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3 <br /> AMENDMENT NO. 2 <br /> PROPERTY PURCHASE AGREEMENT <br /> (Colby Avenue & Wall Street, Everett, Washington) <br /> THIS AMENDMENT NO. 2 TO PROPERTY PURCHASE AGREEMENT <br /> ("Amendment") is made and entered this 7th day of October, 2009, by and between the <br /> CITY OF EVERETT, a Washington municipal corporation, ("Seller") and TOUCHSTONE <br /> CORPORATION, a Washington corporation, AND/OR ASSIGNS ("Purchaser"). <br /> RECITALS <br /> A. Purchaser and Seller are parties to the Property Purchase Agreement dated <br /> October 16th, 2008 ("Agreement"), and Amendment No. 1 dated April 14, 2009, which <br /> concerns the real property legally described on Exhibit A to the Agreement and shown on <br /> the sketch on Exhibit B to the Agreement ("Property"). <br /> B. As a part of Purchaser's due diligence, Purchaser completed studies of the <br /> Property, including a site Survey; a Phase I and Phase II Environmental Site Assessment; <br /> and Geotechnical Evaluations of the Property for the proposed hotel project to be <br /> constructed on the site. An Amendment No. 1 to the Property Purchase Agreement dated <br /> April 14, 2009 was executed in order for Purchaser and City to address and negotiate <br /> concerns relating to environmental issues; geotechnical issues; and Project Design <br /> concerns regarding parking for the project relating to access, location, and costs of parking <br /> for the Project. <br /> C. Purchaser and City have made significant progress related to the specific <br /> environmental issues; geotechnical issues; and Project Design concerns for the hotel <br /> project including parking access, location, and costs of parking. <br /> D. For the purposes of permitting sufficient time to complete discussions and <br /> further negotiations regarding remaining issues, Purchaser and Seller have agreed to <br /> extend the Feasibility Period under the Agreement so that it expires on February 16, 2010. <br /> AGREEMENT <br /> For good and valuable consideration, the receipt and sufficiency of which are <br /> hereby acknowledged, Purchaser and Seller agree as follows: <br /> 1. Section 4(a) of the Agreement, as amended, is hereby deleted and <br /> replaced with the following: <br /> a. Studies. On or before February 16, 2010 ("Feasibility <br /> Period"), Purchaser shall have approved, in Purchaser's sole and <br /> absolute discretion, all soils, engineering, hazardous waste, geotechnical, <br /> wetlands, feasibility and other studies and reports which Purchaser <br /> 46 <br /> -1- <br />