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1 <br />109647 102 ik095e036d.002 <br />SECOND AMENDMENT <br />TO <br />AMENDED AND RESTATED PROPERTY DISPOSITION AGREEMENT <br />EVERETT RIVERFRONT DEVELOPMENT <br />(LANDFILL) <br />This Second Amendment to Amended and Restated Property Disposition Agreement <br />(this “Amendment”) is dated for reference purposes as of the date of last signature below, <br />and is made and entered into by and between (i)RIVERFRONT COMMERCIAL <br />INVESTMENT, L.L.C. (“Riverfront”), a Washington limited liability company, and <br />RIVERFRONT PHASE 1, LLC, a Washington limited liability company, with respect to <br />the Phase 1 Lots, RIVERFRONT PHASE 2, LLC, a Washington limited liability company, <br />with respect the Phase 2 Lots, RIVERFRONT PHASE 3, LLC, a Washington limited <br />liability company, with respect the Phase 3 Lots, RIVERFRONT PHASE 4, LLC, a <br />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 <br />to the Theater Lot(collectively, “Developer”); and (ii) the CITY OF EVERETT, a <br />municipal corporation of the State of Washington (the “City”). <br />RECITALS <br />A.The City and Developer are parties to the Amended and Restated Property <br />Disposition Agreement dated May 10, 2019, as amended by the First Amendment dated May <br />4, 2021 (as amended, this “Agreement”). All capitalized terms in this Amendment have the <br />meaning set forth in the Agreement. The names of the lots in the paragraph above are as <br />defined in the Assignment and Assumption Agreement by and among the parties dated <br />December 20, 2019, recorded under Snohomish County recording no. 202001090614 <br />(“Assignment Agreement”). <br />B.Contemporaneously with this Amendment, the parties are executing a Second <br />Addendum to the Second Amendment to the Development Agreement (the “Second DA <br />Addendum”). As set forth in the Second DA Addendum, the parties have agreed to <br />replacement of the Cinema Element with an anchor food and recreation use. One purpose <br />of this Amendment is to make changes to the Agreement regarding this replacement that <br />correspond to the Second DA Addendum. <br />C.In addition, since the First Amendment, the City has taken steps to secure <br />funding for construction of the in-water improvements to the Eclipse Mill Park. Because of <br />this, the parties desire to adjust the certain timing provisions regarding the park. <br />D.Further, the parties acknowledge that all rights, obligations and liabilities that <br />PNW Riverfront LLC had under the Agreement have been assigned to and assumed by the <br />Developer pursuant to the Assignment Agreement, and PNW Riverfront LLC does not hold