Common use of Environmental Cleanup Clause in Contracts

Environmental Cleanup. The parties acknowledge that Environmental Conditions may exist on the Property as described in the Environmental Due Diligence Reports. In addition to its performance of the County Tasks as provided in Section 6.1, County shall, effective with Closing, authorize the Escrow Agent to retain Three Hundred Fifty Thousand Dollars ($350,000) from the Purchase Price (the “Escrow Holdback”), to contribute toward the premium of an environmental liability insurance policy on the Property, which shall be purchased by Developer using the Escrow Holdback effective with Closing, insuring against third party personal injury, third party property damage, remediation costs, and the incremental costs of development and construction caused by the Environmental Conditions (the “Environmental Policy”). The Environmental Policy shall designate Developer as the named insured and County as an additional named insured. County shall be entitled to review and approve the terms and conditions of the Environmental Policy prior to its purchase (which approval shall not be unreasonably withheld or delayed), and, if the Environmental Policy can be purchased and maintained on commercially reasonable terms, with commercially reasonable deductible amounts as reasonably determined by Developer, Developer agrees to keep the Environmental Policy in full force and effect until development of the Property is complete. (For purposes of this Section 8.2, development of the Property shall be deemed complete when excavation of the Property is completed and construction of the foundations, utilities and work in the public right of way related to the development of the Property is completed.) Any portion of the Escrow Holdback not used to pay the Environmental Policy premium, may be used, at Developer’s election, to pay any uninsured retention required by the Environmental Policy, to pay costs of remediating any Environmental Conditions discovered on the Property, or to pay the incremental costs of development of and construction on the Property attributable to the Environmental Conditions on the Property, such as the costs to dispose of contaminated soil or manage and pump contaminated ground water (collectively, “County’s Environmental Commitment”). The Escrow Agent shall be further instructed that, if any part of the Escrow Holdback remains unused by Developer for the purposes described above after development of the Property is complete, such unused part of the Escrow Holdback shall be reimbursed to County. Subject to the conditions and limitations of Article XI, Section 10 of the Oregon Constitution and the Oregon Tort Claims Act, ORS 30.260 through 30.300, as applicable to local public bodies under ORS 30.272 and public bodies under ORS 30.273, County shall defend (at Developer’s request), indemnify and hold harmless Developer, its successors and assigns, from and against all claims, costs, expenses, losses, damages, and liabilities, including, without limitation, reasonable legal, accounting, consulting, engineering and other expenses which may be imposed on or incurred by Developer, its successors or assigns, or asserted against Developer, its successors or assigns, by any other person or entity, including, without limitation, a governmental entity, arising out of or in connection with County’s failure to perform County’s Tasks, as provided in Section 6.1, or satisfy County’s Environmental Commitment described in this Section 8.2.

Environmental Cleanup. The parties acknowledge that Environmental Conditions may exist on Parties will work cooperatively toward obtaining a Response Action Outcome for the entire Property as described in which will allow for the Environmental Due Diligence Reports. In addition to its performance construction and operation of the County Tasks as provided Project without material additional cost and in Section 6.1, County shall, effective with Closing, authorize the Escrow Agent a manner reasonably acceptable to retain Three Hundred Fifty Thousand Dollars ($350,000) from the Purchase Price Purchaser (the “Escrow Holdback▇▇▇”). In connection therewith: 13.1 The costs for the investigation, testing, analysis and environmental cleanup necessary to obtain the ▇▇▇, including the Township’s environmental legal counsel and other Township professional fees (collectively the “Remediation”) remain undetermined at this time based upon the level of investigation that has occurred. Purchaser shall be responsible to obtain a Phase 2 environmental assessment for Block 115, Lot 16 (the DPW Site), as part of its Due Diligence. Seller intends to seek various grants and other funds to assist in the Remediation. While Seller is seeking the funding necessary to complete the Remediation, ▇▇▇▇▇▇▇▇▇ agrees to advance up to Seven Hundred and Fifty Thousand ($750,000) Dollars to be used for the Remediation (“Purchaser’s Remediation Loan”), each advance to contribute toward be funded upon Purchaser’s approval of the premium of an environmental liability insurance policy on Remediation activities subject to each advance and the Propertycosts incurred in connection with same. In the event Seller is successful in securing the financial assistance, which such funds shall be purchased by Developer using used in advance or in lieu of Purchaser’s Remediation Loan. Further, Seller may utilize the Escrow Holdback effective funds posted in the Remedial Funding Source escrow posted with Closingthe NJDEP in the amount of $485,400 in connection with the Remediation of Block 115, insuring against third party personal injury, third party property damage, remediation costs, and Lot 15 (the incremental costs of development and construction caused ▇▇▇▇▇▇ Press site). While the Remediation will be undertaken by the Environmental Conditions Seller’s Licensed Site Remediation Professional(s) (the “Environmental PolicyLSRP”). The Environmental Policy , both Parties shall designate Developer as the named insured and County as an additional named insured. County shall be entitled to review and approve the terms Remediation activities and conditions costs incurred in connection with same. If Purchaser’s Remediation Loan has been expended and additional Remediation funding is necessary, Purchaser shall advance up to an additional Seven Hundred and Fifty Thousand ($750,000) Dollars to be used for the Remediation (the “Additional Remediation Funding”), with the Remediation costs continuing to be subject to review and approval of both Parties. In the event Purchaser provides any Additional Remediation Funding, the term “Purchaser’s Remediation Loan” shall include such additional funds, up to a total of One Million and Five Hundred Thousand ($1,500,000) Dollars. If Seller is unable to obtain all of the Environmental Policy funding necessary to complete the Remediation through the above sources the Parties shall share the costs equally (50/50), with Purchaser being responsible to contribute, without setoff or Purchase Price credit, up to One Million Dollars ($1,000,000) to complete the remainder of the Remediation (the “Supplemental Remediation Funding”). In the event that there is still Remediation necessary after the Parties have expended the Supplemental Remediation Funding, the Parties shall confer and seek in good-faith to reach a mutually-acceptable arrangement for the funding of completion of the Remediation, it being understood in no event shall Purchaser be obligated to pay for any additional portion of the Remediation, absent further agreement between the Parties, its sole obligation in that regard being making the Purchaser’s Remediation Loan and paying the Supplement Remediation Funding. In the event Closing occurs, Purchaser shall receive a credit against the Purchase Price equal to the amount of Purchaser’s Remediation Loan, without interest. In the event this Agreement is terminated prior to its purchase Closing, Seller shall refund Purchaser’s Remediation Loan, without interest, within thirty (which approval 30) days of such termination. 13.2 During the Due Diligence Period, and prior to Closing, Seller shall not be unreasonably withheld or delayed), and, if the Environmental Policy can be purchased and maintained on commercially reasonable terms, with commercially reasonable deductible amounts as reasonably determined by Developer, Developer agrees continue efforts to keep the Environmental Policy in full force and effect until development complete all portions of the Property Remediation necessary in order to obtain a letter from Seller’s LSRP(s) indicating the Remediation is complete. (For purposes complete except for installation of this Section 8.2a cap, development which will consist of the Property shall be deemed complete when excavation of the Property is completed and construction of the foundationsProject, utilities and work in recording of a deed notice, which will occur once the public right of way related to the development cap is installed, and following completion of the Property is completed.cap and filing of the Deed Notice the LSRP(s) Any will issue the ▇▇▇ (the “LSRP Remediation Letter”). In the event that all Purchaser Conditions Precedent are met other than the LSRP Remediation Letter, the LSRP shall set forth in detail all additional remaining Remediation to be completed and the Parties shall confer in good-faith to determine if terms can be reached to proceed to Closing upon reaching mutually-acceptable terms regarding the financing of such remaining costs. Such terms may include Purchaser taking over the Remediation from Seller and deducting all or a portion of the Escrow Holdback costs incurred in connection therewith from the Purchase Price. In the event that the Parties cannot used reach an agreement for proceeding with the Remediation as set forth in this Section 13.1, Purchaser may terminate this Agreement upon written notice to Seller at any time prior to the date upon which the LSRP Remediation Letter is issued, in which event Seller shall refund to Purchaser, within thirty (30) days of said termination, Purchaser’s Remediation Loan, without interest. Notwithstanding the foregoing, it is understood in no event shall Purchaser be obligated to pay for any portion of the Environmental Policy premiumRemediation, may be usedabsent for the agreement between the Parties, at Developerits sole obligation in that regard being making Purchaser’s election, to pay any uninsured retention required by Remediation Loan 13.3 Demolition of the Environmental Policy, to pay costs of remediating any Environmental Conditions discovered on the Property, or to pay the incremental costs of development of ▇▇▇▇▇▇ Press and construction on the Property attributable to the Environmental Conditions on the Property, such as the costs to dispose of contaminated soil or manage and pump contaminated ground water (collectively, “County’s Environmental Commitment”). The Escrow Agent DPW buildings shall be further instructed that, if any part of the Escrow Holdback remains unused by Developer Remediation and it is anticipated that Seller shall be responsible for the purposes described above after development performing said demolition and commencing performance of all Remediation of the Property is complete, such unused part of areas formally occupied by said buildings in order to obtain the Escrow Holdback shall be reimbursed to County. Subject to the conditions and limitations of Article XI, Section 10 of the Oregon Constitution and the Oregon Tort Claims Act, ORS 30.260 through 30.300, as applicable to local public bodies under ORS 30.272 and public bodies under ORS 30.273, County shall defend (at Developer’s request), indemnify and hold harmless Developer, its successors and assigns, from and against all claims, costs, expenses, losses, damages, and liabilities, including, without limitation, reasonable legal, accounting, consulting, engineering and other expenses which may be imposed on or incurred by Developer, its successors or assigns, or asserted against Developer, its successors or assigns, by any other person or entity, including, without limitation, a governmental entity, arising out of or in connection with County’s failure to perform County’s Tasks, as provided in Section 6.1, or satisfy County’s Environmental Commitment described in this Section 8.2▇▇▇.

Environmental Cleanup. The parties acknowledge that Environmental Conditions may exist on Parties will work cooperatively toward obtaining a Response Action Outcome for the entire Property as described in which will allow for the Environmental Due Diligence Reports. In addition to its performance construction and operation of the County Tasks as provided Project without material additional cost and in Section 6.1, County shall, effective with Closing, authorize the Escrow Agent a manner reasonably acceptable to retain Three Hundred Fifty Thousand Dollars ($350,000) from the Purchase Price Purchaser (the “Escrow Holdback▇▇▇”). In connection therewith: 13.1 The costs for the investigation, testing, analysis and environmental cleanup necessary to obtain the ▇▇▇, including the Township’s attorney’s and other Township professional fees (collectively the “Remediation”) remain undetermined at this time based upon the level of investigation that has occurred. Purchaser shall be responsible to obtain a Phase 2 environmental assessment for Block 115, Lot 16 (the DPW Site), as part of its Due Diligence. Seller intends to seek various grants and other funds to assist in the Remediation. While Seller is seeking the funding necessary to complete the Remediation, ▇▇▇▇▇▇▇▇▇ agrees to advance up to Seven Hundred and Fifty Thousand ($750,000) Dollars to be used for the Remediation (“Purchaser’s Remediation Loan”), each advance to contribute toward be funded upon Purchaser’s approval of the premium of an environmental liability insurance policy on Remediation activities subject to each advance and the Propertycosts incurred in connection with same. In the event Seller is successful in securing the financial assistance, which such funds shall be purchased by Developer using used in advance or in lieu of Purchaser’s Remediation Loan. Further, Seller may utilize the Escrow Holdback effective funds posted in the Remedial Funding Source escrow posted with Closingthe NJDEP in the amount of $485,400 in connection with the Remediation of Block 115, insuring against third party personal injury, third party property damage, remediation costs, and Lot 15 (the incremental costs of development and construction caused ▇▇▇▇▇▇ Press site). While the Remediation will be undertaken by the Environmental Conditions Seller’s Licensed Site Remediation Professional(s) (the “Environmental PolicyLSRP”). The Environmental Policy , both Parties shall designate Developer as the named insured and County as an additional named insured. County shall be entitled to review and approve the terms Remediation activities and conditions costs incurred in connection with same. If Purchaser’s Remediation Loan has been expended and additional Remediation funding is necessary, Purchaser shall advance up to an additional Seven Hundred and Fifty Thousand ($750,000) Dollars to be used for the Remediation (the “Additional Remediation Funding”), with the Remediation costs continuing to be subject to review and approval of both Parties. In the event Purchaser provides any Additional Remediation Funding, the term “Purchaser’s Remediation Loan” shall include such additional funds, up to a total of One Million and Five Hundred Thousand ($1,500,000) Dollars. If Seller is unable to obtain all of the Environmental Policy funding necessary to complete the Remediation through the above sources the Parties shall confer and seek in good-faith to reach a mutually-acceptable arrangement for the funding of completion of the Remediation, it being understood in no event shall Purchaser be obligated to pay for any portion of the Remediation, absent further agreement between the Parties, its sole obligation in that regard being making the Purchaser’s Remediation Loan. In the event Closing occurs, Purchaser shall receive a credit against the Purchase Price equal to the amount of Purchaser’s Remediation Loan, without interest. In the event this Agreement is terminated prior to its purchase Closing, Seller shall refund Purchaser’s Remediation Loan, without interest, within thirty (which approval 30) days of such termination. 4895-2244-0660.v2 13.2 During the Due Diligence Period, and prior to Closing, Seller shall not be unreasonably withheld or delayed), and, if the Environmental Policy can be purchased and maintained on commercially reasonable terms, with commercially reasonable deductible amounts as reasonably determined by Developer, Developer agrees continue efforts to keep the Environmental Policy in full force and effect until development complete all portions of the Property Remediation necessary in order to obtain a letter from Seller’s LSRP(s) indicating the Remediation is complete. (For purposes complete except for installation of this Section 8.2a cap, development which will consist of the Property shall be deemed complete when excavation of the Property is completed and construction of the foundationsProject, utilities and work in recording of a deed notice, which will occur once the public right of way related to the development cap is installed, and following completion of the Property is completed.cap and filing of the Deed Notice the LSRP(s) Any will issue the ▇▇▇ (the “LSRP Remediation Letter”). In the event that all Purchaser Conditions Precedent are met other than the LSRP Remediation Letter, the LSRP shall set forth in detail all additional remaining Remediation to be completed and the Parties shall confer in good-faith to determine if terms can be reached to proceed to Closing upon reaching mutually-acceptable terms regarding the financing of such remaining costs. Such terms may include Purchaser taking over the Remediation from Seller and deducting all or a portion of the Escrow Holdback costs incurred in connection therewith from the Purchase Price. In the event that the Parties cannot used reach an agreement for proceeding with the Remediation as set forth in this Section 13.1, Purchaser may terminate this Agreement upon written notice to Seller at any time prior to the date upon which the LSRP Remediation Letter is issued, in which event Seller shall refund to Purchaser, within thirty (30) days of said termination, Purchaser’s Remediation Loan, without interest. Notwithstanding the foregoing, it is understood in no event shall Purchaser be obligated to pay for any portion of the Environmental Policy premiumRemediation, may be usedabsent for the agreement between the Parties, at Developerits sole obligation in that regard being making Purchaser’s election, to pay any uninsured retention required by Remediation Loan 13.3 Demolition of the Environmental Policy, to pay costs of remediating any Environmental Conditions discovered on the Property, or to pay the incremental costs of development of ▇▇▇▇▇▇ Press and construction on the Property attributable to the Environmental Conditions on the Property, such as the costs to dispose of contaminated soil or manage and pump contaminated ground water (collectively, “County’s Environmental Commitment”). The Escrow Agent DPW buildings shall be further instructed that, if any part of the Escrow Holdback remains unused by Developer Remediation and it is anticipated that Seller shall be responsible for the purposes described above after development performing said demolition and commencing performance of all Remediation of the Property is complete, such unused part of areas formally occupied by said buildings in order to obtain the Escrow Holdback shall be reimbursed to County. Subject to the conditions and limitations of Article XI, Section 10 of the Oregon Constitution and the Oregon Tort Claims Act, ORS 30.260 through 30.300, as applicable to local public bodies under ORS 30.272 and public bodies under ORS 30.273, County shall defend (at Developer’s request), indemnify and hold harmless Developer, its successors and assigns, from and against all claims, costs, expenses, losses, damages, and liabilities, including, without limitation, reasonable legal, accounting, consulting, engineering and other expenses which may be imposed on or incurred by Developer, its successors or assigns, or asserted against Developer, its successors or assigns, by any other person or entity, including, without limitation, a governmental entity, arising out of or in connection with County’s failure to perform County’s Tasks, as provided in Section 6.1, or satisfy County’s Environmental Commitment described in this Section 8.2▇▇▇.