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CITY
<br /> EIGHTH AMENDMENT
<br /> TO
<br /> PROPERTY DISPOSITION AGREEMENT
<br /> This Eighth Amen mento,Property Disposition Agreement(this"Amendment") is dated
<br /> for reference purposes 23, 2015, and is made and entered into by and between the
<br /> PNW RIVERFRONT, L.L.C., a Washington limited liability company; RIVERFRONT
<br /> COMMERCIAL INVESTMENT, L.L.C., a Washington limited liability company (all of the
<br /> foregoing entities collectively, Developer") and the CITY OF EVERETT, a municipal
<br /> corporation of the State of Washington(the"City").
<br /> A. The City and Developer (as successor-in-interest to OliverMcMillan, LLC, a
<br /> California limited liability company, OM Everett, Inc., a Washington corporation, and OMH
<br /> Transfer Agent, LLC, a Delaware limited liability company) are parties to that certain Property
<br /> Disposition Agreement entered into on or about February 21, 2007, and a memorandum of which
<br /> was recorded under Snohomish County recording number 200805140860, as amended by a First
<br /> Amendment to Property Disposition Agreement dated September 28, 2007, a Second
<br /> Amendment to Property Disposition Agreement dated February 20, 2008, a Third Amendment to
<br /> Property Disposition Agreement dated April 30, 2008 (the "Third Amendment"), a Fourth
<br /> Amendment to Property Disposition Agreement dated October 28, 2009, a Fifth Amendment to
<br /> Property Disposition Agreement dated June 27, 2011 (the "Fifth Amendment"), a Sixth
<br /> Amendment to Property Disposition Agreement dated July 5, 2013, and a Seventh Amendment
<br /> to Property Disposition Agreement dated July 5, 2013 (the "Seventh Amendment") (the Property
<br /> Disposition Agreement as amended by all such amendments, the "PDA" or the "Agreement").
<br /> In the Seventh Amendment, Developer's name was Riverfront Commercial, L.L.C. This entity
<br /> has since changed its name to Riverfront Commercial Investment, L.L.C.
<br /> B. In 2014, the City delivered partial certificates of completion under the PDA for
<br /> the Mill Site and the Simpson Pad. The Simpson Pad is now owned by CDCG 3 WLH LP, a
<br /> Delaware limited partnership ("Simpson Pad Owner"). The Mill Site is now owned by
<br /> Riverfront MF,LLC,a Washington limited liability company("Mill Site Owner").
<br /> C. The purpose of this Amendment is to make certain adjustments to the PDA to
<br /> further facilitate development of the Riverfront. In particular, Developer and City each have
<br /> obligations regarding construction of certain Riverfront improvements. In particular, the City
<br /> has obligations regarding the Main Road Extension (including the Stuchell and Newland access)
<br /> and Developer has obligations regarding public amenities. The parties agree that it would be
<br /> more efficient for project development if the City and Developer swapped these obligations. The
<br /> parties agree that the obligations being transferred are substantially equal in cost.
<br /> D. Another purpose of this Amendment is to clarify that Developer (meaning PNW
<br /> Riverfront L.L.C. and Riverfront Commercial Investment L.L.C., as defined above) are
<br /> ultimately responsible for remaining obligations under the PDA, as set forth below.
<br /> NOW THEREFORE, for and in consideration of the mutual promises as stated herein and
<br /> for other good and valuable consideration, the receipt and sufficiency of which is hereby
<br /> acknowledged,the City and Developer agree as follows:
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