Riverfront Commercial Investment LLC 5/4/2021 Amendment

AGREEMENT NOW THEREFORE, for and in consideration of the mutual promises as stated herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,PNW,Riverfront, and the City hereby agree as follows: 1. Transfer of Cinema Element from First Phase to Cinema Element Phase. A. The bullets of Recital E to the Second Amendment are revised as follows, with gray-highlighted language added and struck-out language deleted: • First Phase: Drawings of the first phase of the Riverfront Project (the "First Phase") are attached as Exhibit 1 (the "First Phase Drawings") and approved renderings of the First Phase have been incorporated into the Mixed-Use Design Guidelines attached as Attachment G. The First Phase includes: (1)a minimum of two mixed use buildings, (2)a specialty grocer;(3)a cinema, (43) a public plaza in front of the cinema as shown in the Second Amendment(and subject to Section 1 of the Addendum to the Second Amendment to Development Agreement), (54)the "First Phase Park Project" defined below, and (65) associated parking. The approximate boundaries of the First Phase are as shown in the Landfill Site Phasing Plan.which is part of Attachment E-1,attached hereto(the"First Phase Property"). However,the First Phase Property does not include the property within the footprint of the building marked"theater"in Attachment E-1. This portion within the theater footprint is referred to as the"Cinema Element Property." • Remaining Phases: In addition, the Project includes several phases after the First Phase (the "Remaining Phases"; individually, "Second Phase" through "Sixth Phase" and, with respect to the Cinema Element Property, the "Cinema Element Phase"). The approximate boundaries and site plans of each of the Remaining Phases are also shown on Attachment E-1. B. Unless an alternative is approved under Section 1.0 below,the Developer will prior to the completion of the Third Phase complete the Cinema Element Phase, which will include construction of the Cinema Element on the Cinema Element Property, all as shown in the First Phase Drawings and elsewhere in the Second Amendment. C. The City acknowledges that a cinema on Cinema Element Property may not be viable for the Riverfront post-COVID. If the Developer believes that is the case, the Developer will propose a further amendment to the Final Development Plan that will : (1)replace the Cinema Element with another cinema or alternative entertainment uses or other elements on the Cinema Element Property and/or (2) move the Cinema Element to another location on the Developer Property. If the Cinema Element or replacement entertainment uses are approved in an alternative location on the Developer Property, a mixed use building may be located on the Cinema Element Property and the revised Cinema Element will be completed with the Phase in which the new site is located. The City will consider the proposal in light of the post-COVID environment. If the alternative is approved,the City and Developer will enter into an amendment to the Development Agreement to formalize the change. 2. Amendment of Section 5.2. A new Section 5.2.1.1 of the Second Amendment is added as follows: 2