255-26 Authorizing Extension of Matrix PSA and Amended Redevelopment Agreement(96221709.1).pdf

#96221709.1 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, on December 5, 2023, the Township adopted Resolution Number 405-23, designating Redeveloper as redeveloper for the Township Properties (also referred to collectively as the “Project Site”) for the proposed development of a film and video production campus of between 150,000 to 300,000 square feet (the “Project”); 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, due to various factors, discussions and advancement of the Project had stalled but the Parties had recently re-engaged in discussions to advance the Project and the environmental remediation of the Project Site, which will require additional time; and WHEREAS the Redevelopment/Purchase Agreement provides that if the Closing does not occur before by September 26, 2026, either Party may terminate the Redevelopment/Purchase Agreement; and WHEREAS, while the Parties have engaged in negotiations and discussions to advance the Project and the remediation, and wish to continue with such discussions in an effort to advance the Project, the Parties also recognize that they cannot meet all of the closing pre- conditions and are not prepared to move forward with the sale of the Township Properties or the reviews and approval of the Project; and WHEREAS, in order to facilitate such further negotiations and discussions, the Parties agree it is in their mutual best interest to commit to refrain from exercising their right to terminate the Redevelopment/Purchase Agreement based upon the failure to close on the sale of the Township Properties. NOW, THEREFORE BE IT RESOLVED, by the

t to refrain from exercising their right to terminate the Redevelopment/Purchase Agreement based upon the failure to close on the sale of the Township Properties. 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, for the remainder of calendar year 2026 until January 1, 2027. Section 2. The Redevelopment Redevelopment/Purchase Agreement shall remain in effect through January 1, 2027, notwithstanding that the Township has not conveyed the