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SECOND ADDENDUM
<br /> TO
<br /> SECOND AMENDMENT
<br /> TO
<br /> DEVELOPMENT AGREEMENT
<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 /> A. The City and Developer are parties to the Development Agreement dated June 2,
<br /> 2009, which was amended by the First Amendment dated April 3, 2014, the Second Amendment
<br /> to Development Agreement dated May 17, 2019,and the Addendum to Second Amendment dated
<br /> as 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 /> 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 was
<br /> attached to the Initial Addendum as Exhibit A. Now the parties are further amending the Final
<br /> Development Plan as set forth in this Addendum. The revised Attachment E-1 Final Development
<br /> Plan is attached to this Addendum as Exhibit A.
<br /> C. As acknowledged in the Initial Addendum the COVID-19 pandemic has occurred
<br /> since the execution of the Second Amendment and has impacted the viability and timing of certain
<br /> elements of the Everett Riverfront Development. Specifically,Developer has determined that the
<br /> Cinema Element of the Everett Riverfront Development is no longer viable. As further
<br /> contemplated by the Initial Addendum, Developer has proposed and the City desires to approve,
<br /> replacement of the Cinema Element with an anchor food and recreational use, as set forth in this
<br /> Addendum.
<br /> D. On August 1, 2013, PNW Riverfront, LLC assigned and Riverfront assumed all of
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