particular default except to the extent specifically waived in

writing.

7.7. Rights and Remedies Cumulative. The rights and remedies of the Parties to the

Agreement, whether provided by law or by the Agreement, shall be cumulative and, except as

otherwise specifically provided by this Agreement, the exercise by either Party ofany one or more

of such remedies shall not preclude the exercise by it, at the same or different times, of any other

such remedies for the same default or breach or of any of its remedies for any other default or

breach by the other patty. No waiver made by either such party with respect to the performance,

or manner or time thereof, or any obligation of the other patty or any condition to its own obligation

under the Agreement shall be considered a waiver of any rights of the party making the waiver

with respect to the particular obligation of the other patty or condition to its own obligation beyond

those expressly waived in writing and to the extent thereof, or a waiver in any respect in regard to

any other rights of the party making the waiver or any other obligations of the other party.

7.8. Termination. To the extent the Redeveloper properly tenninates the Purchase and

Sale Agreement between the Parties for the Property, this Redevelopment Agreement shall also be

deemed terminated, null and void (unless the Purchase and Sale Agreement is terminated due to a

[S003-0021/579943/1] 22

default of the Township, as Seller-, in which case the provisions of this Article 7 shall survive such

termination) and the Redeveloper shall be relieved of all obligations of and arising from this

Redevelopment Agreement. In accordance with Section 2.2 of this Redevelopment Agreement, in

the event of the termination of this Redevelopment Agreement by either the Township or

Redeveloper, any construction of the Dixiedale Development shall cease.

7.9. Force Majeure. For purposes of this Article and as otherwise used in this Agreement,

event of "Force Majeure" shall mean any of the events or conditions set forth below, or any

combination thereof, that has had or may reasonably be expected to have a material and adverse

effect on the ability of a party to perform its obligations (an "Affected Party") under this

Agreement:

An act of God including severe natural conditions such as landslide, lightning,

earthquake, flood, hurricane, blizzard, tornado or other severe weather conditions,

severe sea conditions affecting delivery of materials or similar cataclysmic

occurrence, nuclear catastrophe, an act of public enemy, terrorism, war, blockade,

insurrection, riot, general arrest or general restraint of government and people, or

any other similar act or event outside the control of the Affected Party; provided

however, that any question as to whether any such conditions should be deemed to

constitute an event of Force Majeure shall be considered in light of good

engineering practice and industry standards to protect against reasonably

foreseeable severe natural weather conditions, taking into account the geographic

location and topographic and geotechnical conditions of the Development;

The condemnation, taking, seizure, involuntary conversion or acquisition of title to

or use of the Property, or any material portion or part thereof, by the action of any

federal, state or local government or Governmental Authority;

A.

B.

Delays incurred in obtaining Governmental Approvals caused solely by the

approving agency after the Affected Party has taken all required action in obtaining

such Approval and the continued delay is outside and beyond the control of the

C.

Affected Party;

Delays incurred in obtaining approvals for the construction, location or relocation

of utility infrastructure related to the Development, including but not limited to,

approvals from Jersey Central Power & Light ("JCP&L") and approvals in

connection with the Land Lease Agreement between the Township and SMSA

Limited Partnership, dated December 30, 1998.

Delays resulting from legal challenges brought to challenge any permit and/or

Approval related to this Development by third-parties over whom the Affected

Party has no control that have a material and adverse effect upon the Affected

Party's ability to perform its obligations under this Agreement;

Labor union strikes or similar labor union action by equipment manufacturers,

suppliers of materials, employees or transporters of same, to the extent that such

D.

E.

F.

[S003-002 1/579943/1] 23

labor union strikes relate to general labor disputes that are non-specific to the

Development of Redeveloper and have a material and adverse effect upon the

Affected Party's ability to perform its obligations under this Agreement;

The unavailability of suitable fill or materials required for performance of the work

related to the Development because of shortages of same in the market place and/or

the inability to obtain transportation services for transporting fill or materials to the

Property or the Development area as a result of a public or private labor dispute;

There shall be no claim of Force Majeure based upon adverse market conditions

or negative economic conditions, whether based upon general market conditions or

specifically with respect to the real estate market.

7.10. Effect of Force Majeure.

A. If an event ofForce Majeure has occurred and is continuing, the Affected Party wishing

to suspend its performance as a result of such event of Force Majeure shall provide written notice

thereof to the other party as promptly as is reasonably possible under the circumstances and in all

events within ten (10) days following such party's knowledge of the occurrence of such event of

Force Majeure. The party receiving such notice may contest and/or reject the claim of an event of

Force Majeure in writing, setting forth its bases for such rejection and demanding that the Affected

Party proceed with its obligations under this Agreement. If the Affected Party intends to continue

to rely upon the condition claimed to result in an event ofForce Majeure, it may request, in writing,

a neutral professional review. The Patties shall then mutually select and designate a local member

of the profession to which the event of Force Majeure relates and agree to pennit such individual

to arbitrate and decide the reasonableness of the claim of Force Majeure and the appropriate

extension of time to be granted to the Affected Party.

B. In the event of an event of Force Majeure, the applicable deadline, obligation or term

affected by such event of Force Majeure shall be extended for a period of time equal to the delay

caused by the event of Force Majeure, provided that timely notice was provided by the Affected

Party.

G.

H.

C. Notwithstanding the above, however, in no event shall an event of Force Majeure alter

the phasing requirements set forth in Section 2.2 hereof.

7.11. Defense of Approvals. Notwithstanding any of the above, the Redeveloper shall

assume the defense to any challenge to any permit and/or approval it requires to proceed with the

Development without cost to the Township (and Redeveloper shall indemnify and hold the

Township harmless with respect to same) so as to continue to move forward with the Development.

Redeveloper agrees to defend such challenge through to the New Jersey Superior Court, Appellate

Division (as applicable). Any such litigation shall be deemed to be an Uncontrollable

Circumstance as to delays caused by the same.

ARTICLE 8

[S003-002 1/579943/1] 24

INSURANCE

8.1. The Redeveloper shall provide and maintain the following insurance or require its

contractors and subcontractors to maintain such insurance and name the Township as an additional

insured under such policies (other than the Compensation Insurance), as applicable, in connection

with the work to be performed under this Agreement until such work has been Completed, and

furnish the Township, within thirty (30) days of the Effective Date, with a copy of certificates of

insurance evidencing that the Redeveloper has obtained such insurance, as applicable:

A. Commercial General Liability and Property Damage Insurance - with combined

single limits of not less than two million dollars ($2,000,000) per occurrence with respect to

general liability, bodily/personal injury and property damage and shall include broad-form

contractual coverage and indemnification and hold harmless provisions. This limit will be satisfied

with General Liability and Umbrella policies.

B. Builders Risk/Installation Coverage or its Equivalent - on a Replacement Cost basis

with a limit equal to or exceeding the full insurable value of the Improvements, or the maximum

exposure to a single occurrence, which policy must be maintained until issuance of a Certificate

of Completion.

C. Worker's Compensation Insurance- coverage as required by state law for all

employees who will be engaged in the work associated with this Agreement. The Redeveloper

shall require all subcontractors to provide similar worker's compensation insurance for all of their

employees, unless those employees are covered under the Redeveloper's insurance.

D. Blasting Insurance - coverage as applicable and necessary and as required by

Applicable Law to facilitate the Development.

ARTICLE 9

INDEMNITY

9.1. Obligation to Indemnify. The Redeveloper agrees to indemnify and hold the

Township and its officials, agents, servants, employees and consultants (collectively, the

"Indemnified Parties,") harmless from and against any and all claims, demands, suits, actions,

recoveries, judgments, and costs and expenses in connection therewith of any kind or nature,

however arising, imposed by law or otherwise (including reasonable attorneys' fees and expenses

and experts' fees and expenses) (collectively, "Claims") which the Indemnified Parties may

sustain, be subjected to or be caused to incur, by reason of personal injury, death or damage to

property, arising from or in connection with the implementation, construction or maintenance, or

any activities of or on behalf of the Redeveloper within the Property - including, but not limited

to, challenges to: the Redevelopment Plan; this Agreement; the Governmental Approvals; and/or

the relocation of the electrical conduit associated with the wireless communication tower

compound and related facilities located on the Property, as set forth in greater detail in the

Reciprocal Easement - through the issuance of a Certificate of Completion for the Development,

except that to the extent that any such claim or suit arises from the intentional or willful wrongful

acts or omissions, or grossly negligent acts or omissions of the Indemnified Parties. The Township

[5003-0021/579943/1] 25

shall provide notice to the Redeveloper of the subject Claims as soon as reasonably possible after

their occurrence but in any case within ten (10) days of the Township receiving actual or

constructive notice of the subject Claims, provided, however, that in the event such notice is not

timely received, the Redeveloper shall only be excused of its obligations hereunder to the extent it

is prejudiced by the failure to timely receive said notice. The obligation to indemnify the

Indemnified Parties shall survive the termination or expiration of this Agreement with respect to

any Claims arising from any activities occurring prior to the issuance of a Certificate of

Completion.

ARTICLE 10

INTENTIONALLY OMITTED

ARTICLE 11

NOTICES AND DEMANDS

11.1. A notice, demand or other communication under this Agreement by any party to the

other shall be sufficiently given or delivered if dispatched by United States Registered or Certified

Mail, postage prepaid and return receipt requested, or delivered by national overnight courier with

delivery confirmation or delivered personally (with written acknowledgment of receipt) to the

Parties at the following respective addresses or electronic mail:

If to the Township, to:

Township of Chatham Administrator

58 Meyersville Road

Chatham, NJ 07928

Attn: Robert Hoffmann

Email: rhoffmann@chathamtownship-ni.gov

With a copy to:

Township of Chatham Clerk

58 Meyersville Road

Chatham, NJ 07928

Attn: Gregory LaConte

Email: glaconte@chathamtownship-nj.gov

and if to Redeveloper, to:

Southern Boulevard Urban Renewal, LLC

c/o Sterling Properties, LLC

50 East Mount Pleasant Avenue

Livingston, NJ 07039

Attn: Steven W. Katz

E-mail: skatx@spgni.com

with a copy to:

[5003-0021/579943/1] 26

Robert A. Kasnba, Esq.

Bisgaier Hoff, LLC

25 Chestnut Street, Suite 3

Haddonfield, NJ 08033

Email : rkasuba@bisgai erhoff. com

Either party may from time to time by written notice given to the other pursuant to the terms of

this Section 11.1 change the street address, electronic mail address or persons to which notices

shall be sent.

ARTICLE 12

CONSTRUCTION AND DEVELOPMENT FINANCING

12.1. Redeveloper's Commitment to Finance Development.

A. The Redeveloper represents and warrants that it will obtain and commit the requisite

equity and debt financing in an amount necessary to implement and complete the Development.

12.2. Rights of Institutional Mortgagee. Any financial institution lending money on the

security of the real Property in the Development shall be entitled to the protection of N.J.S.A.

55:17 providing for notification, right to cure, right to possession, right to assume control of

mortgagor, right to enter into possession of and operate premises, right to the entry of a judgment

of strict foreclosure, right to recover on the underlying loan obligation without first proceeding

with foreclosure, right to proceed to foreclosure, separately from or together with suit on the

underlying obligation, and such other rights all as specifically provided in N.J.S.A. 55:17-8.

A. This Agreement as a financial arrangement made by a governmental body or agency of

the State of New Jersey pursuant to statutes in connection with a Development for redevelopment,

renewal or rehabilitation, shall continue in full force and effect beyond any default in or foreclosure

of any mortgage loan made to finance the Development, as though such default or foreclosure had

not occurred, subject to the provision of N.J.S.A. 55:17.

B. The Township agrees that its rights under this Agreement are and shall be subordinate

to the rights of any institutional lender and agrees to promptly execute any further subordination

and attornment documents that may reasonably be required by an institutional lender and further

to make any technical, non-substantive, modifications to this Agreement that may be required by

an institutional lender, except that the deed restriction for the Affordable Units, as set forth in

Section 14.17 and Exhibit N, shall survive any action by a lender.

C. Estoppel Certificate. Within thirty (30) days following written request therefore by the

Redeveloper, or of any lender, purchaser, tenant or other party having an interest in the

Development, the Township shall issue a signed estoppel certificate either stating this Agreement

is in full force and effect and that there is no default or breach under this Agreement, or stating the

nature of the default or breach or event, if any. In the event the estoppel certificate discloses such

a default, breach or event, it shall also state the manner in which such default, breach and/or event

may be cured. No more than a reasonable number of estoppel certificates may be requested per

[S003-002 1/579943/1] 27

year. The Redeveloper shall be responsible for any reasonable costs incurred by Township in

issuing such an estoppel certificate, up to a maximum amount of five hundred ($500.00) dollars.

12.3. Rights of Mortgagees. Notwithstanding any other provision of this Agreement, the

holder of any mortgage (including any such holder who obtains title to the Property or any part

thereof), or any other party who thereafter obtains title to the Property or such part from or through

such holder or any purchaser at foreclosure sale or through other court proceedings or action in

lieu thereof shall in no way be obligated by the provisions of this Agreement to construct or

complete the Development except to secure and make the Development site and Property safe, or

to guarantee such construction or completion; nor shall any covenant or any other provision in this

Agreement or any deeds conveying the Property to Redeveloper be construed to so obligate such

holder, provided that nothing in this Agreement shall be deemed or construed to permit or authorize

any such holder to devote the Property or any part thereof to any uses, or to construct any

improvements thereon, other than those uses or improvements provided, or pennitted under the

Redevelopment Plan or otherwise approved by the Township. Notwithstanding the above,

however, any such foreclosure shall not amend or extinguish the deed restriction for the Affordable

Units, as set forth in Section 14.17 and Exhibit N.

12.4. Notice to Mortgagee. Whenever the Township shall deliver any notice or demand to

Redeveloper with respect to any breach or Default by Redeveloper of its obligations or covenants

under this Agreement, the Township may at the same time forward a copy ofsuch notice or demand

to each holder of any mortgage at the last known address of such holder shown in the land records

of the County, in which case notice that such breach or Default subsequently has been cured shall

also be provided by the Township to each such holder of any mortgage.

12.5. Mortgagee's Right To Cure Redeveloper's Default. After any breach or Event of

Default referred to in Section 7, each holder shall have the right, at its option and to the extent

permitted by the loan/mortgage documents, to cure or remedy such breach or Event of Default (if

the holder shall opt to cure or remedy the breach or Event of Default, the times to cure provided

herein shall be extended for such a period of time equal to the time otherwise applicable to

Redeveloper for cure) and to add the cost thereof to its mortgage. If the breach or Event ofDefault

is with respect to construction of the Development, nothing contained in this Agreement shall be

deemed to require the holder to obtain the Township's approval, either before or after foreclosure

or action in lieu thereof, to undertake or continue the construction or Completion of the

Development. Any such holder who shall properly Complete the Development or applicable part

thereof shall be entitled, upon written request made to the Township, to receive the Certificate(s)

of Occupancy for the Development and the Certificate of Completion as set forth in Section 4.3

hereof, and such Certificate shall mean and provide that any remedies or rights that Township shall

have or to be entitled to due to the failure of Redeveloper or any successor in interest to the

Property, or any part thereof, to cure or remedy any Event of Default with regard to construction

of the Development or applicable part thereof, or due to any other Event of Default in or breach of

this Agreement by Redeveloper or such successor, shall not apply to the part or unit of the Property

to which such Certificate relates.

[5003-0021/579943/1] 28

12.6 Lender Changes. If the holder of a mortgage requires a change in the terms of this

Agreement, the Township shall reasonably cooperate with Redeveloper in approving and

implementing such change, so long as such change does not increase the Township's obligations

or decrease the Township's rights as set forth in the Agreement, or materially change the

Development. In addition, the Township agrees to enter into such agreement as such holder (or

its equity participants) may reasonably require provided that such agreement shall not increase the

Township's obligations or decrease the Township's rights in connection with this Agreement, or

materially change the Development.

ARTICLE 13

RESTRICTIONS ON TRANSFERS

13.1. Restrictions on Transfer. Prior to the issuance of a Certificate of Completion for

the Development or any part thereof, pursuant to N.J.S.A, 40A:12A-9(a), except as otherwise

permitted by this Agreement, Redeveloper shall be without power to sell, lease or otherwise

transfer the Development or any such part, without the written consent of the Township, which

consent shall not be unreasonably withheld, delayed or conditioned, except that Redeveloper may

lease individual units, if any, to third parties. The prohibition in this Section 13.1 shall apply to

any sale, transfer, pledge, or hypothecation of a controlling interest in Redeveloper or the

Development. The foregoing shall not apply, however, to a change of form of the Redeveloper

entity, provided that there is no change in the controlling interest of Redeveloper. The restrictions

in this Section 13.1 shall not apply to conveyances set forth in Section 13.2 and these restrictions

shall no longer apply to any individual unit for which a Certificate of Occupancy or Certificate of

Completion has been issued.

13.2 Permitted Transfers. Notwithstanding the foregoing, the Township hereby consents,

without the necessity of any further approval, but subject to prior notice to the Township (except

as to conveyances in Sections A. and B. below), to the following conveyances:

Leases to tenants of individual units.

Utility and other necessary easements.

A mortgage or mortgages or other financing and other liens and encumbrances

solely for the purposes of financing costs associated with the acquisition,

development, construction and marketing of the Development.

A conveyance of the Property or any portion thereof to the holder of any mortgage

authorized under this Agreement, whether through foreclosure, deed-in-lieu of

foreclosure, or otherwise.

A transfer of any interest in the Property to a family member of any of the members

of the Redeveloper.

A.

B.

C.

D.

E.

Any transfer of the ownership interest in the Redeveloper permitted by N.J.S.A.F.

40A:20-5e.

[5003-0021/579943/1] 29

13.3. Conveyance to a Qualified Entity. Upon a conveyance of all rights and obligations

hereunder to a Qualified Entity, pursuant to Section 2.7, the Redeveloper shall be relieved of its

right and obligations hereunder.

13.4. Subsequent Conveyance by Redeveloper. Upon issuance of a Certificate of

Completion for the Development, the Redeveloper shall have the right to sell, lease or otherwise

transfer, convey or encumber the Development without the consent of the Township and free of

any restrictions imposed by this Agreement, except the Covenants and/or Representations that are

expressly stated to survive such transfer, conveyance and Certificate of Completion.

ARTICLE 14

MISCELLANEOUS

14.1. Term. Expect for those provisions expressly surviving termination, this Agreement

shall terminate upon the Completion of the Development.

14.2. No Third Party Beneficiaries. The provisions of this Agreement are for the

exclusive benefit of the Parties hereto and not for the benefit of any third person, nor shall this

Agreement be deemed to have conferred any rights, express or implied, upon any third person.

14.3. Amendment; Waiver. No alteration, amendment or modification of this Agreement

shall be valid unless executed by an instrument in writing by the Parties hereto with the same

formality as this Agreement. The failure of the Township or Redeveloper to insist in any one or

more instances upon the strict performance of any of the covenants, agreements, tenns, provisions

or conditions of this Agreement or to exercise any election contained in this Agreement shall not

be construed as a waiver or relinquishment for the future of such covenant, agreement, tenn,

provision, condition, election or option, but the same shall continue and remain in full force and

effect. No waiver by the Township or Redeveloper of any covenant, agreement, term, provision or

condition of this Agreement shall be deemed to have been made unless expressed in writing and

signed by an appropriate official on behalf of the Township or Redeveloper.

14.4. Consents. Unless otherwise specifically provided herein, no consent or approval by

the Township or Redeveloper permitted or required under the terms of this Agreement shall be

valid or be of any force whatsoever unless the same shall be in writing, signed by an authorized

representative of the party by or on whose behalf such consent is given. Whenever this Agreement

requires the consent or approval of the Township or the Redeveloper, or any officers, agents or

employees of either Party, such approval or consent shall not be unreasonably withheld, delayed

or conditioned and shall be given within a reasonable time if said time is not specifically set forth

herein.

14.5. Captions. The captions of the Sections and Subsections and the Table of Contents,

Schedule of Exhibits and Index of Definitions of this Agreement are for convenient reference only

and shall not be deemed to limit, construe, affect, modify or alter the meaning of the articles,

sections, exhibits, definitions, or other provisions hereof.

14.6. Governing Law. This Agreement shall be governed by and construed in accordance

with the laws of the State of New Jersey, without giving effect to any principle of choice of or

[S003-0021/579943/1] 30

conflicts of laws. Any lawsuit filed by either Party to this Agreement shall be filed in the Superior

Court of New Jersey, Morris County.

14.7. Severability. If any article, section, subsection, term or provision of this Agreement

or the application thereof to any party or circumstance shall, to any extent, be invalid or

unenforceable, the remainder of the section, subsection, term or provision of this Agreement or the

application of same to Parties or circumstances other than those to which it is held invalid or

unenforceable shall not be affected thereby and each remaining article, section, subsection, term

or provision of this Agreement shall be valid and enforceable to the fullest extent permitted by

law, provided that no such severance shall serve to deprive either party of the enjoyment of its

substantial benefits under this Agreement.

14.8. Binding Effect. Except as may otherwise be provided in this Agreement to the

contrary, this Agreement and each of the provisions hereof shall be binding upon and inure to the

benefit of Redeveloper, the Township and their respective successors and assigns.

14.9. Relationship of Parties. Nothing contained in this Agreement shall be deemed or

construed by the Parties hereto or by any third party to create the relationship of principal and

agent, partnership, joint venture or any association between Redeveloper and the Township, their

relationship being solely as contracting Parties under this Agreement.

14.10. Counterparts. This Agreement may be executed in two or more counterparts, each

of which shall be deemed an original but all of which together shall constitute, in connection with

each of such agreements, one and the same instrument.

14.11. Prior Agreements Superseded. This Agreement repeals and supersedes any prior

understanding or written or oral agreements (express or implied) between the Parties. This

Agreement, together with any other documents executed by the Parties contemporaneously

herewith or therewith, contains the entire understanding between the Parties with respect thereto.

14.12. Exhibits. All Exhibits referred to herein shall be considered apart of this Agreement

as fully and with the same force and effect as if such Exhibits had been included within the text of

this Agreement in full.

14.13. Easements. Redeveloper and Township agree to execute a reciprocal easement

agreement ("Reciprocal Easement"), the form of which is attached hereto and made a part hereof

as Exhibit O, to facilitate the Development and to protect the current operation of the Township

Department of Public Works facility, the Township Police Department facility, and the Township

Police Gun Range facility.

14.14. Township Support. The Township agrees to provide non-monetary support to any

applications for Governmental Approvals that are consistent with the tenns of the Redevelopment

Plan and this Agreement, and to execute any documents required to obtain such approvals and

otherwise to cooperate with the Redeveloper with respect to the Development or the Governmental

Approvals for same, including, but not limited to, the granting ofnecessary easements (in addition

to the Reciprocal Easement set forth in greater detail in Section 14.13) to assist the Development,

provided that nothing contained in this this Agreement shall be deemed: (i) to constitute an

[S003-0021/579943/1] 31

approval ofall or any portion of the Development for which Governmental Applications have been

submitted or are required or approval of any application seeking a financial incentive, or (ii) a

waiver of the ability of the Planning Board, or any other governmental or administrative entity,

from exercising its statutorily authorized responsibilities with respect to the applications or

Governmental Approvals.

14.15. Non-Discrimination. The Redeveloper shall not discriminate against or segregate

any person, or a group ofpersons, on account of age, race, color, creed, religion, ancestry, national

origin, sex, affectional or sexual orientation, disability or marital status in the sale, lease, sublease,

rental, transfer, use, occupancy, tenure or enjoyment of the Property; nor shall the Redeveloper

itself, or any person claiming under or through the Redeveloper, establish or permit any such

practice or practices of discrimination or segregation, with reference to the selection, location,

number, use of occupancy of tenants, lessees, subtenants, sub lessees or vendees on the Property.

14.16. Construction. Both of the Parties acknowledge that this Agreement has been

extensively negotiated with the assistance of competent counsel for each party and agree that no

provision of this Agreement shall be construed in favor of or against either party by virtue of the

fact that such party or its counsel have provided an initial or any subsequent draft of this Agreement

or of any portion of this Agreement.

14.17 Affordable Housing Requirements. The Development consists of twenty-four

(24) residential units affordable to very low, low and moderate-income households (the

"Affordable Units"). In accordance with the FSHC Settlement Agreement, four of these units shall

be affordable to very low income households (one - 1 bedroom unit, two - 2 bedroom units, 1 - 3

bedroom unit). The Affordable Units shall comply with the other applicable requirements of the

FSCH Settlement Agreement, UHAC, and other Applicable Laws.

In accordance with UHAC, the Redeveloper shall deed restrict the Affordable Units as very

low, low or moderate income affordable units for a period of thirty (30) years (the "Deed-

Restriction Period") so that the Township may count the Affordable Units against its obligation to

provide affordable housing. This deed restriction shall be in the form attached hereto and made a

part hereof as Exhibit N, subject to the review and approval of the FSHC. The Redeveloper shall

provide the Township with a copy of the deed restriction when submitted for recording and shall

provide a copy of the recorded deed restriction, with book and page number, within ten (10) days

of receipt of the recorded copy. The Township, at no cost to the Township, shall reasonably

cooperate with Redeveloper to effect the expiration of these affordability controls after thirty (30)

years, in accordance with UHAC.

Redeveloper shall work with the Township and the Township's administrative agent

("Administrative Agent") regarding the administration of the Affordable Units during the Deed-

Restriction Period and any affordable housing monitoring requirements imposed by the Council

on Affordable Housing and/or the Court, and Redeveloper shall pay any reasonable and customary

Administrative Agent fees related thereto.

Redeveloper and Township acknowledge and agree that the Development and the

Dixiedale Development, although distinct developments on separate properties, effectively operate

[S003-002 1/579943/1] 32

as a single inclusionary development for the purpose of satisfying the Township's affordable

housing obligations and in accordance with the FSHC Settlement Agreement, and that the

Township shall not require the payment of any affordable housing development fees in connection

with the Dixiedale Development, including, but not limited to, the development fees set forth in

Section 30-143 of the Township's municipal code.

This provision shall survive the recording of the Certificate of Completion for the

Development.

Tenant Disclosure. Redeveloper agrees to provide a written disclosure to all

tenants of the Development that the Development adjoins the Township Department of Public

Works facility, the Township Police Department facility, and the Township Police Gun Range

facility. This written disclosure shall be signed/acknowledged by the tenants as part of their lease

documentation. This provision shall survive the recording of the Certificate of Completion for the

Development.

14.18

14.19 Municipal Services Act. Redeveloper, its successors and assigns, shall not apply

for, nor seek reimbursement from the Township for, municipal services for the Development under

the Municipal Services Act, N.J.S.A. 40:67-23.1 .

[the remainder of this page left intentionally blank]

[5003-0021/579943/1] 33

IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective on

the Effective Date.

SOUTHERN BOULEVARD

URBAN RENEWAL, LLCATTEST:

Name: Steven W. Katz

Title: Managing MemberName:

Title:

TOWNSHIP OF CHATHAMATTEST:

'MrsJ.JQ/cZtiI'LaConfe Mayor Michael J. Kellyiwnshfp Gregory

[S003-0021/579943/1] 34

LIMITED JOINDER

Sterling/Sun at Chatham, LLC ("Sterling"), as the entity developing the Dixiedale

Development to be constructed on the property designated on the Township tax maps as Lot 1 in

Block 66, hereby acknowledges all of the terms, conditions and provisions of this Agreement, and

(although not bound as a party thereto) agrees to the terms thereof. Sterling hereby joins in and

agrees to be bound by the provisions of Sections 2.2. 4,8. 7.3 and 7.8 hereof to the same extent as

if Sterling were a party hereto. Sterling further acknowledges and agrees that the Dixiedale

Development must be undertaken in tandem with the Development according to the following

phasing schedule: (a) Redeveloper must submit a building permit application for the Development

by the time the first certificate of occupancy is issued for the Dixiedale Development; (b)

Redeveloper must complete the foundation for the Development by the time forty (40%) percent

of the Dixiedale Development is completed; and (c) the certificate of occupancy for the

Development must be issued by the time seventy (70%) percent of the Dixiedale Development is

completed. In accordance with Sections 2.2, 4.8 and 7.8 of this Agreement, in the event of

termination of this Agreement by either the Township or Redeveloper, any construction of the

Dixiedale Development shall cease. Except as aforesaid, Sterling is not a party to this Agreement.

Dated: , 2020

[SEAL]

ATTEST: STERLING/SUN AT CHATHAM, LLC

By:

Name: Steven W. Katz

Title: Managing Member

[S003-002 1/579943/1] 35

ACKNOWLEDGMENT

STATE OF NEW JERSEY

ss.:

COUNTY OF ESSEX

BE IT REMEMBERED, that on thisday of , 2020.

before me, the subscriber, a Notary Public of New Jersey, personally appeared Steven W. Katz,

who, being by me duly sworn on his/her oath, deposes and makes proof to my satisfaction that he

is the Managing Member of SOUTHERN BOULEVARD URBAN RENEWAL, LLC, the

entity named in the within Instrument; that the execution, as well as the making of this Instrument,

have been duly authorized by the entity; and that said Instrument was signed and delivered by said

Managing Member as and for the voluntary act and deed of said entity.

Notary or Attorney At Law

The State ofNew Jersey

STATE OF NEW JERSEY

ss.:

COUNTY OF MORRIS

BE IT REMEMBERED, that on this <35 day of h ., 2020,before me, the subscriber, a Notary Public of New Jersey, personally appeared Hon. Michael J.

Kelly, who, being by me duly sworn on his oath, deposes and makes proof to my satisfaction that

he is the Mayor of TOWNSHIP OF CHATHAM, the municipal corporation named in the within

Instrument; that the execution, as well as the making of this Instrument, have been duly authorized

by such municipal corporation; and that said Instrument was signed and delivered by said Mayor

as and for the voluntary act and deed of said municipal corporation.

ANotary or Attorney At Law

The State of New Jersey

notary publicSTATE OF NEW JERSEY

My Commission Expires July 21, 2021

[S003-0021/579943/1] 36

SCHEDULE OF EXHIBITS

CHATHAM TOWNSHIP RESOLUTION 2016-182EXHIBIT A

PRELIMINARY INVESTIGATION REPORTEXHIBIT B

CHATHAM TOWNSHIP RESOLUTIONS 2017-183 AND 2017-187EXHIBIT C

LEGAL DESCRIPTION OF SUBJECT PROPERTY

REDEVELOPMENT PLAN (ORDINANCES 2018-22 AND 2020-04)

DEVELOPMENT SITE PLAN

EXHIBIT D

EXHIBIT E

EXHIBIT F

DEVELOPMENT SCHEDULEEXHIBIT G

DEVELOPMENT RENT ROLLEXHIBIT H

FAIR SHARE HOUSING CENTER SETTLEMENT AGREEMENTEXHIBIT I

FORM OF CERTIFICATE OF COMPLETIONEXHIBIT J

FORM OF PURCHASE AND SALE AGREEMENTEXHIBIT K

REDEVELOPER OWNERSHIP STRUCTUREEXHIBIT L

FORM OF DECLARATION OF COVENANTSEXHIBIT M

FORM OF AFFORDABLE HOUSING DEED RESTRICTIONEXHIBIT N

FORM OF RECIPROCAL EASEMENT AGREEMENTEXHIBIT O

[S003-002 1/579943/1] 37

EXHIBIT A

CHATHAM TOWNSHIP RESOLUTION 2016-182

(ATTACHED)

[S003-0021/579943/1] 38

RESOLUTION 2016-182

RESOLUTION AUTHORIZING THE TOWNSHIP OF CHATHAM PLANNING

BOARD TO UNDERTAKE A PRELIMINARY INVESTIGATION FOR THE

REDEVELOPMENT OF APPROXIMATELY 3.8 ACRES OF LAND KNOWN AS

A PORTION OE BLOCK 48.1 6, TAlX LOT 117.27 AS SHOWN ON THE

TOWNSHIP OF CHATHAM TAX MAP

WHEREAS, the Local Redevelopment and Housing Law, NJ.S.A. 40A;I2A-7 etseq.

provides a mechanism to empower and assist local governments in efforts to promote programs

ofredevelopment; and

WHEREAS, the Local Redevelopment and Housing Law sets forth specific procedures

for establishing an area in need ofredevelopment; and

WHEREAS, pursuant to N.J.S.A. 40A;12A-6, prior to the Township Committee of the

Township of Chatham making a determination as to whether a particular, study area qualifies as

an area in need of redevelopment, the Township Committee must authorize the Township of

Chatham Planning Board, fay Resolution, to undertake a preliminary investigation to determine

whether the suhject area meets the criteria of an area in need ofredevelopment as set forth in

N.J.S.A. 40A:12A-5; and

WHEREAS, the New Jersey Legislature amended (he Local Redevelopment and

Housing Law on September 6, 201 3 to erfpand and clarify various provisions of same; and

WHEREAS, as required by the amendment to N.JS.A. <10A:1.2A-(), the Legislature has

directed that the Resolution authorizing (he Planning Board to undertake a. preliminary

investigation state whether the redevelopment area determination shall authorize the Township to

use all ofthose powers provided by the Legislature for use in a redevelopment area other than

the use of eminent domain ("Non-Condemnation,Redevelopment Area") Or .whether the

redevelopment area determination shall authorize the municipality to use all of those powers

provided by the Legislature for use in a redevelopment area, including the power of eminent

domain ("Condemnation Redevelopment Area"); and

WHEREAS, the redevelopment area determination shall authorize the Township of

Chatham to use all of the powers provided by the Legislature for use in a redevelopment area

other than the use of eminent domain, thus designating it a Non-Condemnntion Redevelopment

Area; and

'

;i

t

WHEREAS, the Township Committee of the Township ofChatham wishes to direct the

Township of Chatham Planning Board to undertake a preliminary investigation to determine

whether the proposed study area of approximately 3,8 acres known as a portion of Block 48. 1 6,

Lot 1 17.27 as shown on the Township of Chatham Tax Map and depicted on the attached aerial

photograph qualifies as an area in need of redevelopment pursuant to N.J.S.A. 40A: 1 2A-5.

NOW, THEREFORE, BE IT RESOLVED by the Township Committee of the

Township of Chatham, in the County of Morris, State of New Jersey, that the Township of

Chatham Planning Board is hereby directed to conduct the necessary preliminary investigation,

including the holding of a public hearing, to determine whether the study area identified above

and depicted on die attached aerial photograph is or is not an area in need of redevelopment

under the criteria set forth in N.J.S.A. 40A:J2A- 1 et seij. ; and

BE IT FURTHER RESOLVED tltnt the Planning Boatd is hereby authorized to utilize

the services ofFrank Banisch, P.P., of Boriisch Associates, Inc., to perform the preliminary

investigation.

BE IT FURTHER RESOLVED that the Planning Board shall submit its findings and

recommendations to the To.wnship Committee in the form ofa Resolution with supporting

documentation.

t TOWNSHIP OF CHATHAM IN

THE CQUmy OF MOiLTlKAdopted: November 1 0, 201 6

Attest:

m.C&pOkf — By:

Curt Rittcr, Mttyor"Grcgor£H. IvnConte, Cletit

1 Gregory J. LaConte, Township Clerk of the Township of Chatham in the County ofMorris, Now Jersey, hereby certify the foregoing to be a true complete copy of aresolution adopted by the Township Committee of lliu Township of Chatham at aregular meeting holt! onjl/1 —,•

Date Issued: / ^ / ~ \\

Township

Mms*>* \

h *}V

r*> x m

*>

/v,-;j !s.

/ ! ^- 'r \ X' 'T'i -

V>

*

\

/ Ni

\V,/

I\

f 1V

vy

-i

/#.

./

/,/ - V./ f's ^ >

"V -f

/i'

/..

1 •!v_/

Stv/•s

:V. .'•i

N J />

J'..L:-, IS.*

t

4«

EXHIBIT B

CHATHAM TOWNSHIP PRELIMINARY INVESTIGATION REPORT FOR

PROPERTY

(ATTACHED)

[S003-0021/579943/1] 39

Preliminary Investigation Report

Regarding Designation of

Block 48.16, Lot 117.27

as an

Area in Need ofRedevelopment

Chatham Township

Morris County, New Jersey

May 20 17

Prepared By:

Banisch Associates, Inc.

Ill Main Street, Flemington, NJ 08822

Francis J. Banisch IH, AICP/PP

License# 1686

Date

Purpose

Pursuant to the requirements of NJ.S.A. 40A:12A-6, the Chatham Township Committee

adopted Resolution No. 2016-182 on November 10, 2016, directing the Chatham

Township Planning Board to undertake a preliminary investigation to determine whether

Block 48,16, Lot 117.27 constitutes an area in need of redevelopment pursuant to the

criteria set forth in the LRHL at N.J.S.A. 40A:12A-5,

This Preliminary Investigation Report reviews the conditions on the property in question

and the statutory criteria for designating an area in need of redevelopment and

recommends that the subject properties be designated as a non-condemnation area in need

of redevelopment.

This report does not recommend any plan or strategy for use of, or modifications to, the

property, If the Township Committee concludes, as recommended here, that the subject

properties constitute an area in need of redevelopment, it will be within their purview to

direct the preparation ofa redevelopment plan or plans.

Description ofthe Study Area

The parcel-in-question (PQ) referred for evaluation by the Township Committee is Block

48.16, Lot 117.27, shown on Exhibit 1 (aerial photo) and Exhibit 2 (tax class). The

property is located at 401 Southern Boulevard.

The property is currently developed with the Chatham Township Police Department

offices near the front of tire parcel, in front of the Department of Public Works facilities

to the rear, A skate park occupies the northwesterly portion of the property. Attachment

A includes photos of the site and improvements.

Legal Frameworkfor Redevelopment

The Local Redevelopment and Housing Law, P.L. 1992 C. 79 (C40A:12A-1 et seq.)

provides strong tools for use by municipalities to remedy deterioration and improve the

productivity ofunderproductive lands. It also permits the inclusion of lands and buildings

that do not exhibit the qualifying criteria when their inclusion in an area in need of

redevelopment can promote a more effective redevelopment strategy.

Municipalities can acquire property, clear sites, install infrastructure and other site

improvements and enter partnerships with public and private entities to achieve

redevelopment goals.

New Jersey's redevelopment law offers a variety of tools for redevelopment planning,

design and implementation, which permit a municipality to:

Preliminary Redevelopment Investigation Township of Chatham

» Partner with the private sector through contractual redevelopment agreements, which

can include development incentives (e.g. -tax abatement, infrastructure).

° Achieve greater control over development through an adopted redevelopment plan,

redevelopment agreement(s) and designation of a redeveloper or redevelopers.

e Qualify for grant and other funding for planning and development activities.

* Refine land use policies and development regulations to promote desired

redevelopment.

o Qualify for 1.33:1 bonus credits against the municipal fair share obligation for

qualifying low and moderate income housing units constructed within a

redevelopment area.

The New Jersey Constitution expressly authorizes municipalities to engage in

redevelopment of "blighted areas" [N.J. Const, art. VI ft, § 3, 1] 1.]. Under the Blighted

Areas Clause of the New Jersey Constitution, the clearance, replanning, development, or

redevelopment of blighted areas shall be a public purpose and public use for which

private property may be taken or acquired.

Township Committee Resolution 2016-182, directing the Planning Board to conduct this

analysis, states explicitly that condemnation will not be used in connection with this

redevelopment planning process.

Glossary ofRedevelopment Terms

Definitions - The following definitions, as set forth in N.J,S.A.40A:12A-3. guided

this investigation:

means clearance, planning, development andRedevelopment

redevelopment; the conservation and rehabilitation of any structure or

improvement, the construction and provision for construction of

residential, commercial, industrial, public or other structures and the grant

or dedication of spaces as may be appropriate or necessary in the interest

of the general welfare for streets, parks, playgrounds, or other public

purposes, including recreational and other facilities incidental or

appurtenant thereto, in accordance with a redevelopment plan.

Redevelopment area or area in need of redevelopment means an

area determined to be in need of redevelopment pursuant to sections 5 and

6 of P.L.1092, c.79 (C.40A:12A-5 and 40A.T2A-6)... a redevelopment

area may include lands, buildings, or improvements which of themselves

are not detrimental to the public health, safety or welfare, but the inclusion

of which is found necessary, with or without change in their condition, for

the effective redevelopment ofthe area of which they are a part.

Preliminary Redevelopment Investigation Township of Chatham

2

Existing Land Use Character

The prevailing land uses in the Township are residential, with low density rural areas tothe north and medium density residential neighborhoods in the central and southernportions of the Township. High density apartments and townhouses are clustered in twoprincipal areas - to the north between Green Village Road and Southern Boulevard andnorth of Shunpike Road and to the south along River Road,

The subject parcel is less than 8/10 mile from the commercial center in ChathamTownship, which is situated along Green Village Road, Southern Boulevard andShunpike Road.

Exhibit 3 depicts the land cover character and Exhibit 4 illustrates the property tax classfor the area immediately surrounding the PQ, which is dominated by openspace/recreational uses (Faiimount Country Club to the north and southeast and NoePond Club immediately east). Adjacent to the northwest is Chatham Hills, formerly theKing James Care Center, and to the east lies the vast Great Swamp National WildlifeRefuge. Attachment B includes photos of neighboring land uses.

Statutory Criteria for Evaluation of Whether Study Area is

an Area in Need ofRedevelopment

fN.J.S.A. 40A; 12A-5) provides that after investigation, notice, and hearing as set forth inSection 6 ofP.L, 1 992, c.79, an area may be determined to be in need of redevelopment ifthe Planning Board recommends and the governing body concludes by resolution that thedelineated area contains at least one of the following conditions:

A. The generality of buildings are substandard, unsafe, unsanitary, dilapidated, orobsolescent, or possess any of such characteristics, or are so lacking in light, air,or space, as to be conducive to unwholesome living or working conditions.

B. The discontinuance of the use of buildings previously used for commercial,manufacturing, or industrial purposes; the abandonment of such buildings; or thesame being allowed to fall into so great a state of disrepair as to be untenable.

C. Land that is owned by the municipality, the county, a local housing authority,

redevelopment agency or redevelopment entity, or unimproved vacant land thathas remained so for a period of ten years prior to adoption of the resolution, andthat by reason of its location, remoteness, lack of means of access to developed

sections or portions of the municipality, or topography, or nature of the soil, is not

likely to be developed through the instrumentality of private capital.

D. Areas with buildings or improvements which, by reason of dilapidation,

obsolescence, overcrowding, faulty arrangement or design, lack of ventilation,light and sanitary facilities, excessive land coverage, deleterious use or obsoletelayout, or any combination of these or other factors, are detrimental to the safety,

Preliminary Redevelopment investigation Township of Chatham

3

health, morals, or welfare of the community.

E. A growing lack or total lack of proper utilization of areas caused by the conditionof the title, diverse ownership of the real property therein or other conditions,resulting in a stagnant or not fill ly productive condition of land potentially usefuland valuable for contributing to and serving the public health, safety and welfare.

F. Areas, in excess of five contiguous acres, whereon buildings or improvementshave been destroyed, consumed by fire, demolished or altered by the action ofstorm, fire, cyclone, tornado, earthquake or other casualty in such a way that theaggregate assessed value of the area has been materially depreciated.

G. In any municipality in which an enterprise zone has been designated. . . (Applies

only in a municipality containing an Urban Enterprise Zone.)

H. The designation of the delineated area is consistent with smart growth planningprinciples adopted pursuant to law or regulation.

Application ofStatutory Criteria to Study Property

The study area qualifies for designation according to the provisions ofN.J.S.A. 40A:12A-5c, d and h, as further demonstrated below.

N.J.S.A. 40A:12A-5c. - Land that is owned by the municipality, the county, a localhousing authority, redevelopment agency or redevelopment entity, or unimprovedvacant land that has remained so for a period of ten years prior to adoption of theresolution, and that by reason of its location, remoteness, lack of means of access todeveloped sections or portions of the municipality, or topography, or nature of thesoil, is not likely to be developed through the instrumentality ofprivate capital,

The parcel is owned by the municipality and by reason of this public ownershipand its location and topography is not likely to be developed through theinstrumentality of private capital. The site is adjacent to the Great SwampNational Wildlife Area andjs set low in the landscape adjoining one of thelargest contiguous wetland habitat areas in New Jersey. Despite being zoned for

affordable housing for decades, no affordable housing has been constructed andthe current arrangement fails to utilize the property to its full potential.

NJ.S.A. 40A:12A-5d — Areas with buildings or improvements which, by reason ofdilapidation, obsolescence, overcrowding, faulty arrangement or design, lack ofventilation, light and sanitary facilities, excessive land coverage, deleterious use or

obsolete layout, or any combination of these or other factors, are detrimental to thesafety, health, morals, or welfare of the community

Unremediated groundwater contamination from an underground storage tank(UST) has been identified within the southerly public works portion of thesite. The DPW garage includes a "known contaminated site", involving an

Preliminary Redevelopment Investigation Township of Chatham

4

active case (Activity # LSR120002). A result of land use activities on the site,

this contamination contributes to qualifying this site for designation as an area

in need of redevelopment.

N.J.S.A. 40A:12A-5h - The designation of the delineated area is consistent with

smart growth planningprinciples adopted pursuant to law or regulation.

The repurposing of this site for uses that are beneficial to the welfare of the

community will be enhanced through the use of redevelopment planning

powers. Including the study area as an "area in need of redevelopment" is

consistent with the smart growth principles of the NJ State Development and

Redevelopment Plan, which promotes beneficial redevelopment and reuse. The

land use character of the neighborhood is recreational and residential and the

site is proximate to the local shopping district, a location where redevelopment

can benefit the community,

Summary ofFindings and Recommendations

The subject property, which requires continuing environmental clean-up within the DPW

portion of the site, is deemed appropriate for designation as an area in need of

redevelopment, based on application of relevant statutory criteria.

This preliminary investigation is not designed to recommend any specific reuse

alternatives for this area, since such recommendations can only be outlined in a

redevelopment plan. After a Planning Board resolution is adopted memorializing the

recommendations from the hearing in this matter, the governing body may adopt a

resolution designating the area in question as an area in need of redevelopment.

Following any redevelopment area designation by governing body resolution, the

governing body will direct the preparation of a redevelopment plan setting out the goals

and objectives for these areas, and outlining the actions to be taken to accomplish these

goals and objectives.

Preliminary Redevelopment Investigation Township of Chatham

5

Preliminary Investigation AreaBlock 48.16, Lot 117.27

Portion of Chatham Township, Morris CountyJanuary 2017

Exhibit 1

TMWW* vAf*- 3fe

7

iii ( mmmmm&ftMrm: -mmm:

m

SiSSSiO? : nmmm- m

mmmm

LegendData Sources:

Morris County Planning Parcels 2014

N/DOT roadway network 2011

NJDF.P Known Coitlamnwltd Sites Listing 2012

Known Contaminated Site

s

100 200Block 48, 16, Lot 117.27

FeetThto map waa dtwaJopod vising New Joroy D«pj rt/nsnt of

EnvlfpnmenltJ Ptotftdlo/i GrogmpWc ,'n/onnalk*i Syjlam

rf"0"'*l dele. bj( this aetfrnlu-y jircducl hr» ncr, b«M NJOEPvwfflotl nrvl It nnl Slfit^tKJdiwlJorf,

A N I S C HA t a ll C I A t U I HC

dlMtirr.I'.'icw.iirA

Exhibit 2: Block 4431 6, Lot 117.27 - Tax Map page 34, Chatham Township, Momi County NJ

38

43 44

TaaSaSr'? J*

'1 i 5®1105

4i

r. -*=tr -Mr.

11JCL

aL*#~~

T "*'•'' «' >- x-t •»», *r «-...... ^

* ,n $ n^ WJ

«r*>(«ri /-a*®4

UE>-v1

1 5 *vi no

Kt I

39n;

m &2-: \li

lc 37

U s

<?tel. is] 1

1;tdJl'

116,05

U.A. A-;

ht*»

: VU.^A-

- Ta'~r~S^e

EHiHw—i

—•Tl-lA'l -vJjiX

TAX MAP

TC3H5H1P OF CHATHAM2L.jSS. -«±. iS.

17K*wa COUWTf

I wax r-co-

NO* OERSEV

aoc-ocn;t.ifcn19t, rj

W-t t awxn "€ =«-»* j=r^

~~ 38

Preliminary Investigation Area

Land Use/Land Cover

Exhibit 3

Block 48.16, iMt 117.27 Portion of Chatham Toivnship, Morris County

Ftdinuiity-ZQJZ.rigs

SBjP. : \

X

yA©> >r\S ^

mf-->A

. - v

sm/•-

imzMmimisssiiWJI'><

' •Hi

/ iX'

7- Wml

AL • j" :»f -:"p/

/ n

- \J1t> : ra/

.. . willifi

mm

mM• £* c,

mm"«I^K;a§ sg. || fp mmkm>A

pfe X I .: ;:fX- I - ' -XLegend

V"

MornV Cm(Ti/y Planning Parcels 2034

N)DOT roadway network 2023

NJZ2EP 2072 Liwrf ilsf/L/iw/ Ccruer

r i r - 1" •'• -

^ Block 48. 1 6, Lot 1 37.27 Commercial

"J.- Other Urban/Built Up

0 100 200 400 This mop vfni dovafopuo using Nrw Jsrwy Dupartnicnl of

Er.vironmtnuJ Prolecilcn Onoj]n>phic Infowedon System

d>0Hal flsLo. but INs secondary prodjd hai rwl Lxion NJOEF

weiHiW end Is «*>; Slvs-wmwUftd,

PotestFeet

Water Recreational LandB A N J S C H

Transportation

sk'oruminr

n«Ai( fltrl iViif.1

;23S3»' Wetlands

Preliminary Investigation Area

Property Tax Class

Block 4.8.16, Lot 117.27 Portion of Chatham Township, Morris County

Exhibit 4

mmc.' •>: >"

mSmmu? >r;

i•A•vftv 1

ipi :$?.

:, HI

• • v^r> 1flMKillff-c iv

:;. if & ;-.&%>• " -re pllSpMSiA

&% 77cm

'» t- * -A,

:fr *

On In Sntrees:

Morris Comity Planning Parcels 2014

NJDQT Mi.it/tniii; uelnuuk 2011Legend

O ^n<-k "^.'1 6, 0»t 1 17.117 A^scssL-dVacant

v^.jP Pp Public Property

4000 100 200 7h>J map wit developed ujirg N<w Je««y Departfjeial cl

rnvlfniwrnrlal P'clePon Gecpf.ijt.it Ic.'ocn.i' on Syslcm

J'glul e.T.o. bul Lfils iecpr.iljfY ccducl hm nol DCGJl MJDbPFoelCommercial

vftfiliC.i Olll IS A.-l i:l.")!C-aULhorirc0.

n A N I S C H

Attachment A: Photographs of Subject Property

' i iMimi: i 1 iff'

m £$*•*iYn;-a.

•"i>V

ft

? ' .«

p

Police station viewed from driveway with

skate park in background

'*&'?$> -:-"'•f

A*"

1

tjte®

:>w" ;'. " .-'• ••.£Lfj. ;"

as?

. --• _

yII

.y.J|

--

Police station (left) with DPW garage (right)