2024/01/17 Council Agenda Packet

Planning Commission Resolution 23-04 EXHIBIT A : PROPOSED SECOND ADDENDUM TO SECOND AMENDMENT TO RIVERFRONT DEVELOPMENT AGREEMENT SECOND ADDENDUM TO SECOND AMENDMENT TO DEVELOPMENT AGREEMENT This Second Addendum to the Second Amendment to Development Agreement (this "Addendum") is dated as of last signature below (the "Effective Date"), and is made and entered into by and among RIVERFRONT COMMERCIAL INVESTMENT, L.L.C. ("Riverfront"), a Washington limited liability company and RIVERFRONT PHASE 1, LLC, a Washington limited liability company, with respect to the Phase 1 Lots, RIVERFRONT PHASE 2, LLC, a Washington limited liability company, with respect the Phase 2 Lots, RIVERFRONT PHASE 3, LLC, a Washington limited liability company, with respect the Phase 3 Lots, RIVERFRONT PHASE 4, LLC, a Washington limited liability company, with respect to the Phase 4 Lots, RIVERFRONT GROCER LLC, a Washington limited liability company, with respect to the Grocer Lot, RIVERFRONT THEATER, LLC, a Washington limited liability company, with respect to the Theater Lot (collectively, "Developer"); and (ii) the CITY OF EVERETT, a municipal corporation of the State of Washington (the "City"). RECITALS The City and Developer are parties to the Development Agreement dated June 2, 2009, which was amended by the First Amendment dated April 3, 2014, the Second Amendment to Development Agreement dated May 17, 2019, and the Addendum to Second Amendment dated as of May 4, 2021 (the 2021 addendum, the “Initial Addendum”; the 2019 amendment the “Second Amendment”; the development agreement as amended by both amendments and the Initial Addendum, the “Development Agreement”). Unless otherwise defined herein, all capitalized terms in this Addendum have the meaning set forth in the Second Amendment. The names of the lots in the paragraph above are as defined in the Assignment and Assumption Agreement by and among the parties dated December 20, 2019, recorded under Snohomish County recording no. 202001090614 (“Assignment Agreement”). On October 21, 2019, the City approved a minor amendment to the Final Development Plan in accordance with EMC 19.29, which revised the second page of Attachment E-1 to the Second Amendment. The amended version of the second page of Attachment E-1 was attached to the Initial Addendum as Exhibit A. Now the parties are further amending the Final Development Plan as set forth in this Addendum. The revised Attachment E-1 Final Development Plan is attached to this Addendum as Exhibit A. As acknowledged in the Initial Addendum the COVID-19 pandemic has occurred since the execution of the Second Amendment and has impacted the viability and timing of certain elements of the Everett Riverfront Development. Specifically, Developer has determined that the Cinema Element of the Everett Riverfront Development is no longer viable. As further contemplated by the Initial Addendum, Developer has proposed and the City desires to approve, replacement of the