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HomeMy WebLinkAboutL018-09 - Other - Public Golf Management, Inc. - Payment of Arrearages - Riverbend Clubhouse - 01/29/2002 PAYMENT OF ARREARAGES AGREEMENT THIS PAYMENT OFF�ARAGES AGREEMENT (the "Agreement") is made and entered into as of Febru 2003, by and between Cindy Pederson ("Pederson"), whose address is 12832 SE 45 Place, Bellevue, WA 98006, and the City of Kent("City"), a Washington municipal corporation, whose address is 220 Fourth Avenue South, Kent, WA 98032,who agree as follows- 1 RECITALS a The City of Kent and Public Golf Management, Inc ("PGM") entered into the Riverbend 18-Hole Golf Course Clubhouse Lease Agreement dated March 23, 2000, and Addendum One To Lease Agreement dated January 29, 2002, (together referred to as the "Lease") Under the terms of the Lease, Landlord leased to PGM the restaurant facilities now commonly known as the Fire Creek Grill and located at 2019 W Meeker Street, Kent, Washington 98032 b PGM has entered into an asset sale agreement to sell the Fire Creek Grill to Access Golf Management, LLC At the time of closing of the asset sale agreement, PGM will owe the City for rent due under the Lease from January 1, 2003, through closing and Fifty-five Thousand Fourteen and 22/100 Dollars ($55,014 22) for rent due in 2002 As a condition of the City's consent to the assignment of the Lease, the City will be paid Twenty- five Thousand Dollars ($25,000 00) at closing and the remaining balance will be paid to the City from the following (t) The City will withhold amounts due to PGM under the terms of the Golf Management And Services Agreement dated March 27, 2000, (it) The City will be paid Twenty Thousand Dollars ($20,000 00), from funds held back at closing of the asset sale agreement upon the satisfaction of the conditions for release, and in any event no later than March 31, 2003, and 2 ADDITIONAL HOLDBACK At closing of the asset sale, Pederson will deposit with the escrow company, in a separate account, the difference between what Access Golf Management has placed in the holdback account and Twenty Thousand Dollars ($20,000 00) with instructions that these funds will also be released to the City upon satisfaction of the conditions for release of the holdback, but in no event later than March 31, 2003 Cindy Pederson shall be entitled to the interest on such funds. 3. PAYMENT TO CITY FROM OTHER SOURCES Nothwithstandmg any other provisions of this Agreement, to the extent the City receives payment for rent due for 2002 from sources other those listed above in section 1, funds held back at closing shall be released to the person entitled to those funds (ie., to PAYMENT OF ARREARAGES AGREEMENT—Page 1 of 2 (between Cindy Pederson and City of Kent) ORIGIN- L PGM or, with respect to the Additional Holdback referred to in section 2, to Cindy Pederson) 4 MISCELLANEOUS a. Successors and Assigns Each and all of the covenants, terms, agreements and obligations hereof shall extend to and bind and inure to the benefit of the successors and assigns of Pederson and the City b Time Time is of the essence of this Agreement with respect to each and every provision of this Agreement in which tune is a factor c Counterparts This Agreement may be executed in several counterparts and any and all such executed counterparts shall constitute a single agreement binding on each of the parties hereto and each of their respective successors and assigns, notwithstanding that each of the parties hereto is not signatory to the original or to the same counterpart d Annhcable Law The existence, validity, construction and operational effect of tlus Agreement, each and all of its covenants, agreements, terms and conditions and the respective rights and obligations hereunder of each of the parties hereto shall be determined in accordance with the laws of the State of Washington. e Controversy In the event of any controversy, claim or dispute between the parties hereto ansmg out of or relating to this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all expenses, including, without limitation, attorneys' fees incurred in connection therewith The term "prevailing party" shall include, without limitation, a party who obtains legal counsel or brings an action against the other by reason of the other's breach or default and obtains substantially the relief sought, whether by comprotmse, settlement orjudgment CINDY PEDERSON: CITY OF KENT: By By Date Its 1gM1c)A 1149 12 /N Date c-::2 -sj - -p_9 P m W aoc PAYMENT OF ARREARAGES AGREEMENT—Page 2 of 2 (between Cindy Pederson and City of Kent) PAYMENT OF ARREARAGES AGREEMENT THIS PAYMENT OF ARREARAGES AGREEMENT (the "Agreement") is made and entered into as of February S� 2003, by and between Cindy Pederson ('Pederson"), whose address is 12832 SE 45 Place,Bellevue,WA 98006, and the City of Kent("City"), a Washington municipal corporation, whose address is 220 Fourth Avenue South, Kent, WA 98032,who agree as follows- 1 RECITALS a The City of Kent and Public Golf Management, Inc. ("PGM') entered into the Riverbend 18-Hole Golf Course Clubhouse Lease Agreement dated March 23, 2000, and Addendum One To Lease Agreement dated January 29, 2002, (together referred to as the "Lease") Under the terms of the Lease, Landlord leased to PGM the restaurant facilities now commonly known as the Fire Creek Grill and located at 2019 W Meeker Street,Kent, Washington 98032 b. PGM has entered into an asset sale agreement to sell the Fire Creek Grill to Access Golf Management, LLC At the time of closing of the asset sale agreement, PGM will owe the City for rent due under the Lease from January 1, 2003, through closing and Fifty-five Thousand Fourteen and 22/100 Dollars ($55,014 22) for rent due in 2002 Asa condition of the City's consent to the assignment of the Lease,the City will be paid Twenty- five Thousand Dollars ($25,000 00) at closing and the remaining balance will be paid to the City from the following (1) The City will withhold amounts due to PGM under the terms of the Golf Management And Services Agreement dated March 27,2000, (u) The City will be paid Twenty Thousand Dollars ($20,000.00), from funds held back at closing of the asset sale agreement upon the satisfaction of the conditions for release, and in any event no later than March 31, 2003, and 2. ADDITIONAL HOLDBACK At closing of the asset sale, Pederson will deposit with the escrow company, in a separate account, the difference between what Access Golf Management has placed in the holdback account and Twenty Thousand Dollars ($20,000 00) with instructions that these funds will also be released to the City upon satisfaction of the conditions for release of the holdback,but in no event later than March 31,2003. Cindy Pederson shall be entitled to the interest on such funds. 3. PAYMENT TO CITY FROM OTHER SOURCES Nothwithstanding any other provisions of this Agreement, to the extent the City receives payment for rent due for 2002 from sources other those listed above in section 1, funds held back at closing shall be released to the person entitled to those funds (i e, to PAYMENT OF ARREARAGES AGREEMENT—Page 1 of 2 (between Cindy Pederson and City of Kent) PGM or, with respect to the Additional Holdback referred to in section 2, to Cindy Pederson) 4 MISCELLANEOUS a Successors and Assigns. Each and all of the covenants, terms, agreements and obligations hereof shall extend to and bind and inure to the benefit of the successors and assigns of Pederson and the City b Time Time is of the essence of this Agreement with respect to each and every provision of this Agreement in which time is a factor C. Counterparts This Agreement may be executed in several counterparts and any and all such executed counterparts shall constitute a single agreement binding on each of the parties hereto and each of their respective successors and assigns, notwithstanding that each of the parties hereto is not signatory to the original or to the same counterpart. d. Applicable Law The existence, validity, construction and operational effect of this Agreement, each and all of its covenants, agreements, terms and conditions and the respective rights and obligations hereunder of each of the parties hereto shall be determined in accordance with the laws of the State of Washington. e Controversy In the event of any controversy, claim or dispute between the parties hereto arising out of or relating to this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all expenses, including, without limitation, attorneys' fees incurred in connection therewith. The term "prevailing party" shall include, without limitation, a party who obtains legal counsel or brings an action against the other by reason of the other's breach or default and obtains substantially the relief sought, whether by compromise, settlement orludgment CINDY PEDERSON: CITY OF KENT: By P — By- Date - S Its Date• P`CL dlT .ES\Op Fdd W463\Nbhr oltMgm\Pey KWAmmag ge a-0303&c PAYMENT OF ARREARAGES AGREEMENT—Page 2 of 2 (between Cindy Pederson and City of Kent)