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<br />2
<br />
<br />SECOND ADDENDUM
<br />TO
<br />SECOND AMENDMENT
<br />TO
<br />DEVELOPMENT AGREEMENT
<br />
<br />This Second Addendum to the Second Amendment to Development Agreement (this
<br />"Addendum") is dated as of last signature below (the "Effective Date"), and is made and entered
<br />into by and among RIVERFRONT COMMERCIAL INVESTMENT, L.L.C. ("Riverfront"), a
<br />Washington limited liability company and RIVERFRONT PHASE 1, LLC, a Washington
<br />limited liability company, with respect to the Phase 1 Lots, RIVERFRONT PHASE 2, LLC, a
<br />Washington limited liability company, with respect the Phase 2 Lots, RIVERFRONT PHASE 3,
<br />LLC, a Washington limited liability company, with respect the Phase 3 Lots, RIVERFRONT
<br />PHASE 4, LLC, a Washington limited liability company, with respect to the Phase 4 Lots,
<br />RIVERFRONT GROCER LLC, a Washington limited liability company, with respect to the
<br />Grocer Lot, RIVERFRONT THEATER, LLC, a Washington limited liability company, with
<br />respect 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 />The City and Developer are parties to the Development Agreement dated June 2, 2009,
<br />which was amended by the First Amendment dated April 3, 2014, the Second Amendment to
<br />Development Agreement dated May 17, 2019, and the Addendum to Second Amendment dated as
<br />of May 4, 2021 (the 2021 addendum, the “Initial Addendum”; the 2019 amendment the “Second
<br />Amendment”; the development agreement as amended by both amendments and the Initial
<br />Addendum, the “Development Agreement”). Unless otherwise defined herein, all capitalized terms
<br />in this Addendum have the meaning set forth in the Second Amendment. The names of the lots in
<br />the paragraph above are as defined in the Assignment and Assumption Agreement by and among
<br />the parties dated December 20, 2019, recorded under Snohomish County recording no.
<br />202001090614 (“Assignment Agreement”).
<br />On October 21, 2019, the City approved a minor amendment to the Final Development
<br />Plan in accordance with EMC 19.29, which revised the second page of Attachment E-1 to the
<br />Second Amendment. The amended version of the second page of Attachment E-1 was attached to
<br />the Initial Addendum as Exhibit A. Now the parties are further amending the Final Development
<br />Plan as set forth in this Addendum. The revised Attachment E-1 Final Development Plan is
<br />attached to this Addendum as Exhibit A.
<br />As acknowledged in the Initial Addendum the COVID-19 pandemic has occurred since the
<br />execution of the Second Amendment and has impacted the viability and timing of certain elements
<br />of the Everett Riverfront Development. Specifically, Developer has determined that the Cinema
<br />Element of the Everett Riverfront Development is no longer viable. As further contemplated by
<br />the Initial Addendum, Developer has proposed and the City desires to approve, replacement of the
<br />Cinema Element with an anchor food and recreational use, as set forth in this Addendum.
<br />On August 1, 2013, PNW Riverfront, LLC assigned and Riverfront assumed all of the
<br />rights, obligations and liabilities of PNW Riverfront with respect to the Development Agreement
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