114-26 Resolution Authorizing Second Amendment of Matrix PSA and Amended Redevelopment Agreement(95894292.2).doc

114-26 March 24, 2026 RESOLUTION OF THE TOWNSHIP OF WEST ORANGE AUTHORIZING THE EXECUTION OF A SECOND AMENDMENT TO THE PURCHASE AGREEMENT AND REDEVELOPMENT AGREEMENT WITH MDGA- WEST ORANGE DOWNTOWN REDEVELOPMENT, LLC. WHEREAS, in accordance with the Local Redevelopment and Housing Law, N.J.S.A. 40A:12A-1 el seq. (the "Redevelopment Law"), the Township has designated a portion of its downtown area generally bounded by the City of Orange to the southeast, Park Avenue to the southwest, Llewellyn Park to the northwest, and Kling Street to the northeast, and containing those properties identified on the Official Tax Map of the Township as Blocks 63, 64, 66, 115, 116, 116.02 and portions of Blocks 89, 114 and 117 as an area in need of redevelopment (collectively, the "Redevelopment Area"); and WHEREAS, in accordance with the Redevelopment Law, the Township enacted a redevelopment plan for the Redevelopment Area entitled the "Downtown Redevelopment Plan Historic West Orange" on February 9, 2003 (the "Original Redevelopment Plan"); and WHEREAS, the Original Redevelopment Plan has been amended throughout the years as follows: the "First Amendment," adopted August 15, 2006, the "Second Amendment," adopted March 6, 2007, the "Third Amendment," adopted in 2010, and the "Fourth Amendment" adopted on September 14, 2021 (the Original Redevelopment Plan, along with the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment referred to collectively as the "Redevelopment Plan"); and WHEREAS, the Fourth Amended Redevelopment Plan creates a new overlay zone (the Film Services Overlay District (the "FSOD"), which provides for film production activities adjacent to the location of the world's first film production studio, the Black Maria, which was on the grounds of what is now the Thomas Edison National Historical Park; and WHEREAS, the FSOD is comprised of certain properties located within the Redevelopment Area designated as Block 63, Lots, 24, 25, 33.01, 33.02, 36, 37, 38, 39 and 41, which properties are located east of Standish Avenue and south of Lakeside Avenue; Block 64, Lots 2.01, 2.03, 2.04, 3.02, 28, 30, 31, 32, 33, 34, 34.01,

25, 33.01, 33.02, 36, 37, 38, 39 and 41, which properties are located east of Standish Avenue and south of Lakeside Avenue; Block 64, Lots 2.01, 2.03, 2.04, 3.02, 28, 30, 31, 32, 33, 34, 34.01, 38,42.02, 49 and 49.01, which properties are located east of Ashland Avenue, south of Lakeside Avenue and west of Standish Avenue; and Block 115, Lots 15, 16, 16.01 (a portion of which is designated as Block 1302, Lot 1 in the City of Orange), 17 and 51, which properties are located north of Lakeside Avenue, west of Watchung Avenue and south of Columbia Street (referred to collectively as the "FSOD Properties"); and WHEREAS, the Township is the fee title owner of certain real properties within the Redevelopment Area designated as Block 115, Lots 15, 16, and 51, which properties are located north of Lakeside Avenue, west of Watchung Avenue and south of Columbia Street(the "Township Properties"); and WHEREAS, the Redeveloper has expressed an interest in purchasing and redeveloping the Township Properties (also referred to collectively as the "Project Site") in accordance with the permitted uses set forth in the FSOD under the Redevelopment Plan as a film and video production campus of between 150,000 to 300,000 square feet (the "Project"); and WHEREAS, the Township determined that Redeveloper meets all necessary criteria, including financial capabilities, experience, expertise and project concept for redevelopment of the Project Site and, as a result, determined to engage exclusively in negotiations with Redeveloper for the purpose of entering into a Redevelopment Agreement to designate Redeveloper as the exclusive redeveloper of the Project Site; and WHEREAS, the Redevelopment Law, N.J.S.A. 40A:12A-8(f), authorizes the Township to arrange or contract with a redeveloper for the undertaking of any project or redevelopment work in an area designated as an area in need of redevelopment; and WHEREAS, the Township has been in discussions with Redeveloper regarding redevelopment of the Redevelopment Area pursuant to the FSOD development standards under the Redevelopment Plan; and WHEREAS, on December 5, 2023, the Township adopted Resolution Number 405-23, designating Redeveloper as redeveloper for the Project Site

ment standards under the Redevelopment Plan; and WHEREAS, on December 5, 2023, the Township adopted Resolution Number 405-23, designating Redeveloper as redeveloper for the Project Site and authorizing the execution of the redevelopment agreement (the "Redevelopment Agreement"), pursuant to which Redeveloper made certain payments to the Township and conducted further due diligence of the Township Properties, within the limited time frames specified in the Redevelopment Agreement; and WHEREAS, Redeveloper had advanced its due diligence and preliminary work with respect to the Project to the point that the Parties negotiated and executed a First Amendment to Redevelopment Agreement, on September 26, 2024, (the "Redevelopment/Purchase Agreement"), setting forth the specific terms upon which Redeveloper will purchase the Township Properties, conduct further due diligence of the Township Properties within the time frames specified in the Amendment, extend Redeveloper's status as the designated redeveloper for the Project Site and make certain related amendments to the Redevelopment Agreement; and WHEREAS, the Parties have recently been significantly re-engaged in discussions to advance the Project and the environmental remediation of the Project Site, which will require additional time; and WHEREAS the Parties have engaged in negotiations and discussions to expeditiously advance the Project and the remediation, and wish to proceed to implement such efforts to advance the Project, upon the terms and conditions as set forth in a Second Amendment to the Redevelopment/Purchase Agreement, substantially in the form attached here to Exhibit A (the "Second Amendment"). NOW, THEREFORE BE IT RESOLVED, by the Township Council of the Township of West Orange, as follows: Section 1. MDGA-West Orange Downtown Redevelopment, LLC, hereby continues to be designated as the exclusive redeveloper of the Project Site, for and upon the term set forth in the Redevelopment Agreement and Redevelopment/Purchase Agreement, as amended by the Second Amendment, for the time periods as set forth in the Second Amendment to January 26, 2027. Section 2. The Mayor is hereby authorized to execute the Second Amended

mended by the Second Amendment, for the time periods as set forth in the Second Amendment to January 26, 2027. Section 2. The Mayor is hereby authorized to execute the Second Amended Redevelopment Agreement and Purchase Agreement in substantially the form attached hereto as Exhibit A. Section 3. This resolution shall take effect immediately. Karen J. Carnevale, R.M.C., Municipal Clerk Susan Scarpa, Council President Adopted: March 24, 2026