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<br />109647 102 ik095e036d.002
<br />THIRD AMENDMENT
<br />TO
<br />AMENDED AND RESTATED PROPERTY DISPOSITION AGREEMENT
<br />EVERETT RIVERFRONT DEVELOPMENT
<br />(LANDFILL)
<br />This Third Amendment to Amended and Restated Property Disposition Agreement
<br />(this “Amendment”) is dated for reference purposes June 1, 2025, and is made and entered
<br />into by and between (i) RIVERFRONT COMMERCIAL INVESTMENT, L.L.C.
<br />(“Riverfront”), a Washington limited liability company, and RIVERFRONT PHASE 1,
<br />LLC, a Washington limited liability company, with respect to the Phase 1 Lots,
<br />RIVERFRONT PHASE 2, LLC, a Washington limited liability company, with respect the
<br />Phase 2 Lots, RIVERFRONT PHASE 3, LLC, a Washington limited liability company,
<br />with respect the Phase 3 Lots, RIVERFRONT PHASE 4, LLC, a Washington limited
<br />liability company, with respect to the Phase 4 Lots, RIVERFRONT GROCER LLC, a
<br />Washington limited liability company, with respect to the Grocer Lot, RIVERFRONT
<br />THEATER, LLC, a Washington limited liability company, with respect to the Theater Lot
<br />(collectively, “Developer”); and (ii) the CITY OF EVERETT, a municipal corporation of
<br />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 (the “First Amendment”), and by the Second Amendment dated on or about January
<br />30, 2025 (the “Second Amendment”) (entire agreement as amended, this “Agreement”). All
<br />capitalized terms in this Amendment have the meaning set forth in the Agreement. The
<br />names of the lots in the paragraph above are as defined in the Assignment and Assumption
<br />Agreement by and among the parties dated December 20, 2019, recorded under Snohomish
<br />County recording no. 202001090614.
<br />B. The Agreement establishes a deadline of July 1, 2025, for substantial
<br />completion of the First Phase. The First Phase of the Project, as defined in the Recital E of
<br />the Agreement, includes (1) two mixed use buildings, (2) a grocery store, (3) a public plaza
<br />(except those parts of the plaza, if any, to be completed with the AFR Phase), (4) the First
<br />Phase Park Project, and (5) associated parking.
<br />C. The Developer has completed the two mixed use buildings, the First Phase
<br />portion of the public plaza, and the associated parking. Developer will complete the First
<br />Phase Park Project by the First Phase Park Completion Deadline as established by the
<br />Second Amendment.
<br />D. Current market conditions indicate that grocery store operators want to see
<br />additional surrounding population density to support a grocery store at the Riverfront.
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