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ADDENDUM <br /> TO <br /> SECOND AMENDMENT <br /> TO <br /> DEVELOPMENT AGREEMENT <br /> This Addendum to the Second Amendment to Development Agreement(this"Addendum") <br /> is dated as of YYI ,2021 (the"Effective Date"),and is made and entered into by and among: <br /> (i) PNW RIVERFRONT, L.L.C., a Washington limited liability company ("PNW"), and <br /> RIVERFRONT COMMERCIAL INVESTMENT, L.L.C. ("Riverfront"), a Washington <br /> limited liability company and RIVERFRONT PHASE 1, LLC, a Washington limited liability <br /> company, with respect to the Phase 1 Lots, RIVERFRONT PHASE 2, LLC, a Washington <br /> limited liability company, with respect the Phase 2 Lots, RIVERFRONT PHASE 3, LLC, a <br /> Washington limited liability company,with respect the Phase 3 Lots,RIVERFRONT PHASE 4, <br /> LLC, a Washington limited liability company,with respect to the Phase 4 Lots, RIVERFRONT <br /> GROCER LLC, a Washington limited liability company, with respect to the Grocer Lot, <br /> RIVERFRONT THEATER,LLC, a Washington limited liability company, with respect to the <br /> Theater Lot (collectively, "Developer"); and (ii)the CITY OF EVERETT, a municipal <br /> corporation of the State of Washington(the "City"). <br /> RECITALS <br /> A. The City and Developer are parties to the Second Amendment to Development <br /> Agreement dated May 17, 2019 ("Second Amendment"). All capitalized terms in this Addendum <br /> have the meaning set forth in the Second Amendment. The names of the lots in the paragraph <br /> above are as defined in the Assignment and Assumption Agreement by and among the parties <br /> dated December 20,2019. <br /> B. On October 21, 2019, the City approved a minor amendment to the Final <br /> Development Plan in accordance with EMC 19.29,which revised the second page of Attachment <br /> E-1 to the Second Amendment. The amended version of the second page of Attachment E-1 is <br /> attached hereto as Exhibit A. <br /> C. The COVID-19 pandemic has occurred since the execution of the Second <br /> Amendment, which has impacted the viability and timing of certain elements of the Everett <br /> Riverfront Development. <br /> D. The First Phase of the Project contains a cinema element, as set forth in Second <br /> Amendment Attachment E-1 (as amended),the First Phase Drawings,the approved renderings of <br /> the First Phase in Second Amendment Attachment G, and elsewhere in the Second Amendment <br /> (the "Cinema Element"). The pandemic has made the Cinema Element unrealistic for the First <br /> Phase and the future viability of a cinema as part of the development uncertain. The purpose of <br /> this Addendum is to transfer the Cinema Element from the First Phase to a later Project Phase <br /> called(as defined below)the"Cinema Element Phase"and to allow for the possibility of a change <br /> to the type of uses included in the Cinema Element Phase. <br /> 1 <br />