AMENDMENT OF REDEVELOPER’S AGREEMENT BETWEEN ROSELLE PARK VP, LLC AND THE BOROUGH OF ROSELLE PARK, NEW JERSEY This Amendment and Assignment Agreement (hereinafter “Amended Agreement”) is entered into on this ____ day of _____ 2018, by and between Roselle Park VP, LLC, a limited liability company under the laws of the State of Delaware, with a business address of 517 Route 1 South, Iselin, New Jersey (“Developer”), , and the Borough of Roselle Park, County of Union, State of New Jersey, a municipal corporation of the State of New Jersey, with an address located at 110 East Westfield Avenue, Roselle Park, New Jersey (“Borough”). The Developer, any member or proposed member thereof, and the Borough are also referred to herein individually as “Party” and collectively as the “Parties.” WITNESSETH WHEREAS, the Developer and the Borough entered into a Developer’s Agreement for the site known as Block 213, Lot 1 and Block 314, Lot 1 on the official tax map of the Borough of Roselle Park, a 4.68 acre parcel commonly referred to as the Romerovski site (hereinafter referred to as “Property”) on October 2, 2009; and WHEREAS, the Developer submitted to the Borough, by correspondence dated June 14, 2018 stating that Fernmoor Homes (“Fernmoor”) intends to replace one of the member of the Developer, AvalonBay Communities, LLC, in the limited liability corporation known as Roselle Park VP, LLC; and WHEREAS, the Fernmoor presented its qualifications before the governing body of the Borough, with the governing body being satisfied that Fernmoor can meet fulfill all obligations required by the Developer’s Agreement; and WHEREAS, AvalonBay Communities, LLC, one of the members of the Developer, by correspondence dated October 11, 2018, has agreed to be replaced as a member of the Developer by Fernmoor; and WHEREAS, in consideration of the aforementioned substitution of Fernmoor as a member of the Developer, the Parties seek to extend the time period for certain contingencies present in the Developer’s Agreement; and WHEREAS, this Amended Agreement is required in order to effectuate the replacement of one of the Members of the Developer and to amend the terms for the development of same. NOW, THEREFORE, in consideration of the promises and of the mutual representations, covenants and agreements set forth herein, the Parties hereto, each binding itself, its successor and assigns, do mutually promise, covenant and agree as follows: SECTION 1. SUBSTITUTION OF MEMBER OF DEVELOPER A. Pursuant to Section V.B.1.c of the Developer’s Agreement, Fernmoor presented its qualifications as an experienced developer of multi-family units to the governing body of the Borough and accepts any and all associated rights, obligations and duties under the Developer’s Agreement as a member of the Developer. B. Fernmoor hereby accepts all rights, obligations and duties under the Developer’s Agreement and is subject to all terms and conditions running with the land contained therein. B. AvalonBay Communities, LLC has submitted a letter attached hereto agreeing to be replaced by Fernmoor as a member of the Developer and hereby relinquishes all rights, obligations and duties conferred by the Developer’s Agreement to Fermoor. C. By this Amended Agreement, the Borough hereby finds that Fernmoor has experience sufficient to be accepted as a member of the Developer and consents to the substitution of Fernmoor for AvalonBay Communities, LLC in the Developer’s Agreement. SECTION 2. AMENDMENT OF PROJECT COMMENCEMENT DATE A. By amending the Developers Agreement the, Developer shall begin the building of the improvements for the Redevelopment Project no later than December 31, 2020. B. The Borough waives the requirement that the building of improvements for the Redevelopment Project must commence no later than December 31, 2018 and consents to the amendment of Section V.B.1.b. consistent with Paragraph A of this Section. SECTION 3. INCORPORATION BY REFERENCE A. The terms, conditions, rights, obligations, duties and responsibilities set for in the Developer’s Agreement between the Developer and the Borough are incorporated by reference in their entirety in this Amended Agreement. B. Fernmoor, as substituting member of the Developer, expressly agrees to be bound without qualification to all terms, conditions, obligations, duties and responsibilities as set forth in the Developer’s Agreement as incorporated by reference herein. SECTION 4 LEGAL TRANSFER OF INTEREST IN DEVELOPER A. AvalonBay Communities, LLC and Fernmoor hereby agree to effectuate a transfer of AvalonBay Communities, LLC’s interest in the Developer to Fernmoor by whatever conveyance or instrument is required by law. B. The Developer shall transmit proof of any assignment of any interest therein to the Borough within thirty (30) of the effective date of said assignment. C. Fernmoor shall transmit proof of closing of title for the Property to the Borough within thirty (30) days thereof. SECTION 5. EFFECTIVE DATE The Parties agree that this Amended Agreement shall take effect on the last date when an authorized representative of each Party has executed the Agreement. SECTION 6. RECORDATION This agreement may be enforced by any of the Parties, their successor and assigns. To achieve this purpose, the Borough shall record the Amended Agreement in a manner consistent with the provisions of Section V.B.1 of the Developer’s Agreement. SECTION 7. ENTIRE AGREEMENT Subject to Section 3 hereof, this Amended Agreement contains the entire agreement between the Parties. No representative, agent of employee of any of the Parties has been authorized to make any representations or promises with reference to this Agreement or to vary, alter or modify the terms hereof except as stated herein. No additions, changes or modifications, renewals or extensions hereof, shall be binding unless memorialized in writing and signed by the Parties hereto. SECTION 8. COUNTERPARTS This Amended Agreement may be executed simultaneously in one (1) or more counterparts, each of which shall be deemed to be the original. SECTION 9. PREPARATION Each of the Parties hereto acknowledges that this Amended Agreement was not drafted by an individual Party, but was drafted, negotiated, and reviewed by one or more representatives of all Parties and, therefore, the presumption of resolving ambiguities against the drafter shall not apply. Each of the Parties expressly represents to the other Parties that: (a) it has been represented by counsel in connection with negotiating the terms of this Amended Agreement; and (b) it has conferred due authority upon the persons executing this Amended Agreement. SECTION 10. SUCCESSORS AND ASSIGNS Notwithstanding any provision to the contrary, this Amended Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, including any successor or assignee of the interest of AvalonBay Communities, LLC in the Developer. SECTION 11. WAIVER Failure to enforce any of the provisions of this Amended Agreement by any of the Parties shall not be construed as a waiver of these provisions. SECTION 12. CAPTIONS Captions and titles to this Amended Agreement and the several sections and subsections are inserted for purposes of convenience of reference only, and are in no way to be construed as limiting or modifying the scope and intent of the various provisions of this Amended Agreement. SECTION 13. SEVERABILITY In the event any one or more of the provisions of this Amended Agreement shall be adjudged to be invalid, void or unenforceable, such adjudication shall apply only to the section, paragraph, subdivision, clause or provision and the remainder of this Amended Agreement shall be deemed valid and effective. SECTION 14. NOTICE OF ACTION The Parties agree to provide to each other prompt notice of any lawsuit, action or governmental declaration threatened or pending by third parties of which they are actually aware which may affect the provisions of this Amended Agreement, including without limitation any third party claim. SECTION 15. NOTICE OF CONVEYANCE OR TRANSACTION The Developer agrees to provide the Borough prompt notice of any conveyance of real property concerning any part of whole of the Property or other transaction related to any aspect of the Developer’s Agreement. SECTION 16. CONSTRUCTION This Amended Agreement has been entered into and shall be construed, governed and enforced in accordance with the laws of the State of New Jersey, without giving effect to provisions relating to the conflict of laws. SECTION 17. NOTICES Any notice or transmittal of any document required, permitted or appropriate hereunder and/or any transmittal between the Parties relating to the property (herein “Notices”) shall be written and shall be served upon the respective Parties by certified mail, return receipt requested, or recognized overnight or personal carrier with certified proof of receipt and, where feasible, and in addition thereto, facsimile delivery shall be provided. All Notices shall be deemed received upon the date of delivery set forth in such certified proof, and all times for performances based upon notices shall be from the date set forth therein. Delivery shall be affected as set forth above, subject to change as to the person(s) to be notified and/or their respective addresses upon ten (10) days notice as provided herein. IN WITNESS WHEREOF, the Parties and/or their authorized representatives have signed this agreement. ATTEST: THE BOROUGH OF ROSELLE PARK _______________________ Andrew J. Casais, RMC QPA Borough Clerk By ________________________________ Carl A. Hokanson, Mayor Date signed: _________________________ ATTEST: _______________________ ROSELLE PARK VP, LLC By ________________________________ Date signed: _________________________ ATTEST: _______________________ Date signed: _________________________ FERNMOOR HOMES, LLC By _______________________________