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The mail survey polled 1,000 residents, businesses and community organizations and received 125 responses, Battey said.

"Over 95 percent of those interviewed indicated that they were supportive of the plans to develop the new library and about 86 percent indicated a willingness to contribute financially," said Battey.

"In a response to a mail survey sent to over 1,000 Mendham households, over 125 surveys were returned with an excellent response. Interest in the new library was strong, with 90 percent indicating support for the library and over 70 percent indicating a willingness to contribute financially," Battey said.

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WHEREAS, the de Neufvilles intend to convey and donate as a gift a certain parcel of
land hereinafter described to the Municipalities so that the Municipalities can then ground lease
that land to the Library of the Mendhams, a New Jersey nonprofit corporation ("LOTM"), for the
construction and maintenance of a library facility thereon for use by the citizens of both
Municipalities; and


WHEREAS, to enable and support LOTM's efforts to raise funds and proceed with its
plans to construct the library, the de Neufvilles are willing to enter into this Agreement to
demonstrate their commitment to convey and donate the Property after the conditions set forth
in this Agreement have been satisfied;


NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and in accordance with resolutions adopted by the Borough and the Township on
________ and __________, respectively, the parties hereto for themselves, their heirs, legal
representatives, successors and assigns, hereby agree as follows:

1.
Gift
of
Land. The de Neufvilles agree to convey and donate to the
Municipalities, as a gift without consideration, by bargain and sale deed with covenants against
grantors' acts, that certain parcel of land being a portion of Block 1801, Lot 16, as shown on the
Tax Map of the Borough of Mendham, and more particularly described and depicted on
Schedules A-1 and A-2 attached hereto (the "Property"), together with an appurtenant
perpetual and non-exclusive drainage easement as described and depicted on Schedules B-1
and B-2 attached hereto for the purpose of allowing a stormwater drainage pipe and outfall and
the overland flow of stormwater runoff from the Property to the nearby stream or pond on the de
Neufvilles' retained portion of said Lot 16, provided, however, that such conveyance and
donation shall not take place until the conditions precedent set forth in this Agreement have
been satisfied. That portion of the Property depicted on Schedule A-2 as a right-of-
way/roadway connecting into the adjacent public roadway on Block 1801, Lot 16.02 shall be
improved (in accordance with Borough standards for a public roadway) and dedicated as a
public road providing access to the new library and to the portion of Block 1801, Lot 16 ("Lot
16") retained by the de Neufvilles.

2.
Acceptance
of
Gift. Each of the Municipalities agrees to adopt an
ordinance accepting the de Neufvilles' deed of gift of the Property as tenants-in-common, each
having a fifty percent (50%) undivided interest in the Property, and then enter a ground lease
with LOTM so that a library may be built on the Property. The Property is being donated, and
accepted by the Municipalities, in AS-IS condition without representation or warranty of any
nature by the de Neufvilles' as to the condition or quality of the Property or the suitability of the
Property for use as a library or for any other purpose. The Municipalities have retained
professional consultants to inspect the Property on their behalf, perform environmental due
diligence and investigations as to the condition and suitability of the land for the Municipalities'
intended purpose.



3.
Conditions Precedent to the de Neufvilles' Conveyance. Before the de
Neufvilles shall be obligated hereunder to execute and deliver a deed conveying and donating
the Property to the Municipalities, the following conditions shall have been satisfied:



a.
Subdivision. Minor subdivision approval creating the Property as
a separately conveyable lot shall have been obtained by the Borough, and the
time for appeal of the subdivision approval shall have expired without any appeal
having been taken. Said minor subdivision shall be perfected by the execution
and recording of the deed to the Property in accordance with N.J.S.A. 40:55D-47.



b.
Library
Construction
Funding. The Municipalities shall be
satisfied, and represent to the de Neufvilles, that LOTM shall have received cash
or pledges sufficient to pay seventy-five percent (75%) of the architect's
estimated construction costs for the shell of a finished, but unfurnished, library
building for which a certificate of occupancy could be issued. The Municipalities
shall advise the de Neufvilles in writing when this level of funding has been
achieved.

c.
Credit Towards Future Cluster Development. The Borough shall
have adopted a ordinance (and the appeal period for same shall have expired
without an appeal having been taken) amending §215-14.G.(1) of the Mendham
Borough Zoning Ordinance to create a subsection (d) thereof allowing a density
bonus of one additional unit for each five acres of land dedicated to the
Municipalities for public use purposes in connection with an application for
subdivision and/or site plan approval of the future development of the retained
portion of Lot 16 and allowing such bonus even if such dedication precedes said
development application ; provided that such application is filed within a ten-year
period after the dedication of the Property to the Municipalities in accordance
herewith.



d.
N.J.D.E.P.
Permits. The final, non-appealable permits needed
from the New Jersey Department of Environmental Protection to build the library
and the access road to the library (including, but not limited to, wetlands general
permits, transition area waivers, stream encroachment permits and special
resource protection area waivers) shall have been received, and no permit shall
contain a condition precluding the further extension or utilization of the access
road to serve the remainder of Lot 16 and adjacent parcels for development of
that land consistent with the currently existing Borough zoning ordinance.



e.
Access
Road. The parties shall have agreed upon the location,
alignment and standards for the public access road to the library and shall be
satisfied that such public access road will provide access to the remainder of Lot
16 for development of that land consistent with the existing Borough zoning
ordinance.



f.
Ground
Lease. The Municipalities and LOTM shall have agreed
upon the terms and conditions of the ground lease of the Property for the library
facility and shall have adopted appropriate ordinances approving the execution of
the same contingent upon the occurrence of the land donation contemplated
herein.

If the forgoing conditions precedent have not been satisfied by July 1, 2007, or such later date
as is specified in writing by the parties hereto, then this Agreement shall terminate and the de
Neufvilles shall have no further obligation hereunder.

4.
Good
Title;
Closing. Title to the Property to be conveyed by the de
Neufvilles shall be a good and marketable fee simple title, insurable at regular rates by a title
insurance company selected by the Municipalities and shall be conveyed free and clear of all
liens, encumbrances, tenancies and rights of any nature except for the deed restriction
referenced in paragraph 5 below and such other encumbrances as are acceptable to by the
Municipalities. The closing of title to the Property in accordance herewith shall occur at the
offices of Pitney Hardin, LLP, 200 Campus Drive, Florham Park, New Jersey, or such other
location as the parties may designate, on or before the first business day which is thirty (30)
days after satisfaction of all of the conditions precedent to the conveyance of the Property set
forth in paragraph 3 above. If the de Neufvilles' are unable to convey title to the Property in
accordance with the foregoing, the Municipalities' sole right and remedy shall be to decline the
donation and terminate this Agreement.



5.
Deed Restriction If Property Is Not Used as a Library. The deed for the
Property shall contain, and the Municipalities' title shall be subject to, a deed restriction running
with the land which will require that the Property be used exclusively for a public library but, in
the event that LOTM, as the ground lessee, and the Municipalities, as ground lessors,
reasonably determine that the operation of a joint public library in the Borough is no longer
feasible, the Property shall be used for a similar public purpose which advances the cultural,
historic preservation or environmental preservation interests of the public. Under no
circumstances shall the Property be used for a Department of Public Works facility, police
station or emergency service facility, or storage facility of any kind; and no parking of
maintenance or construction vehicles or police, fire or emergency service vehicles shall be
permitted thereon, except temporarily in the event of an emergency. The right to enforce the
deed restriction may be assigned by the de Neufvilles to the New Jersey Conservation
Foundation or a similar non-profit cultural, historical or environmental preservation organization.

6.
Pond
Modification. The parties hereto acknowledge and agree that the
pond located near the Property and into which stormwater runoff from the Property will flow
pursuant to the drainage easement described and depicted in Schedules B-1 and B-2 may be
modified or eliminated by the de Neufvilles or their successors-in-title to Lot 16 in the process of
complying with dam safety and other environmental regulations and nothing contained herein or
in the drainage easement referenced hereinabove shall obligate the de Neufvilles to retain the
pond or limit their rights to modify or eliminate the same in compliance with applicable laws and
regulations. If such pond modification work is undertaken by said owner of Lot 16, such work
shall be performed so as to avoid any material adverse impact to the drainage facilities and
other improvements installed by LOTM to serve the library facility constructed on the Property.
The Municipalities agree to interpose no objection to any such pond modification work which
causes no material adverse impact to the library improvements and to execute such consents to
such pond modification work as may be requested by said owner of Lot 16 in connection with
the permitting of such work. The Municipalities shall likewise require LOTM to consent to such
pond modification work through an appropriate covenant in the ground lease.

7.
Assignment. This Agreement may not be assigned by the Municipalities
without the prior written consent of the de Neufvilles, which consent may withheld for any
reason and in their sole discretion.

8.
Amendments: This Agreement may not be modified or amended except
by a written agreement executed by the parties.

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Regarding the merged library:

As your response to my previous inquiry would suggest, you are apparently not very willing to engage in reasonable discussion regarding the merits of this proposed, and secret committee developed/orchestrated $6 million public/private financed library merger. Obviously you are satisfactorily convinced that it is the public's will, and it is in the public interest, that this new library be built. I would inquire to know what facts-- perhaps actual citation to a credible statistic-- inspire such confidence.

As a follow-up question, it seems quite obvious that the development company is receiving "benefits" in return for their land donation that actually exceed the real value of the land being "donated". In practical effect, the construction of this library will in fact facilitate the development of the connected property by making development less-expensive and substantially improve the property by connecting it to a neighborhood enhancing piece of social infrastructure. In my opinion using the words "gift" or "donation" implies something that is not taking place here. I would inquire if the council feels any similar discomfort with this "appearance problem".

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Mendham couple to give land for library

As part of deal, borough will give landowners credits to develop site in future

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"They are very philanthropic,"Kraft said. "Their donation for this library comes from a philanthropic bent."

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“The $1.5 million will not go toward actual construction of the building, just the area surrounding it,” Henry said. “If there is money left over from the fund, it will go towards furniture, shelving and office equipment.”

Henry said the $1.5 million for the borough will come from the sale of the present library building, short term bonds, and engineering and in-kind services that the borough can provide from its own staff.

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Upon motion duly made and seconded the Committee went into closed session at 6:10 p.m. Joining the Committee were Mendham Borough Mayor Neil Henry, Mendham Borough Engineer Paul Ferriero and Rick Blood, President of the Library Of The Mendhams. The purpose of this meeting was to update all concerned parties with current information relating to the LOTM site. Mr. Ferriero reviewed the history of the site proposed to be donated by the D’Neufville family and the various restrictions that could hinder development. Mayor Henry reviewed other possible sites that were looked at as well as a site in Mendham Borough that has recently been brought to the attention of the LOTM board and the governing bodies of the Mendhams. Those present this evening agreed to poll the other members of their respective bodies and if all are in agreement, to proceed with preliminary exploration of the newly identified site.

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