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1 r <br /> EIGHTH AMENDMENT <br /> TO <br /> PROPERTY DISPOSITION AGREEMENT <br /> This Eighth Amendment to Property Disposition Agreement(this"Amendment")is dated <br /> .for reference purposes May 2015, and is made and entered into by and between the PNW <br /> RIVERFRONT, L.L.C., a Washington limited liability company; RIVERFRONT <br /> COMMERCIAL, L.L.C., a Washington limited liability company (all of the foregoing entities <br /> collectively,Developer") and the CITY OF EVERETT, a municipal corporation of the State of <br /> Washington(the"City"). <br /> A. The City and Developer (as successor-in-interest to OliverMcMillan, LLC, a <br /> California limited liability company, OM Everett, Inc., a Washington corporation, and OMIT <br /> - - --Transfer Agent,-LLCM a--Delaware limited-liabilit -company) are parties_to that.certain_Property <br /> Disposition Agreement entered into on or about February 21,2007,and a memorandum of which <br /> was recorded under Snohomish County recording number 200805140860, as amended by a First <br /> Amendment to Property Disposition Agreement dated September 28, 2007, a Second <br /> Amendment to Property Disposition Agreement dated February 20,2008, a Third Amendment to <br /> Property Disposition Agreement dated April 30, 2008 (the "Third Amendment"), -a Fourth <br /> Amendment to Property Disposition Agreement dated October 28, 2009, a Fifth Amendment to <br /> Property Disposition Agreement dated June 27, 2011 (the "Fifth Amendment"), a Sixth <br /> Amendment to Property Disposition Agreement dated July 5, 2013, and a Seventh Amendment <br /> to Property Disposition Agreement dated July 5,2013 (the"Sevett&Amendment")(the Property <br /> Disposition Agreement as amended by all such amendments,the"FDA"or the`Agreement"). <br /> B. In 2014, the City delivered partial certificates of completion under the PDA for <br /> the Mill Site and the Simpson Pad. The Simpson Pad is now owned by CDCG 3 WLH LP, a <br /> Delaware limited partnership ("Simpson Pad Owner"). The Mill Site is now owned by <br /> Riverfront MF,LLC, a Washington limited liability company("Mill Site Owner"). <br /> C. The purpose of this Amendment is to Make certain, adjustments to the PDA to <br /> further facilitate development of the Riverfront. In particular, Developer and City each have <br /> obligations regarding construction of certain Riverfront improvements. In particular, the City <br /> has obligations regarding the Main Road Extension(including the Stuchell and Newland access) <br /> and Developer has obligations regarding public annenities. The parties agree that it would be <br /> more efficient for project development if the City and Developer swapped these obligations. .The <br /> parties agree that the obligations being transferred are substantially equal in cost. <br /> D. Another purpose of this Amendment is to clarify that Developer(meaning PNW <br /> Riverfront L.L.C. and Riverfront Commercial L.L.C., as defined above) are ultimately <br /> responsible for remaining obligations under the PDA, as set forth below. <br /> NOW THEREFORE,for and in consideration of the mutual promises as stated herein and <br /> • for other good and valuable consideration, the receipt and sufficiency of which is hereby <br /> acknowledged,the City and Developer agree as follows: <br /> 1 <br /> 54 <br />