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EXHIBIT 1 TO ORDINANCE
<br /> SECOND AMENDMENT
<br /> TO
<br /> DEVELOPMENT AGREEMENT
<br /> This Second Amendment to Development Agreement(this "Second Amendment") is dated
<br /> as of , 2019 (the "Effective Date"), and is made and entered into by and among:
<br /> (i)PNW RIVERFRONT, L.L.C., a Washington limited liability company ("PNW"), and
<br /> RIVERFRONT COMMERCIAL INVESTMENT, L.L.C. ("Riverfront"), a Washington
<br /> limited liability company(PNW and Riverfront, collectively, "Developer"); and(ii)the CITY OF
<br /> EVERETT, a municipal corporation of the State of Washington(the "City").
<br /> RECITALS
<br /> A. The City, OM Everett, Inc., a Washington corporation ("OM Inc. ") and OMH
<br /> Transfer Agent, LLC, a Delaware limited liability company ("OMH") are parties to the
<br /> Development Agreement dated June 2, 2009 ("Development Agreement"). The Development
<br /> Agreement concerns the Riverfront Property, which includes the Landfill Pad, the Simpson Pad,
<br /> and the Mill Property as defined in the Development Agreement.
<br /> B. Under the Riverfront Assignment and Assumption Agreement dated July 5, 2013,
<br /> OM, OM Inc. and OMH assigned to PNW, and PNW assumed all of the rights, obligations, and
<br /> liabilities of OM, OM Inc. and OMH under the Riverfront Agreements as defined therein,
<br /> including the Development Agreement. Under the Landfill Assignment and Assumption
<br /> Agreement dated August 1, 2013, Riverfront, formerly known as "Riverfront Commercial, LLC",
<br /> assumed all of the rights, obligations,and liabilities of PNW with respect to the Landfill Pad under
<br /> the Riverfront Agreements, including the Development Agreement. Riverfront currently owns
<br /> approximately 76.412+/- acres of land that remains subject to the Development Agreement
<br /> (collectively, the "Developer Property"), which Developer Property includes (1) Lots 16 and 21-
<br /> 29, inclusive,totaling 58.73+/- acres,being the Landfill Pad; (2)and Lots 15, 19, 31, 32B, and 33,
<br /> and 35-38,inclusive,totaling approximately 16.31 +/-acres. Riverfront does not own the Simpson
<br /> Pad or the Mill Property.
<br /> C. The City, PNW and Riverfront amended the Development Agreement by entering
<br /> into the First Amendment to the Development Agreement dated April 3, 2014 ("First
<br /> Amendment") for the purpose of revising the Preliminary Development Plan and Development
<br /> Standards contained in the Development Agreement to conform to revised plans for development
<br /> of the Simpson Pad and Mill Property prepared by PNW and Riverfront (referred to collectively
<br /> as "Polygon" in the First Amendment). This Second Amendment is not intended to affect
<br /> development of the Simpson Pad and Mill Property as provided for in the First Amendment.
<br /> D. The First Amendment at Recital D stated: "Polygon is still working on its plan for
<br /> the Landfill Pad. Once that work is complete,Polygon intends to seek a second amendment to the
<br /> Development Agreement, in order to implement its plan for the Landfill Pad." This Second
<br /> Amendment addresses the plan for development of the Landfill Pad.
<br /> E. Subsequent to the First Amendment,PNW,Riverfront and the City entered into the
<br /> Amended and Restated Property Disposition Agreement dated as of , 2019
<br /> ("Restated PDA"),which replaced that certain Property Disposition Agreement entered into on or
<br /> about February 21, 2007, a memorandum of which was recorded under Snohomish County
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