HomeMy WebLinkAboutL018-09 - Other - Public Golf Management, Inc. - Assignment of Lease to Access Golf Management LLC - Riverbend Clubhouse - 01/29/2002 CITY CLERK
CITY OF KENT
220 411 Avenue South
KENT Kent, WA98032
WASHINGTON
Fax 253-856-6725
PHONE: 253-856-5725
Lease Agreement Cover Sheet
Instructions
This document is to be used in lieu of the Contract Cover Sheet
SECTION 1 — CONTRACT PROCESSING AND TENANT SET-UP:
All lease agreements must be signed by the Mayor or his/her designee and approved
by the City Council. Lease amendments, extensions, renewals, and assignments may
or may not require Council approval (contact the Law Department), but they must be
signed by the Mayor.
The City Clerk's Office will perform the following tasks associated with all lease
agreements and amendments:
• Assign a sequential lease agreement number based on starting with 001 and
preceded with "L", e.g. L001.
• Scan the Lease Agreement Cover Sheet, Lease Agreement (or Amendment) and,
if any, related supporting documentation into the document imaging system.
• Provide notification via e-mail to the Contact Person (Question 2), Law and
Customer Services.
The Lease Agreement Cover Sheet is to be completed for each existing and active and
all subsequent lease agreements, lease amendments and assignments of lease. There
is recognition that certain existing and active agreements and amendments may not
incorporate new policies, e.g. commencement of the lease on the 1st of the month or
year. Those agreements and amendments will be addressed through subsequent
agreements and/or amendments, if any.
Contract Number: L018-09-3
1. Responsible Department/Division: Parks/Adman
2. Contact Person and Title: Jeff Watling
Telephone Extension: 5007
3. Tenant (Customer) Name: Access Golf Management, LLC (assignment from
Public Golf Management, Inc)
4. Tenant (Customer) Number: 54272
Lease Agreement Cover Sheet—Page 1 of 5
5. General Ledger Account Number: 48006855.56250
6. King County Tax Parcel Number: 232204-9010 (partial)
7. Address of Parcel: 2019 West Meeker Street, Kent
8. Type of Lease: First Assignment of Lease (to Access Golf Management, LLC) -
Commercial Building Rental
9. Council Authorization Date: None
10. Mayor Signature Date: February 5, 2003
SECTION 2 - LEASE DURATION AND IMPORTANT DATES:
All lease agreements and amendments must reflect the lease start date, lease
termination date and the duration of the lease. The lease agreement may also
authorize the tenant to request an extension of the lease term, i.e. either "month to
month" or for a defined period of time. The tenant must provide advanced written
notice of the intent to exercise this lease option.
A date certain lease start date must be established in the lease agreement and must
be the first of the month. Commencement of certain leases may be predicated on
certain actions by the tenant, e.g. installation of cellular tower equipment. In such
instances, a reasonable fixed future date must be established in the lease agreement.
11. Lease Start Date: March 1, 2000
12. Tenant Lease Option Renewal Notification Due Date: 180 days prior to
expiration of term
13. Lease Termination Date: February 28, 2006
14. Lease Duration: March 1, 2000 through February 28, 2006. One six year option
period
SECTION 3 - RENT DETERMINATION AND DUE DATE:
Lease agreement must include provisions establishing the stated rent and, if over one
year in length, modification of stated rent. Typically, rental increases are based on
changes in the Consumer Price Index. Example of possible contract language:
Effective as of each anniversary of the Commencement date (the
"Adjustment Date") by an amount equal to the greater of four (4) percent
or the percentage increase In the CPI two (2) months prior to the
Adjustment Date and the CPI for the month 12 months prior to the
Adjustment Date. "CPI" means the Consumer Price Index - All Urban
Consumers, (Seattle-Tacoma-Bremerton, WA), All Items, base oenod
1982-84=100, Not Seasonally Ad u1 sted, Issued by the U.S. Bureau of Labor
Statistics. If the CPI Is converted to a different standard reference base, or
otherwise revised, the adjustment set forth In this paragraph shall be made
with the use of the conversion formula published by the U.S. Bureau of
Labor Statistics.
Lease Agreement Cover Sheet-Page 2 of 5
15. Rent: Greater of $12.00 per square foot of leased space ($5,000.00) or 51/o of
gross revenue/month (plus leasehold excise tax)
16. Rent Due Date: loth of the following month, e.g. January rent due February 10
17. Calculation of Rental Increase(s): N/A - Rent calculated based on stated
percentage of gross revenue subject to a $5,000.00 per month minimum (plus
leasehold excise tax).
SECTION 4 — LEASEHOLD EXCISE TAX:
Leasehold excise tax applies to the possession and use of publicly owned real property
by a private sector individual, business or other organization. This tax is calculated
based on 12.84 percent of the contract rent amount. See also Department of
Revenue Leasehold Excrse Tax Frequently Asked Questions and Answers
(http://dor.wa.gov/docs/Pubs/IndustSpecific/Leasehold.pdf). Contact the Customer
Services Financial Analyst (LIDs/Receivables) or the Audit Manager regarding
questions in this area.
18. Is this lease subject to leasehold excise taxes?
® YES (go to Question 19)
❑ NO, reason:
19. Are leasehold excise taxes for this tenant centrally assessed, i.e. directly
collected from the tenant by the Washington State Department of
Revenue?
❑ YES (attach written verification received directly from DOR or indirectly
through the tenant, e.g. DOR notification letter)
® NO (go to Question 20)
20. Does Lease Rent include Leasehold Excise Tax?
(Leasehold taxes must be broken out on the invoice and coded: Business
unit.32500.0303)
❑ YES Calculate the leasehold excise tax (Stated Rent divided by 1.1284)
® NO Calculate the leasehold excise tax (Stated Rent times .1284)
SECTION 5 — APPLICABLITY OF UTLITIES:
The Lease agreement must include provisions establishing responsibility for payment
of utilities, including but not limited to electricity, natural gas, water, sewer, storm
drainage, and garbage collection and disposal services.
In certain instances, the utility service may not be applicable, e.g. septic system, or
may not be provided by the City, e.g. Highline Water District service area. In all
instances, City utilities will be billed through the Customer Services utility billing
system. Other utilities paid by the City on behalf of the tenant, e.g. electricity or
Lease Agreement Cover Sheet—Page 3 of 5
natural gas, will be invoiced to the tenant through the central accounts receivable
system (JD Edwards).
Electricity or natural gas charges may be established based on actual consumption,
e.g. usage of a meter or by a reasonable amount established through appropriate
financial analysis. Separate meters for measurement should not be established on
City-owned or leased properties. The dollar amount of electric and natural gas
charges must be included in the lease agreement (amendment) and should be subject
to future modification based on appropriate methodologies, e.g. change in rate, etc.
Contact Finance Customer Services for questions in this area, as well as ensuring that
City accounts are transferred into the name of the tenant.
21. Applicability of Utilities — Check all that utilities that are affected and
indicate provider (e.g. City of Kent), Account Number or basis of
exclusion.
❑ Does Not Apply
® Water: 805-12167.01 (75% paid to City)
® Sewer: 805-12167.01 (75% paid to City)
® Drainage: 805-12167.01 (75% paid to City)
❑ Garbage: Waste Management (Facility not subject to these charges)
® Electricity/Natural Gas: Puget Sound Energy (75% paid to City)
Ensure that Finance Customer Services is properly notified to ensure City utility
account, if any, is recorded into the name of the tenant if so established in the
Agreement. Ensure all other applicable charges are properly invoiced to the tenant.
SECTION 6 — MONETARY PENALTIES AND LATE INTEREST CHARGES:
Lease agreement should contain provisions establishing penalties and must contain
provisions establishing late interest charges. Late interest (also referred to as
"finance charges") should be consistent with Chapter 3.10 of the Kent City Code, i.e.
currently 1% of the amount of the unpaid balance or $2.00, whichever is greater, if
not paid within 30 days from the due date.
22. Monetary Penalties: 5% of the payment due and unpaid if not received by the
City within 10 days of the due date (loth of the month)
23. Late Interest: 1% on the amount outstanding if not paid by the I' day of the
month following the due date for payment (approximately 20 days late)
SECTION 7 — OTHER LEASE CONSIDERATIONS:
1. Tenant is required to provide a signed written statement detailing monthly gross
and net receipts signed by the tenant by the loth of the following month, e.g. January
rent due February 10 (Section 4).
2. Section 4 requires payment of leasehold excise tax on the 15th of the month
following the end of each quarter (RCW 82.29A.050 requires payment at the same
time as collection of the related rent, i.e. monthly basis for this lease).
Lease Agreement Cover Sheet—Page 4 of 5
3. Tenant is required to pay the City for telecommunication service provided to the
Fire Creek Grill (Section 10).
4. Addendum One deleted Exhibit B Riverbend Retail Merchandise from the Lease
Agreement and authorizes usage of City personnel for janitorial services in lieu of
usage of a private contractor.
5. First Assignment of Lease assigned lease from Public Golf Management, Inc to
Access Golf Management, LLC
Lease Agreement Cover Sheet—Page 5 of 5
ASSIGNMENT OF LEASE
THIS ASSIGNMENT OF LEASE (the "Assignment") is made and entered into as
of February S:, 2003, by and between Public Golf Management, Inc (the "Assignor'),
whose address is C/O Cindy Pederson 12832 SE 450'P lace,Bellevue, WA 98006, and
Access Golf Management LLC (the "Ass ii"), whose address is C/O Brian Patton 10402
Willows Rd NE,Redmond,WA 98052,who agree as follows:
1 RECITALS
a. The City of Kent, as "Landlord," and Assignor, as "Tenant," entered into that
certain R verbend 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, a copy of which is attached hereto as Exhibit "A'
and incorporated herein by this reference, Landlord leased to Assignor the restaurant
facilities now commonly known as the Fire Creek Grill and located at 2019 W Meeker
Street, Kent, Washington 98032 and more particularly described in the Lease ("the
Premises")
b. Assignor and Assignee have entered into that certain Asset Purchase and
Sale Agreement dated on or about February 5, 2003 ("the Agreement"), pursuant to which
Assignor is transferring certain assets of its business to Assignee. As a condition to the
effectiveness of the Agreement, Assignor is required to assign its interest in the Lease to
Assignee.
c According to the provisions of the Lease, any assignment of the Lease
requires Landlord's consent, which consent is evidenced by Landlord's execution of the
Consent to Assignment provision attached as Schedule 1 to this Assignment and
incorporated herein by this reference
d This Assignment shall be effective as of the close of escrow under the
Purchase Agreement("Effective Date")
2 ASSIGNMENT.
Effective as of the Effective Date, Assignor hereby transfers, assigns, and sets over
unto Assignee all of Assignor's right, title, interest, and obligations as the Tenant under the
Lease and delegates all of its duties and obligations thereunder to Assignee. Assignor
further expressly assigns and conveys to Assignee all tenant deposits held by Landlord
under the Lease
3. ACCEPTANCE AND ASSUMPTION OF LIABILITY.
Assignee hereby assumes and agrees to fully and faithfully keep, fulfill and perform
all of the terms, covenants, conditions and obligations contained in the Lease required to be
C, '
kept, performed and fulfilled by Assignor as Tenant under the Lease, effective as of the
Effective Date, to the extent such obligations accrue on or after the Effective Date.
4 INDEMNIFICATION OF ASSIGNOR.
Assignee shall mdemnify, defend and hold Assignor hamiless from all liability
accruing under the Lease from and after the Effective Date, except as to any liability arising
from any default of Assignor thereunder occurring prior to the Effective Date
S. INDEMNIFICATION OF ASSIGNEE
Assignor shall indemnify, defend and hold Assignee harmless from all liability
accruing under the Lease prior to the Effective Date, and for any breach of representation or
warranty of Assignor under this Agreement
6. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby represents and warrants to Assignee that the copy of the Lease
attached hereto as Exhibit A is a true and correct copy of the Lease as currently in effect.
7 UTILITIES AND PRORATIONS
Any amounts owed under the Lease which are assessed on a monthly or annual basis
shall be pro-rated using a per diem proration Assignee shall have no liability for any utility
accounts or charges accruing prior to the Effective Date. As of the Effective Date, Assignor
shalt close out all existing utility accounts of Assignor applicable to the Premises in order to
allow for Assignee to secure n ew accounts for c ontmued utility s ervice o n and a fter the
Effective Date.
8. PROVISIONS FOR BENEFIT OF LESSOR
a. Assignor acknowledges that the Landlord has the right to withhold amounts
due from Assignor under the terms of the Lease from January 1, 2003 through closing and
unpaid rent for 2002 in the amount of$30,014.22 from payments due to Assignor under the
terms of the Golf Management And Services Agreement dated March 27,2000;
b The parties agree that upon the satisfaction of the conditions for release of
Assignor's funds held back at closing under the Agreement, and in any event no later than
March 31, 2003, any amounts remaining unpaid under the Lease through closing shall be
paid to the Landlord from such funds held back
c The parties agree that the City of Kent is intended to be the third party
beneficiary of this Section 8.
9. 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 the Assignor and Assignee.
b. Time. Time is of the essence of this Assignment with respect to each and
every provision of this Assignment in which time is a factor.
c Counterparts This Assignment 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 Assignment, 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. Notices. All notices and other communications hereunder shall be in writing
and shall be deemed to have been duly given when delivered personally, at the time
confirmed for delivery if by telegram, telex, facsimile, or telecopy transmission, or three
days after being mailed, certified or registered marl, return receipt requested, postage pre-
paid, to the addresses set forth to the initial paragraph of this Assignment or to such other
addresses as any such party may from time to time in writing designate to the other parties
hereto in accordance with the provisions of this Paragraph.
f Captions Captions and Section headings used in tlus Assignment are
intended solely for convenience of reference and shall not in any manner amplify, limit,
modify or otherwise be used in the interpretation of any such document.
g Gender and Number As used in this Assignment, the masculme, feminine
or neuter gender and the singular or plural number shall be deemed to include the others
whenever the context so indicates or requires
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h Controversy In the event of any controversy, claim or dispute between the
parties hereto ansmg out of or relating to this Assignment, 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 or judgment.
ASSIGNOR: ASSIGNEE:
Public Golf Management, Inc Access Golf Management LLC
By. By:
Its: Its-
[CONSENT TO ASSIGNMENT ON NEXT PAGE]
ASSIGNMENT OF LEASE
THIS ASSIGNMENT OF LEASE(the"Assignment")is made and entered into as of February
S 2003,by and between Public Golf Management,Inc.(the"Assignor ),whose address is CIO Cindy
Pederson 12832 SE 45' Place, Bellevue, WA 98006, and Access Golf Management LLC (the
"Assign "),whose address is C/O Brian Patton 10402 Willows Rd NE,Redmond,WA 98052,who
agree as follows:
1. RECITALS
a. The City of Kent, as "Landlord," and Assignor,as "Tenant," entered into that certain
Ruverbend 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 terns
of the Lease, a copy of which is attached hereto as Exhibit "A" and incorporated herein by this
reference,Landlord leased to Assignor the restaurant facilities now commonly known as the Fire Creek
Grill and located at 2019 W.Meeker Street,Kent,Washington 98032 and more particularly described
in the Lease("the Premises").
b. Assignor and Assignee have entered into that certain Asset Purchase and Sale
Agreement dated on or about February 5, 2003 ("the Agreement"), pursuant to which Assignor is
transferring certain assets of its business to Assignee. As a condition to the effectiveness of the
Agreement, Assignor is required to assign its interest in the Lease to Assignee.
C. According to the provisions of the Lease, any assignment of the Lease requires
Landlord's consent,which consent is evidenced by Landlord's execution of the Consent to Assignment
provision attached as Schedule 1 to this Assignment and incorporated herein by this reference.
d. This Assignment shall be effective as of the close of escrow under the Purchase
Agreement(`Effective Date")
2. ASSIGNMENT
Effective as of the Effective Date, Assignor hereby transfers, assigns, and sets over unto
Assignee all of Assignor's right, title, interest, and obligations as the Tenant under the Lease and
delegates all of its duties and obligations thereunder to Assignee. Assignor further expressly assigns
and conveys to Assignee all tenant deposits held by Landlord under the Lease
3. ACCEPTANCE AND ASSUMPTION OF LIABILITY
Assignee hereby assumes and agrees to fully and faithfully keep,fulfill and perform all of the
terms,covenants,conditions and obligations contained in the Lease required to be kept,performed and
fulfilled by Assignor as Tenant under the Lease, effective as of the Effective Date,to the extent such
obligations accrue on or after the Effective Date
4 INDEMNIFICATION OF ASSIGNOR.
4,
B-1
Assignee shall indemnify,defend and hold Assignor harmless from all liability accruing under
the Lease from and after the Effective Date, except as to any liability ansing from any default of
Assignor thereunder occurring prior to the Effective Date
5 INDEMNIFICATION OF ASSIGNEE.
Assignor shall indemnify,defend and hold Assignee harmless from all liability accruing under
the Lease prior to the Effective Date, and for any breach of representation or warranty of Assignor
under this Agreement.
6. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby represents and wan-ants to Assignee that the copy of the Lease attached hereto
as Exhibit A is a true and correct copy of the Lease as currently in effect.
7. UTILITIES AND PROBATIONS
Any amounts owed under the Lease which are assessed on a monthly or annual basis shall be
pro-rated using a per diem proration Assignee shall have no liability for any utility accounts or
charges accruing prior to the Effective Date. As of the Effective Date, Assignor shall close out all
existing utility accounts of Assignor applicable to the Premises in order to allow for Assignee to secure
new accounts for continued utility service on and after the Effective Date.
8. PROVISIONS FOR BENEFIT OF LESSOR
a. Assignor acknowledges that the Landlord has the right to withhold amounts due from
Assignor under the terms of the Lease from January 1,2003 through closing and unpaid rent for 2002
in the amount of$30,014.22 from payments due to Assignor under the terms of the Golf Management
And Services Agreement dated March 27, 2000;
b. The parties agree that upon the satisfaction of the conditions for release of Assignor's
funds held back at closing under the Agreement,and in any event no later than March 31, 2003, any
amounts remaining unpaid under the Lease through closing shall be paid to the Landlord from such
Rinds held back.
C. The parties agree that the City of Kent is intended to be the third party beneficiary of
this Section 8.
B-2
1"�
9. 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 the
Assignor and Assignee.
b. Time Time is of the essence of this Assignment with respect to each and every
provision of this Assignment in which time is a factor
C. Counterparts This Assignment maybe 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
Assignment,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 Notices. All notices and other communications hereunder shall be in writing and shall
be deemed to have been duly given when delivered personally,at the time confirmed for delivery if by
telegram, telex, facsimile, or telecopy transmission, or three days after being mailed, certified or
registered mail, return receipt requested, postage pre-paid, to the addresses set forth in the initial
paragraph of this Assignment or to such other addresses as any such party may from time to time in
writing designate to the other parties hereto in accordance with the provisions of this Paragraph.
f Captions. Captions and Section headings used in this Assignment are intended solely
for convenience of reference and shall not in any manner amplify,limit,modify or otherwise be used in
the interpretation of any such document
g. Gender and Number. As used in this Assignment,the masculine, feminine or neuter
gender and the singular or plural number shall be deemed to include the others whenever the context so
indicates or requires
h Controversy. In the event of any controversy, claim or dispute between the parties
hereto ansing out of or relating to this Assignment,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 counselor 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 or judgment.
ASSIGNOR: ASSIGNEE:
Public Golf Management, Inc Access Golf Management LLC
By. By.
Its- - 9- Its
B-3
CONSENT TO ASSIGNMENT
The City of Kent("Lessor"),the Landlord under that certain lease dated March 23,2000(the"Lease"),
hereby agrees as follows:
1. Landlord hereby consents to the Assignment of Lease to which this consent is attached from
Public Golf Management, Inc. ("Assignor') to Access Golf Management LLC ("Assignee").
Landlord's consent is contingent on the following.
a Payment to Landlord, on the Effective Date, of Twenty-five Thousand Dollars and No
Cents($25,00.00)as partial payment for amounts owed by Assignor to Landlord under the
terms of the Lease through December 31,2002;
b Assignor's acknowledgement that the Landlord has the right to withhold amounts due from
Assignor under the terms of the Lease from January 1,2003 through closing and unpaid
rent for 2002 in the amount of$30,014.22 from payments due to Assignor under the terms
of the Golf Management And Services Agreement dated March 27,2000,
c. Acknowledgement by Assignor and Assignee that,upon satisfaction of the conditions for
the release of the Assignor's funds held back at closing under the Agreement,but in any
event no later than on March 31, 2003, any amounts remaining unpaid under the Lease
through closing shall be paid to Lessor from the Assignor's funds held back, and
d. Assignee's execution of Addendum Two to the Lease as attached as Exhibit A to this
Consent to Assignment
2. Assignor is hereby released from any further liability accruing under the Lease after the
Effective Date of the Assignment of Lease,with the exception of amounts due from Assignor under the
Lease from January 1, 2003 through closing and$30,014 22 due for 2002
3. The Lease described in the Assignment of Lease to which this consent is attached is unmodified
except as indicated therein and is in full force and effect.
4. There are no deposits currently held for the account of Assignor under the Lease.
5. Lessor will not look to Assignee for performance of any obligations accruing under the Lease
prior to the Effective Date of the Assignment of the Lease to Assignee
6 Lessor confirms that the Lessee's option under Section 3 of the Lease to extend the term for an
additional six year period of time exists as of the Effective Date of the Assignment of the Lease to
Assignee and shall pass to Assignee upon said assignment.
7 Lessor hereby waives any rights it may otherwise have under Section 3 of the Lease to
terminate the Lease due to Assignor's failure to generate at least $900,000 in gross receipts from
operation of the leased premises during the third year of the initial term of the Lease
Date: February 2003
LANDLORD
Schedule 1-1
By.
Its
Schedule 1-2 �j
SCHEDULE 1
CONSENT TO ASSIGNMENT
The City of Kent ("Lessor'), the Landlord under that certain lease dated March 23, 2000
(the"Lease'),hereby agrees as follows:
1. Landlord hereby consents to the Assignment of Lease to which this consent is
attached from Public Golf Management, Inc ("Assi or') to Access Golf Management
LLC ("Assignee') Landlord's consent is contingent on the following.
a Payment to Landlord, on the Effective Date, of Twenty-five Thousand Dollars
and No Cents ($25,00 00) as partial payment for amounts owed by Assignor to
Landlord under the terms of the Lease through December 31,2002;
b Assignor's acknowledgement that the Landlord has the right to withhold
amounts due from Assignor under the temis of the Lease from January 1, 2003
through closing and unpaid rent for 2002 in the amount of $30,014.22 from
payments due to Assignor under the terms of the Golf Management And
Services Agreement dated March 27, 2000,
c Acknowledgement by Assignor and Assignee that, upon satisfaction of the
conditions for the release of the Assignor's funds held back at closing under the
Agreement, but in any event no later than on March 31, 2003, any amounts
remaining unpaid under the Lease through closing shall be paid to Lessor from
the Assignor's funds held back, and
d Assignee's execution of Addendum Two to the Lease as attached as Exhibit A to
tlus Consent to Assignment
2 Assignor is hereby released from any further liability accruing under the Lease after
the Effective Date of the Assignment of Lease, with the exception of amounts due from
Assignor under the Lease from January 1, 2003 through closing and $30,014 22 due for
2002
3 The Lease described in the Assignment of Lease to which this consent is attached is
unmodified except as indicated therein and is in full force and effect.
4. There are no deposits currently held for the account of Assignor under the Lease.
5. Lessor will not look to Assignee for performance of any obligations accruing under
the Lease prior to the Effective Date of the Assignment of the Lease to Assignee
6. Lessor confirms that the Lessee's option under Section 3 of the Lease to extend the
term for an additional six year period of time exists as of the Effective Date of the
Assignment of the Lease to Assignee and shall pass to Assignee upon said assignment.
7. Lessor hereby waives any rights it may otherwise have under Section 3 of the Lease
to terminate the Lease due to Assignor's failure to generate at least $900,000 in gross
receipts from operation of the leased premises during the third year of the initial term of the
Lease
Date Februarys,2003
LANDLORD:
By: /-/w,, 042
Its. M;(yo✓t. Pt2<) rEor i