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LAG2019-001 - Original - Half Lion Brewing Company, LLC - Lease Agreement - 02/01/2019
40 CITY CLERK KENT CITY OF KENT WAS, C.,O v 220 411 Avenue South Kent, WA 98032 Fax: 253-856-6725 PHONE: 253-856-5725 Lessee Agreement Cover Sheet This document is to be used in lieu of the Contract Cover Sheet SECTION 1 - CONTRACT PROCESSING AND TENANT SET-UP: Contract Number: LAG2019-001 (to be completed by Clerk's Office) 1. Tenant (Lessee) Name: HALF LION PUBLIC HOUSE LLC 2. Responsible Department/Division: Parks 3. Contact Person and Title: PETE PETERSEN Telephone Extension: 5190 4. Lessor: HALF LION PUBLIC HOUSE, LLC 5. General Ledger Account Number: 48006855.56250 6. King County Tax Parcel Number: 2322049010 7. Address of Parcel: 2019 WEST MEEKER STREET, KENT, WA 98032 8. Type of Lease: RETAIL LEASE 9. Council Authorization Date: 01/15/2019 10. Mayor Signature Date: 02/22/2019 SECTION 2 - LEASE DURATION AND IMPORTANT DATES: 11.Lease Start Date: 02/01/2019 12. Tenant Lease Option Renewal Notification Due Date: 02/01/2029 13. Lease Termination Date: 12/31/2028 14. Lease Duration: 10 YEARS SECTION 3 - RENT DETERMINATION AND DUE DATE: 15. Rent: $3,000 16. Rent Due Date: 1ST OF MONTH 17. Calculation of Rental Increase(s): MONTHLY BASE RENT + 12.84% Lease Agreement Cover Sheet—Page 1 of 2 SECTION 4 - LEASEHOLD EXCISE TAX: 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 UTILITIES: 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: 45% Tenant 55% Landlord ® Sewer: 45% Tenant 55% Landlord ® Drainage: 45% Tenant 55% Landlord ® Garbage: 45% Tenant 55% Landlord ® Electricity/Natural Gas: SECTION 6 - MONETARY PENALTIES AND LATE INTEREST CHARGES: 22. Monetary Penalties: Late charges and Interest; Insufficient Funds 23. Late Interest: Equal to or greater then 3% of amount past due or $150 plue any attorneys' fees. SECTION 7 - OTHER LEASE CONSIDERATIONS: Special lease considerations, e.g. non-monetary rent, etc Tenant Improvements, -$75,000 to 100,000 - potential reimbursement by City at straight-line depreciation. ❑ None (check box if no considerations) Lease Agreement Cover Sheet—Page 2 of 2 RIVERBEND GOLF COMPLEX RESTAURANT LEASE Between THE CITY OF KENT, a Washington Municipal Corporation as Landlord, and Half Lion Public House, LLC a Washington Limited Liability Company TABLE OF CONTENTS SECTION 1 - BASIC LEASE PROVISIONS AND ENUMERATION OF EXHIBITS.....................................1 1.1 Basic Lease Provisions. ...................................................................................................... 1 1.2 Significance of Basic Lease Provisions...............................................................................3 1.3 Exhibits. ...............................................................................................................................3 SECTION2 - PREMISES .............................................................................................................................3 2.1 Premises and Demise-Generally.........................................................................................3 2.2 Patio Area-Revocable License..........................................................................................4 SECTION 3-TERM, LANDLORD'S AND TENANT'S WORK.....................................................................5 3.1 Lease Term .........................................................................................................................5 3.2 Landlord's and Tenant's Work.............................................................................................6 3.3 Statement as to Lease Term...............................................................................................7 SECTION4 - RENT ......................................................................................................................................7 4.1 Monthly Rent. ......:...............................................................................................................7 4.2 Security Deposit. .................................................................................................................7 4.3 Adjustments.........................................................................................................................7 4.4 No Offsets or Deductions/Place of Payment.......................................................................9 4.5 Late Charges.......................................................................................................................9 4.6 Interest; Insufficient Funds. .................................................................................................9 SECTION5 - USE.........................................................................................................................................9 5.1 Permitted Uses....................................................................................................................9 5.2 Uses Prohibited. ................................................................................................................10 5.3 Operation of Business. ......................................................................................................10 5.4 Compliance with Laws.......................................................................................................11 5.5 Hazardous Material. ..........................................................................................................11 5.6 Representation and Warranty of Tenant.............................................................................12 SECTION 6- UTILITIES AND HVAC.........................................................................................................13 6.1 Utilities. ..............................................................................................................................13 6.2 Non-Liability of Landlord.....................................................................................................13 SECTION 7- LEASEHOLD AND PERSONAL PROPERTY TAXES..........................................................14 7.1 Tenant's Obligations...........................................................................................................14 SECTION 8 - LICENSE AND TAXES..........................................................................................................14 8.1 Tenant's Obligations...........................................................................................................14 SECTION 9 -ALTERATIONS......................................................................................................................14 9.1 Acceptance of Premises.....................................................................................................14 9.2 Alterations by Tenant. ........................................................................................................14 9.3 Disability Laws...................................................................................................................15 SECTION 10 - MAINTENANCE OF PREMISES........................................................................................15 10.1 Maintenance and Repair by Tenant. .................................................................................15 10.2 Failure to Maintain.............................................................................................................16 10.3 Repairs by Landlord. .........................................................................................................16 10.4 Surrender of Premises.......................................................................................................16 SECTION 11 - LIENS AND ENCUMBRANCES .........................................................................................17 11.1 Liens. .................................................................................................................................17 11.2 Encumbrances...................................................................................................................17 Riverbend Restaurant Lease I SECTION 12 -ASSIGNMENT AND SUBLETTING....................................................................................17 12.1 Assignment or Sublease. ..................................................................................................17 12.2 Assignee Obligations.........................................................................................................18 12.3 Sublessee Obligations.......................................................................................................18 12.4 Conditional Consents. .......................................................................................................18 12.5 Attorneys' Fees and Costs. ...............................................................................................18 12.6 Transfer of Landlord's Interest. .........................................................................................18 SECTION13 - COMMON AREAS..............................................................................................................18 13.1 Control of Common Areas.................................................................................................18 SECTION 14 - INSURANCE AND INDEMNITY.........................................................................................19 14.1 Indemnification. .................................................................................................................19 14.2 Insurance. ..........................................................................................................................20 14.3 Mutual Release and Waiver of Subrogation. ......................................................................21 14.4 Acts of Others. ...................................................................................................................21 14.5 Evidence of Coverage Prior to Entry. .................................................................................21 SECTION 15 - EMINENT DOMAIN .............................................................................................................22 SECTION 16 - TENANT'S DEFAULT.........................................................................................................22 16.1 Default. ..............................................................................................................................22 16.2 Remedies in Default. .........................................................................................................23 16.3 Remedies Cumulative-Waiver...........................................................................................23 16.4 Acceptance of Payment.....................................................................................................23 16.5 Waiver of Rights of Redemption........................................................................................24 16.6 Application of Rents...........................................................................................................24 16.7 Bankruptcy.........................................................................................................................24 SECTION 17 - DEFAULT BY LANDLORD.................................................................................................25 17.1 Default by Landlord. ..........................................................................................................25 17.2 Tenant's Right to Damages...............................................................................................25 SECTION 18 - DESTRUCTION..................................................................................................................25 18.1 Damage or Destruction......................................................................................................25 SECTION 19 - ACCESS BY LANDLORD...................................................................................................26 19.1 Right of Entry.....................................................................................................................26 19.2 Excavation. ........................................................................................................................26 SECTION 20 - SURRENDER OR ABANDONMENT OF PREMISES........................................................26 20.1 Surrender of Possession. ..................................................................................................26 20.2 Holding Over......................................................................................................................27 20.3 Voluntary Surrender. .........................................................................................................27 SECTION 21 - QUIET ENJOYMENT..........................................................................................................27 21.1 Landlord Covenant. ...........................................................................................................27 SECTION 22 -AUTHORITY OF PARTIES.................................................................................................27 22.1 Authority. ...........................................................................................................................27 SECTION23 - SIGNS.................................................................................................................................27 23.1 General..............................................................................................................................27 23.2 Tenant's Interior Signs.......................................................................................................28 23.3 Sign Requirements............................................................................................................28 SECTION 24 - DISPLAYS, AUCTIONS AND SALES................................................................................28 24.1 General..............................................................................................................................28 SECTION 25 - MISCELLANEOUS .............................................................................................................28 25.1 Environmental Stewardship...............................................................................................28 25.2 Successors or Assigns. .....................................................................................................28 Riverbend Restaurant Lease ii 25.3 Tenant Defined............................................................................... ..................................2A 25.4 Broker's Commission.........................................................................................................2y 25.5 Partial Invalidity. ................................................................................................................2Q 25.6 Recording. .........................................................................................................................2Q 257 Notices...............................................................................................................................20 25.8 Plats and Riders; Marginal Haadingo,- Captions................................................................29 25.0 VVaiver------------------------------------------'3O 25.10 Joint Obligations................................................................................................................3O 2511 Time...................................................................................................................................3O 2512 Inability to Perform.............................................................................................................3O 2513 Choice ofLavv-, Venue. ......................................................................................................3O 2514 Lega| Expansea.................................................................................................................30 25.15 Competition. ......................................................................................................................3O 25.16 Acceptance of Keys...........................................................................................................31 25.17 Landlord's Consent -----------------------------------.31 2518 NV Light, Air or View Easement .......................................................................................31 25.19 Name. ................................................................................................................................31 25.20 Submission of Lease. ........................................................................................................31 25.21 Prior Agreements...............................................................................................................31 25.22 Construction. .....................................................................................................................31 25.23 Financial Statements.........................................................................................................32 25.24 Effective Date. ...................................................................................................................32 EXHIBITA....................................................... ..............................................................................35 PREMISES / DESCRIPTION OF PREMISES ...............................................................................35 EXHIBIT ......................................................................................................................................3S DESCRIPTION OF LANDLORD WORK.......................................................................................38 EXHIBITC......................................................................................................................................37 DESCRIPTION OF TENANT WORK.............................................................................................37 EXHIBITO......................................................................................................................................38 TENANT INSURANCE REQUIREMENTS ....................................................................................38 EXH|B[TE--- -- '' — ' -- '-----------------------4O ANNUAL RENT INCREASE SCHEDULE ----------------------'4O EXHIBITS Exhibit Pnanninee Exhibit B Landlord Work Exhibit Tenant Work Exhibit D Insurance Requirements Exhibit Annual Rent Increase Schedule RETAIL LEASE THIS RETAIL LEASE is made by and between the city of Kent, a Washington municipal corporation (hereinafter referred to as the "Landlord"), and Half Lion Public House LLC, a Washington limited liability corporation (hereinafter referred to as the "Tenant"). WHEREAS, the Landlord is the owner of certain real property and improvements at the Riverbend Clubhouse, located at 2019 W. Meeker St., Kent, Washington, 98032, and Landlord intends to lease a portion of that property, including generally a restaurant dining area, banquet area, kitchen, walk- in coolers, back offices, patio and dry storage (the "Leased Premises" or the "Premises"). The Premises are more particularly described on Exhibit A, attached, and shown on the drawing on Exhibit A, attached. WHEREAS, Landlord desires to lease the Premises to Tenant under the terms of this Lease agreement and Tenant desires and agrees to take and lease the Premises. NOW THEREFORE, for and in consideration of the rents reserved and the terms and conditions in this Lease, the Landlord does rent, demise and lease to Tenant, and Tenant takes and leases from Landlord the Premises. SECTION 1 - BASIC LEASE PROVISIONS AND ENUMERATION OF EXHIBITS 1.1 Basic Lease Provisions. Landlord: The City of Kent, Washington Landlord's Address: Attention: Director of Parks, Recreation and Community Services 220 41h Ave. S. Kent,WA 98032 Phone: 253-856-5100 Fax: 253-856-6050 Tenant: Half Lion Public House, LLC Tenant's Address: 1723 West Valley Highway Est#101 (For Notice Purposes) Sumner, WA 98390 Tenant's Address: 2019 West Meeker Street (At Leased Premises) Kent, WA 98032 Tenant's Permitted Half Lion Public House Trade Name: Leased Premises: See Exhibit A, attached Lease Term: Ten years plus three five-year options to renew Possession Date: February 1, 2019 Commencement Date: To be determined per Section 3.3 below. Termination Date: December 31, 2028, unless the Lease Term is extended pursuant to Section 3.1(c) below. Riverbend Restaurant Lease I 1 Monthly Rent: $3,000.00 Annual Rent Increase: The Monthly Rent shall be increased annually following the Commencement Date in accordance with Exhibit E— Annual Rent Increase Schedule. Market Rate Adjustment for In addition to the annual rent increase per Exhibit E, the Term Extensions Monthly Rent may be increased in accordance with market rates at the time of any lease term extension or renewal. Utilities: Not included in Rent. Tenant shall pay utilities in accordance with Section 6.1. Leasehold Excise Tax: Tenant to pay all leasehold excise tax due under state law, currently estimated at 12.84% of Monthly Rent. Security Deposit: $5,000 to be paid upon lease execution. Interest accruing on Security Deposit is not payable to Tenant. First Month's Rent: The Monthly Rent shall be paid in accordance with Section 3, representing a 3 month rent abatement. Landlord Work: Landlord will repair, refurbish, install or construct the items listed on Exhibit B, attached. Tenant Work: Tenant will install or construct improvements generally in accordance with the plan attached as Exhibit C at an estimated build-out cost of$75,000 to $150,000. Permitted Uses: The Tenant will operate the Premises to complement and enhance the Riverbend Golf Complex golfer and client experience as well as surrounding community. Tenant will use the Premises for the operation of a casual sit down full service restaurant with a Class H liquor license and full bar serving breakfast, lunch, and dinner seven (7) days a week. Other services will include beverage cart service to the golf course during peak golfing season (June— September), with spot service for tournaments during golf offseason, catering for tournaments, golf course special events, and Half Lion Brewing Company private or public events. Outdoor Seating: Tenant may, at no additional rent, establish outdoor seating on the patio area shown on Exhibit A that is adjacent to the Premises, after first obtaining applicable federal, state, and local permits or approvals. Excluding any patio planters, Tenant, at its sole expense, will maintain the patio in clean, usable condition before, during, and after its use. Tenant will provide all restaurant amenities, including without limitation, tables, chairs, waste receptacles, wait stations, etc. Riverbend Restaurant Lease _- 12 Tent/ Banquet Area Subject to availability, Tenant may, at no additional rent, utilize the outdoor tent/banquet area shown on Exhibit A that is near the Premises, after first obtaining any applicable federal, state, and local permits or approvals. Exclusive Use: During the initial Lease Term so long as Tenant is not in default under the Lease, and subject to Section 5.1(b) below, Landlord agrees that from and after that date Landlord will not enter into any future lease within the Riverbend Golf Complex with a tenant whose primary use is for food or restaurant services as a full-service sit down restaurant or for on-site catering. "Full-service sit down" is defined as a sit down restaurant with table service and wait staff. Tenant acknowledges and agrees that the Exclusive Use will automatically terminate and be of no further effect without notice from Landlord in the event that (i) Tenant remains in default of the Lease beyond any applicable cure period, and Tenant is not allowed subsequently to cure the default; (ii) Tenant discontinues its operations in the Premises for more than thirty(30) consecutive days (except in connection with casualty, condemnation, force majeure, permitted assignment or subletting, periodic remodeling, or national holidays (collectively, "permitted closures"); or (iii) subject to the exceptions set forth in subsection (ii) hereof, Tenant does not operate the Premises for the use specifically set forth in Section 1.1. 1.2 Significance of Basic Lease Provisions. Paragraph 1.1 represents a summary of the basic terms of this Lease. In the event of any inconsistency between the terms contained in Paragraph 1.1 and any specific provision in this Lease, the terms of the more specific provision will prevail. 1.3 Exhibits. The exhibits enumerated in this Section 1.3 and attached to this Lease are incorporated herein by reference and are to be construed as a part of this Lease. Each party agrees to perform any obligation on its part stated in any and all exhibits: Exhibit A Premises Exhibit B Landlord Work Exhibit C Tenant Work Exhibit D Insurance Requirements Exhibit E Annual Rent Increase Schedule SECTION 2 - PREMISES 2.1 Premises and Demise-Generally. Landlord hereby leases, rents and demises to Tenant, and Tenant hereby accepts from Landlord, subject to and with the benefit of the terms and provisions of this Lease, the Premises described in Section 1.1 and generally depicted and outlined in red in Exhibit A. The Premises, and the Furniture, Fixtures & Equipment (FF&E) located therein on the date that the Premises are delivered to Tenant are delivered AS Riverbend Restaurant Lease 13 IS WHERE IS. Landlord warrants it is the owner of the FF&E, free of any claims of third parties. Tenant will pay all personal property taxes due going forward from the date of this Lease. In addition, Tenant will be required, at the end of the Lease Term, to leave any affixed FF&E in place in the Premises at no cost to Landlord and in the same condition as at the time of delivery, reasonable wear and tear excepted. The Premises does not include the space above the suspended ceiling or below the surface of the floor slab; provided, however, commencing 60 days after the Commencement Date, Tenant will be solely responsible for the cost of maintaining all systems (such as electrical, lighting, heating and plumbing) or portions thereof that exclusively serve the Premises, but are located outside the Premises. Landlord warrants that those systems are in good working condition as of the Commencement Date. 2.2 Patio Area—Revocable License. Tenant is granted a revocable license to use an area identified as the area generally depicted and outlined in blue on Exhibit A (the "Patio Area") for the purpose of an outdoor seating area, provided that the Tenant's use does not violate any governmental rule or restriction, and provided further that Landlord will have the right to approve the location and design of the Patio Area (including but limited to the partitioning of the Patio Area), which approval will not be unreasonably withheld. Tenant will, at its sole cost and expense, comply with all relevant governmental rules, regulations or ordinances and obtain all necessary permits or licenses for the same. Tenant's use and occupancy of the Patio Area will be subject to all of the terms and provisions of this Lease as if the Patio Area were part of the Premises, including without limitation all of the insurance and indemnification provisions of the Lease. Tenant will at all times when Tenant is using the Patio Area keep the Patio Area in a clean and neat condition consistent with the standards that would be expected in a first-class golf complex. Landlord, however, will be responsible for landscaping and planters on the patio area, if any. Tenant will not allow any music or other noise or any odors to emanate from the Patio Area that would unreasonably disturb any users of the Riverbend Golf Complex or their clients or customers. If Tenant fails to comply with the requirements of this Section 2.2 after a reasonable written notice and opportunity to cure, Landlord will have the right to cure Tenant's default, and Tenant will reimburse Landlord for any costs incurred by Landlord as additional rent. Notwithstanding anything to the contrary set forth in this Section 2.2, in the event that Landlord provides Tenant with more than 2 notices of default, and those defaults are uncured under this Section 2.2 in any calendar year, Landlord will have the right to revoke this revocable license on written notice to Tenant, which notice will be effective upon the third day following the day upon which written notice is placed in the mail. 2.3 Banquet Tent-Revocable License. Tenant is granted a revocable license to use an area identified as the area generally depicted and outlined in yellow on Exhibit A (the "Banquet Tent") for the purpose of hosting tournament events, private events and parties and additional seating, provided that the Tenant's use does not violate any governmental rule or restriction. Tenant will, at its sole cost and expense, comply with all relevant governmental rules, regulations or ordinances and obtain all necessary permits or licenses for the same. Tenant's use and occupancy of the Banquet Tent will be subject to all of the terms and provisions of this Lease as if the Banquet Area were part of the Premises, including without limitation all of the insurance and indemnification provisions of the Lease. Tenant will at all times when Tenant is using the Banquet Tent keep it in a clean and neat condition consistent with the standards that would be expected in a first- class golf complex. Tenant will not allow any music or other noise or any odors to emanate from the Patio Area that would unreasonably disturb any users of the Riverbend Golf Complex or their clients or customers. If Tenant fails to comply with the requirements of this Section 2.3 after a reasonable written notice and opportunity to cure, Landlord will have the right to cure Tenant's default, and Tenant will reimburse Landlord for any costs incurred by Landlord as additional rent. Notwithstanding anything to the contrary set forth in this Section 2.2, in the event that Landlord provides Tenant with more than 2 notices of default, and those defaults are uncured under this Section 2.2 in any calendar year, Landlord will have Riverbend Restaurant Lease � a y ; 14 the right to revoke this revocable license on written notice to Tenant, which notice will be effective effective upon the third day following the day upon which written notice is placed in the mail. SECTION 3 — TERM, LANDLORD'S AND TENANT'S WORK 3.1 Lease Term (a) Possession Date. The "Possession Date" will be the date Landlord delivers the Premises to Tenant with substantial completion of Landlord's Work (as defined in Section 3.2(a) below), which will be no earlier than February 1, 2019. (b) Commencement and Termination Date. This Lease will be for the term set forth in Section 1.1 above (hereinafter referred to as the "Term" or "Lease Term ") and the Commencement Date for the restaurant operation shall be mutually determined following completion of Landlord and Tenant improvements, as described in Exhibits B and C, and receipt of final approval for a liquor license from the Washington State Liquor and Cannabis Board. Tenant shall not be responsible for any Monthly Rent obligation for the first three (3) months following the Commencement Date. The Lease Term will terminate at 11:59 P.M. of the Termination Date set forth in Section 1.1 above (hereinafter referred to as the "Termination Date"). If the Commencement Date occurs on any other day other than the 1st day of a calendar month, then the Lease Term will be extended to include that portion of the calendar month necessary for the Termination Date to occur on the last day of that calendar month. If Tenant fails to surrender the Premises at the end of the Lease Term, or any renewal or extension, Tenant will be liable for, and will indemnify Landlord against, all claims and demands made by any succeeding tenants against Landlord founded upon delay by Landlord in delivering possession of the Premises to the succeeding tenant. The extension of the Term will be on the same terms, covenants and conditions as in this Lease. (c) Option to Extend. Provided that no default exists at the time Tenant elects to exercise an option, Tenant may extend the Term of this Lease for three (3) periods of five years each. Tenant must exercise this right by delivering written notice of Tenant's exercise at least six, but not more than nine months prior to the expiration of the initial 10-year Term or the current extension. At the time of each option for extension, the Monthly Rent may be increased to reflect a current market demand rate for the lease of similar facilities, which will be capped at a max of 6% growth via the first option for extension, will be capped at a max 10% growth via the second option for extension and will be capped at a max of 13% growth for the third option for extension. Landlord will provide notice of monthly rent increase 12 (twelve) months in advance of each option for extension, along with any documenting paperwork validating said increase. (d) Landlord's Redevelopment Option. Tenant acknowledges and agrees that, beginning April 1, 2028, Landlord will have the right at any time upon twelve (12) months' prior written notice from Landlord to Tenant (i.e., notice may be given as early as April 1, 2028) to redevelop all or any part of the Riverbend Golf Complex, which may include demolishing the Building and/or Premises and rearranging, contracting or expanding the location, size, dimensions and appearance of the Riverbend Golf Complex, including without limitation, the buildings, structures, other improvement areas and facilities, and the common areas (and their entranceways and exits), and/or combine the Premises with space adjacent to the Premises. If Landlord elects to redevelop the Riverbend Golf Complex that results in the demolition of Tenant's Premises, then Landlord or Tenant will have the right to terminate this Lease upon six (6) months written notice. (1) No Liability for Landlord. Notwithstanding anything contained in this Lease to the contrary, Tenant agrees that: (i) Landlord will have no liability, and Tenant will not be entitled to any compensation or a reduction or abatement of Rent prior to termination, as a result of Landlord's exercise of its rights under Section 3.1(d) above. However, if Landlord exercises its rights under Section 3.1(d) above to demolish or redevelop the Premises, Landlord will reimburse Tenant the depreciated value Riverbend Restaurant Lease P a g e 15 of the original Tenant Improvements made prior to the Commencement Date. Such reimbursement shall be based on a straight-line depreciation. Landlord shall not be required to reimburse Tenant pursuant to this section if Tenant is in default or material breach of the Lease as provided in Section 16 herein. Following completion of tenant improvements, Tenant will provide a summarized list of original improvements to Landlord, establishing initial value of said improvements. (ii) Tenant will not commence any action or proceeding seeking injunctive or declaratory relief in connection with any of the rights reserved to Landlord under Section 3.1(c) above. If Tenant intends to commence any action or proceeding, it will only seek monetary relief, provided that in no way will this be deemed a waiver or modification of subsection 3.1(d)(1)(i) above; and (iii) If Landlord will prevail in any action or proceeding taken by Tenant, Tenant will pay to Landlord, as Additional Rent, a sum equal to all legal fees, costs and disbursements, incurred by Landlord in any way related to, or arising out of, that action or proceeding. 3.2 Landlord's and Tenant's Work. (a) Landlord's Work. Landlord will, at its sole cost and expense as soon as is reasonably possible, commence and pursue to completion the improvements to be constructed by Landlord to the extent shown on the attached Exhibit B ("Landlord's Work"). Landlord will deliver the Premises to Tenant with all utilities (i.e. water, plumbing/sewer, electrical, grease interceptor, hood system, and all refrigeration/freezers in good working condition). Tenant will notify Landlord within 60 days of the Possession Date if any of these items are not in good working order and Landlord will be obligated to repair the same. (b) Tenant's Work. Tenant will commence the installation of fixtures, equipment and any other Tenant's Work promptly following the Possession Date and Tenant will diligently pursue its installation and work completion prior to the Commencement Date. Tenant will pursue issuance of permits with due diligence and will pick up all permits within five days after receipt of notification from the Landlord that the permits are ready. Tenant's failure to complete Tenant's Work prior to the Commencement Date will be a material breach of this Lease. All of Tenant's Work will be at Tenant's sole cost and expense and will be pursuant to plans and specifications approved, in writing, by Landlord. Tenant's contractor will name Landlord as an additional insured on contractor's insurance policies. All Tenant's Work will be undertaken and completed in a good, workmanlike manner and Tenant will obtain all necessary governmental permits, licenses and approvals and will fully comply with all governmental statutes, ordinances, rules and regulations. Tenant covenants that no work by Tenant or Tenant's employees, agents or contractors will disrupt or cause a slowdown or stoppage of any work conducted by Landlord on the Premises or the Riverbend Golf Complex. Tenant's failure to comply with the terms and conditions of this provision will be a material breach of this Lease. If required by Landlord, Tenant will provide its own trash container(s) as needed for containment and removal of construction debris from Tenant's Work, and Tenant will remove the trash containers prior to opening for business. The Landlord must first approve the location of the trash containers. Tenant and its contractor, if any, will keep adjoining Complex areas free of all construction and related debris. Prior to opening for business, Tenant will remove all construction and related debris from the Premises and adjacent areas, and all those areas will be clean and the adjacent areas will be returned to the condition they were in prior to commencement of Tenant's Work. (c) Improvement Timing. Landlord and Tenant understand that in order to complete the work necessary to meet the Commencement Date, much of the work will need to be done simultaneously. In order to ensure that the Premises are fully operational by the Commencement Date, Landlord shall have access to the Premises to make its required improvements following the Possession Date, if necessary. If certain improvements or maintenance cannot be done simultaneously, the parties shall coordinate in good faith so that each party's obligations can be completed in a timely manner. Riverbend Restaurant Lease 6 3.3 Statement as to Lease Term. When the Commencement Date and Termination Date of the Lease Term have been determined as provided in Section 3.1, at Landlord's request, the Tenant will execute, acknowledge and deliver to the Landlord, a written statement in recordable form specifying the Commencement Date and Termination Date of the Lease Term, and those dates will be deemed inserted in Section 1.1 and 3.1 above. SECTION 4 - RENT 4.1 Monthly Rent. Tenant will pay to Landlord, without notice or demand and without any set-off deduction whatsoever, as fixed the monthly sums set forth in Section 1.1 above, including Monthly Rent, Utilities, and Leasehold Excise Tax. Tenant will pay these sums in advance on or before the first day of each calendar month of the Lease Term commencing with the Commencement Date of this Lease. These sums will be delinquent if not paid on or before the first day of each month. If the Lease Term commences or expires on a day other than the last day of a calendar month, the Rent for that month will be a prorated portion of the Monthly Rent, based upon a 30 day month. The Monthly Rent shall be increased annually following the Commencement Date in accordance with Exhibit E. 4.2 Security Deposit. Upon the execution of this Lease, Tenant must have deposited with Landlord as a "Security Deposit" the sum shown in Section 1.1 above. The Landlord will hold this sum as security for the faithful performance by Tenant of all the terms, covenants and conditions of this Lease during the entire Term. Tenant is not entitled to interest on the Security Deposit. If Tenant defaults with respect to any provision of this Lease, including, but not limited to, the provisions relating to the payment of Monthly Rent, Adjustments or other charges or sums due under this Lease, Landlord may (but will not be required to) use, apply or retain all or any part of the Security Deposit for (a) the payment of any Monthly Rent, Adjustments or other charges or sums due under this Lease or any sum in default, (b) for the payment of any amount that Landlord may spend or become obligated to spend by reason of Tenant's default, or (c) to compensate Landlord for any other loss, damage, cost or expense (including attorneys' fees) that Landlord may suffer or incur by reasons of Tenant's default. If any portion of the Security Deposit is so used or applied, Tenant will, within five days after receiving Landlord's written demand, deposit a certified or cashier's check with Landlord in an amount sufficient to restore the Security Deposit. If Tenant fails to restore the Security Deposit within this five day time period or if Tenant makes at least three consecutive late payments of any sum required under this Lease, Landlord will have the option to require Tenant to increase the amount of the Security Deposit by one hundred percent (100%), which increased sum will be retained by Landlord and may be applied by Landlord as provided in this section. Tenant shall provide the increased deposit within 10 business days after written notice has been provided by Landlord. If Tenant fully and faithfully performs every provision of this Lease, the Security Deposit or any balance remaining after deduction by Landlord will be returned to Tenant (or, at Landlord's option to the last assignee of Tenant's interest) within 30 days following expiration of the Lease Term; provided, that in the event this Lease is terminated by or upon the default of the Tenant, the Landlord will retain the Security Deposit and all of Tenant's interest in the Security Deposit will terminate. In the event of termination of Landlord's interest in this Lease, Landlord will transfer the Security Deposit to Landlord's successor in interest. 4.3 Adjustments. (a) Taxes. Assessments. and Insurance. (1) In addition to the Monthly Rent provided in Section 4.1 above, and commencing on the Commencement Date, Tenant will pay to Landlord in monthly installments, the Tenant's pro rata share for all leasehold excise taxes, if required by law, at the rate established by the Riverbend Restaurant Lease 17 State of Washington. The current rate is 12.84% as established by Chapter 82.29A, Revised Code of Washington. (2) The Tenant will obtain all types of insurance with limits as referenced in Section 1.1 and as more particularly described in Exhibit D. (b) Common Area Maintenance and Charges. (1) The terms "common areas" or "Common Areas" refer to all areas within the exterior boundaries of the Riverbend Golf Complex and all internal areas within the Riverbend Golf Complex that are not included as part of the Premises that are now or subsequently become available for general use, convenience and benefit of Landlord and other persons entitled to occupy space in the Riverbend Golf Complex, which areas will include but not be limited to, parking areas, roofs (including roof structures and membranes), driveways, sidewalks, cart paths, landscaped and planted areas (including tees, fairways, greens, and other golf course amenities), streets or roadways, passageways, service corridors, loading platforms, delivery areas, public bathrooms, directory and wayfinding signage, common lighting facilities, drainage areas, drinking fountains, public meeting rooms, and all furniture, decorations and fixtures. (2) In consideration of the Landlord not imposing a common area maintenance charge, Landlord reserves the right to: (i) change the name of the Riverbend Golf Complex, and its subsidiary parts, (ii) install, maintain, alter and remove signs on, in or about the Riverbend Golf Complex, except Tenant's signage, without Tenant's prior written consent, (iii) add land, easements or other interests to or eliminate the same from the Riverbend Golf Complex, and grant easements and other interests and rights in the Riverbend Golf Complex to other parties, (iv) add, alter, expand, reduce, eliminate, relocate or change the shape, size, location, character, design, appearance, use, number or height of any permanent or temporary buildings, structures, improvements, surface parking, kiosks, carts, planters, pools, waterfalls, parking areas, driveways, landscaped areas (including tees, fairways, greens, and other golf course amenities), and other Common Areas, change the striping of parking areas and direction and flow of traffic, and convert Common Areas to leasable areas and leasable areas to Common Areas; provided, that Landlord will not change the size, layout or dimensions of the Premises, nor materially alter the existing access or visibility of the Premises, to the general public, (v) grant licenses for use of portions of the Common Areas, (vi) enclose any other area, or remove any enclosure, or add one or more additional levels or stories to all or part of any building in the Riverbend Golf Complex, whether or not the Premises are part of the affected structure, and add structural support columns that may be required, and (vii) in connection with the foregoing matters outlined in Subsections (i) — (vi) above, or with any other inspections, repairs, maintenance, improvements or alterations in or about the Riverbend Golf Complex, or as a result of any casualty, incident, strike, condemnation, act of God, law or governmental requirement or request, or any other cause, erect scaffolding, barricades, and other structures reasonably required in, or otherwise close to, Common Areas or portions thereof, including but not limited to public walkways and areas, restrooms, and stairways. Riverbend Restaurant Lease D, 8 However, in connection with exercising these section 4.4(b) rights, Landlord will insure that: (A) reasonable steps are taken to minimize or avoid any denial of access to the Premises except when necessary on a temporary basis, (B) reasonable steps are taken to avoid materially changing the configuration or reducing the square footage of the Premises, unless required by laws or other causes beyond Landlord's reasonable control (and in the event of any permanent material reduction, the Rent, breakpoint, and taxes charge will be proportionately reduced), and (C) at Landlord's expense, move Tenant's entrance doorway if access is materially impaired. (3) Landlord will keep the Common Areas in a neat, clean, and orderly condition, properly lighted and landscaped, and will repair any damage to the facilities not caused by Tenant. 4.4 No Offsets or Deductions/Place of Payment. All Rent and other charges will be paid in lawful money of the United States of America and will be paid without offset or deduction. Landlord will have the right to designate, from time to time, the place or places at which Tenant will tender all Rent and other charge payments. 4.5 Late Charges. Tenant hereby acknowledges that late payment by Tenant to Landlord in rent or other sums due will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. These costs include, but are not limited to, processing and accounting charges, and late charges that may be imposed upon Landlord by terms of any bond or loan covering the Premises or Riverbend Golf Complex. Accordingly, if the Landlord does not receive from Tenant any installment of Monthly Rent or other charge that becomes due within five days of the due date (for Monthly Rent, the 5th day of each month), then Tenant will pay to Landlord a late charge equal to the greater of three percent (3%) of the amount past due or One Hundred Fifty and No/100 Dollars ($150.00), plus any attorneys' fees that may be incurred by Landlord. The parties have reviewed this amount and acknowledge that these late charges represent a fair and reasonable estimate of the cost that Landlord will incur by reason of the late payment by Tenant. Landlord's acceptance of this late charge will in no event constitute a waiver of Tenant's default with respect to the overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted in this Lease. This late charge will apply individually to each payment past due without any daily pro rata adjustment to any charge. 4.6 Interest; Insufficient Funds. Whenever in this Lease any sum (except late charges imposed pursuant to Section 4.6) payable to Landlord is not paid when due, the same will, at Landlord's option, bear interest from the date due until paid at the rate of eight percent (8%) per annum. Any payment of any kind returned for insufficient funds will be subject to a handling fee of$50.00 in addition to any late charge or interest. SECTION 5 - USE 5.1 Permitted Uses. (a) General Use. Tenant will not use, permit or suffer the use of the Premises for any business or purpose other than those specifically set forth in Section 1.1 above and will not engage in any use that violates or interferes with Riverbend Golf Complex operations or any other exclusive use granted by Landlord to other tenants. Landlord warrants that the use set forth in Section 1.1 does not violate any other exclusive use granted by Landlord within the Riverbend Golf Complex. Further, Tenant will not conduct any business in the Premises under any trade name other than the Permitted Trade Name set forth in Section 1.1 above. Landlord makes no representation or warranty and has given no Riverbend Restaurant Lease 19 assurance, express or implied, as to the availability or continued availability of Tenant's Permitted Trade Name. Tenant will indemnify, defend and hold Landlord harmless from any and all losses, claims, causes of action, judgments and liabilities (including but not limited to attorneys' fees and costs) arising out of or relating to Tenant's use of its Permitted Trade Name, including but not limited to trademark and service mark infringement and dilution claims. (b) Exclusive Use. Notwithstanding anything to the contrary set forth herein—but with the exception of any portion of the Riverbend Golf Complex that is sold or leased for redevelopment, so long as Tenant is not in default under the Lease, Landlord agrees that from and after the date hereof Landlord will not enter into any future lease within the Riverbend Golf Complex with a tenant whose primary use is as a full service sit down restaurant with on-site catering services. For purposes of this Section, "primary use" is defined as activities that generate at least 20% or more of the tenant's gross sales. "Full service sit down" is defined as a sit down restaurant with table service and wait staff. Additionally, Landlord agrees that it shall not permit the locating of food-trucks or similar food service operations at the Riverbend Golf Complex without Tenant's approval. Tenant acknowledges and agrees that this Exclusive Use will automatically terminate and be of no further force and effect without further notice from Landlord in the event that (i) Tenant remains in default of the Lease beyond any applicable cure period; or (ii) Tenant discontinues its operations in the Premises for more than 30 consecutive days (except in connection with casualty, condemnation, force majeure, permitted assignment or subletting, periodic remodeling, periodic taking of inventory, or national holidays; collectively, "permitted closures"), Tenant does not operate the Premises for the use specifically set forth in Section 1.1. 5.2 Uses Prohibited. (a) Generally. Tenant will not do or permit anything to be done in or about the Premises nor bring or keep anything there that will in any way increase the existing rate of, or affect any, fire or other insurance upon the Premises, the building (the "Building") of which the Premises is a part, or the Riverbend Golf Complex, nor will Tenant cause a cancellation of any insurance policy covering all or any part of the Premises, Building, Riverbend Golf Complex, or any of its contents. Tenant will take all reasonably necessary action to prevent excessive odors, emissions, fumes, liquids or other substances or excessive noise from escaping or extending beyond the Premises, and Tenant will not use or allow the Premises to be used for any improper, immoral, unlawful or objectionable or offensive purpose, nor will Tenant cause, maintain, or suffer or permit any nuisance in, on or about the Premises. Tenant will not commit or allow to be committed any waste in or upon the Premises and will refrain from using or permitting the use of the Premises or any portion thereof as living quarters, sleeping quarters or for lodging purposes. If the Landlord reasonably determines that the Tenant is creating or causing any of these prohibited uses, then Tenant will be responsible for installing, providing for and maintaining, at Tenant's sole cost and expense, measures to mitigate the nuisance or potential nuisance. The Landlord must first approve the Tenant's type and adequacy of mitigating measures as well as the time allowed to complete the measures. The construction, installation, maintenance and repair of the mitigating measures will be accomplished in accordance with the requirements set forth in Sections 9 and 10 below. If Tenant fails to complete the mitigating measures as required by Landlord or if Tenant fails to complete the mitigating measures within the time allowed, Landlord may terminate the Lease upon giving 30 days prior written notice. Notwithstanding anything to the contrary herein and in addition to all other remedies available to Landlord, Tenant will indemnify Landlord for all damages, costs and fees (including attorney's fees and costs) incurred by Landlord as a result of Tenant's breach of this Section 5.2. 5.3 Operation of Business. (a) General. (1) Conduct of Business. Tenant will conduct its business on the Premises during the entire Lease Term with diligence and efficiency to ensure long-term financial viability of Tenant's operation, unless prevented from doing so by causes beyond Tenant's control. Tenant will keep Riverbend Restaurant Lease " a g 110 in stock on the Premises a full and ample line of cookware, serving ware, and food stuffs for the purpose of operating its business and will maintain staffing sufficient to maximize Tenant's operations. Subject to the provisions of this Lease, Tenant will continuously conduct and carry on Tenant's business in the Premises without interruption and will keep the Premises open for business. Landlord and Tenant will determine from time to time, in writing, the schedule for Tenant's operating hours. If no written schedule is in effect or if Landlord and Tenant cannot agree on an operating schedule, Monday through Sunday minimum hours of operation will be weekdays 11am-7pm and weekends 8am-7pm. This provision will not apply if the business of Tenant is temporarily discontinued on account of strikes, lockouts or similar causes beyond Tenant's reasonable control. (b) Failure to Operate. If Tenant should fail to be open to the public on a fully- operational basis during all hours required under this Lease, in addition to being in material breach of this Lease, Tenant will immediately pay to Landlord, for each day or portion of any day that Tenant fails to open a "Failure to Open" charge of Two Hundred Dollars ($200.00). However, Tenant shall not be liable for such charges if Tenant's failure to open is due to the unavailability of utilities, such as power outages. 5.4 Compliance with Laws. Tenant will, at its sole cost and expense, promptly comply with all local, state or federal laws, statutes, ordinances and governmental rules, regulations or requirements now in force or that may subsequently be in force with respect to Tenant's use and occupancy of the Premises and Tenant's business. Tenant will also, at its sole cost and expense, comply with the requirements of any board of fire underwriters or other similar bodies now or hereafter constituted relating to or affecting the condition, use or occupancy of the Premises (excluding structural changes not related to or affected by Tenant's improvements or acts). Landlord represents that the Premises comply with all local, state or federal laws, statutes, ordinances and governmental rules, regulations or requirements now in force as of the Possession Date. The judgment of any court of competent jurisdiction or the admission of Tenant in any action against Tenant, whether or not Landlord is a party, that Tenant has violated any law, statute, ordinance or governmental rule, regulation or requirement, will be conclusive of that fact as between the Landlord and Tenant. The Tenant will be solely responsible for and pay, and will indemnify, defend, and hold Landlord harmless from and against all costs, expenses (including attorneys' fees), fines, damages, penalties, and surcharges incurred or arising by reason of Tenant's failure to promptly and completely perform the Tenant's obligations under this Section 5.4. 5.5 Hazardous Material. Tenant will not cause or permit any Hazardous Material, as defined below, to be brought upon, kept or used in or about the Premises by Tenant, its agents, employees, contractors or invitees, except in accordance with all applicable laws, rules and regulations. If Tenant breaches the obligations stated in the preceding sentence, or if the presence of any Hazardous Material caused or permitted by Tenant results in contamination of the Premises or any part of the Riverbed Golf complex or any other property, or if contamination of the Premises or any part of the Riverbend Golf Complex or other property by any Hazardous Material otherwise occurs for which Tenant may be legally liable to Landlord for the resulting damage, then Tenant will indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including without limitation, diminution in value of the property, damages for the loss or restriction on use of rentable or usable space, damages arising from any adverse impact on marketing or use of the Riverbend Golf Complex, damages to any other property, and amounts paid in settlement of claims, attorneys' fees, consultant fees and expert fees) that arise during or after the Lease Term as a result of the contamination. Riverbend Restaurant Lease P 111 Without limiting the foregoing, this indemnification includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on or under the Premises or any part of the Riverbend Golf Complex or other property, if the presence of any Hazardous Material caused or permitted by Tenant results in any contamination of the Premises or any part of the Riverbend Golf Complex or other property. Tenant will promptly take all actions at its sole expense as are necessary to return the Premises or the Riverbend Golf Complex or other property to the condition existing prior to the introduction of any Hazardous Material; provided that Tenant will first obtain Landlord's approval of that action, which approval will not be unreasonably withheld so long as Tenant's actions would not potentially have any material adverse long-term or short-term effect on the Premises or the Riverbend Golf Complex or other property. As used in this Section 5.5, the term "Hazardous Material" means any hazardous, dangerous, toxic or harmful substance, material or waste which is or becomes regulated by any local governmental authority, the State of Washington or the United States Government, but will not mean minimal amounts of cleaning supplies customary for the restaurant industry. To the best of Landlord's knowledge, Landlord has not used, generated, manufactured, produced, stored, released, discharged or disposed of on, under, or about the Premises (or off-site of the Premises that might affect the Premises) or transferred to or from the Premises, any Hazardous Material or allowed any other person or entity to do so. 5.6 Representation and Warranty of Tenant. Tenant (and, if Tenant is a corporation, partnership, limited liability company or other legal entity, that corporation, partnership, limited liability company or entity) makes the following representations and warranties, each of which is material and relied upon by Landlord, is true in all respects as of the date of this Lease, and will survive the expiration or termination of the Lease. Tenant will re-certify these representations to Landlord periodically, upon Landlord's reasonable request: (a) to the best of its knowledge, Tenant is not in violation of any Anti-Terrorism Law; (b) to the best of its knowledge, Tenant is not, as of the date hereof: (1) conducting any business or engaging in any transaction or dealing with any Prohibited Person, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person; (2) dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224; or (3) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate any of the prohibitions set forth in, any Anti-Terrorism Law; and (c) to the best of its knowledge, neither Tenant nor any of its affiliates, officers, directors, shareholders, members or lease guarantor, as applicable, is a Prohibited Person. If at any time any of these representations become false, then it will be considered a material default under this Lease. As used herein, "Anti-Terrorism Law" is defined as any law relating to terrorism, anti-terrorism, money-laundering or anti-money laundering activities, including without limitation the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, Executive Order No. 13224, and Riverbend Restaurant Lease P a g e 112 Title 3 of the USA Patriot Act, and any regulations promulgated under any of them. As used herein "Executive Order No. 13224" is defined as Executive Order No. 13224 on Terrorist Financing effective September 24, 2001, and relating to "Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism", as may be amended from time to time. "Prohibited Person" is defined as (i) a person or entity that is listed in the Annex to Executive Order No. 13224, or a person or entity owned or controlled by an entity that is listed in the Annex to Executive Order No. 13224; (ii) a person or entity with whom Landlord is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; or (iii) a person or entity that is named as a "specially designated national and blocked person" on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov/ofac/tl lsdn.pdf or at any replacement website or other official publication of this list. "USA Patriot Act" is defined as the "Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001" (Public Law 107- 56), as may be amended from time to time. SECTION 6— UTILITIES AND HVAC 6.1 Utilities. (a) City water, sewer, solid waste, and storm water drainage charges, electricity use charges, and gas use charges are not included in Tenant's monthly rent. Tenant shall be responsible for 45% of all such utility charges, and shall reimburse the Landlord monthly. Landlord shall provide a monthly invoice detailing all utility charges. Landlord shall also audit utility consumption on the Premises for one year following the Commencement Date. Following the one year audit, Tenant's percentage responsibility for utility charges shall be readjusted to accurately reflect the Premises use of utilities and the Lease shall be amended to such readjusted responsibility. (b) Tenant is responsible for all telephone, internet, and cable TV costs. (c) Tenant is responsible to pay any change in size or location to meters, piping, or other utility facilities, if caused or required by Tenant. (d) Landlord will pay to operate and maintain the existing alarm system in the building, but Tenant will be responsible for all costs incurred to modify that system to the extent caused or required by Tenant's operations or by Tenant's alterations, additions, or improvements. Tenant shall also be responsible for all costs incurred as a result of false alarms. (e) Landlord will pay to operate and maintain the existing heating, ventilation, and air conditioning (HVAC) system in the building, but Tenant will be responsible for all costs incurred to modify that system to the extent caused or required by Tenant's alterations, additions, or improvements. 6.2 Non-Liability of Landlord. Landlord will not be liable or deemed to be in default, nor will there be any abatement of Rent for any interruption, reduction or failure in the supply of any utilities (including telephone service) to the Premises or the Riverbend Golf Complex unless caused by the gross negligence or willful act of Landlord. No interruption or failure in the supply of any utilities or services will be deemed an eviction or disturbance of Tenant or relieve Tenant from the full and complete performance of all of Tenant's obligations under this Lease. Riverbend Restaurant Lease a ,y e (13 SECTION 7— LEASEHOLD AND PERSONAL PROPERTY TAXES 7.1 Tenant's Obligations. Tenant will pay, or cause to be paid, effective as of the Commencement Date, and before delinquency, all leasehold excise tax if required by law, at a rate established by the State of Washington, currently estimated at 12.84%. Tenant will also pay, or cause to be paid, effective as of the Possession Date, and before delinquency, any and all taxes levied, assessed and/or that become payable during the Lease Term upon all or any part of Tenant's leasehold improvements, equipment, furniture, fixtures, and any other personal property located in the Premises. In the event any or all of the Tenant's leasehold improvements, equipment, furniture, fixtures and other personal property will be assessed and taxed with the real property, Tenant will pay to Landlord its share of those taxes within ten days after delivery to Tenant by Landlord of a statement in writing setting forth the amount of those taxes applicable to Tenant's property. SECTION 8 - LICENSE AND TAXES 8.1 Tenant's Obligations. Tenant will be liable for, effective as of the date of full execution of this Lease, and will pay throughout the Lease Term, all license and excise fees and occupation taxes covering the business conducted on the Premises. If any governmental authority or unit under any present or future law effective at any time during the Lease Term will in any manner levy a tax on Rents payable under Lease or rents accruing from use of the Premises or a tax in any form against Landlord because of, or measured by, income derived from the leasing or rental of the Premises, Tenant will pay that tax, either directly or through Landlord, and upon Tenant's default, Landlord will have the same remedies as upon failure to pay Monthy Rent. Subject to all applicable federal, state, and local laws and regulations, Tenant is permitted to conduct gambling activities on the Premises. Tenant is responsible for obtaining any necessary permits and approvals to conduct gambling activities, and Tenant will be liable for and shall pay all applicable gambling taxes when due and payable. Tenant's failure to comply with the terms and conditions of this provision or any applicable federal, state, or local law will be considered a material breach of this Lease. SECTION 9 -ALTERATIONS 9.1 Acceptance of Premises. Upon delivery of the Premises to Tenant, Tenant will acknowledge to Landlord in writing within three days of delivery of possession of the Premises to Tenant that Tenant has inspected the Premises and accepts it in its then condition or else, within that three day period, will notify Landlord in writing of any patent deficiencies then apparent; provided, that a failure by Tenant to provide the above written notices to Landlord within the three day period will be deemed acceptance of the Premises in their then condition, except for latent defects. The Landlord's obligation and/or liability to Tenant for deficiencies will be strictly limited to the correction of the noted deficiencies, which correction will be made only to the extent of compliance with the Landlord's Work as set forth herein and in"Exhibit B." 9.2 Alterations by Tenant. Tenant will not make any alterations, additions or improvements in or to the Premises, including without limitation any penetration to the roof, without the prior written consent of Landlord, which consent to nonstructural alterations will not be unreasonably withheld, conditioned or delayed, and as to structural alterations may be conditioned by Landlord as Landlord may deem appropriate; provided, that Tenant Riverbend Restaurant Lease ' a e 114 may make minor non-structural alterations, additions or improvements to the Premises that in the aggregate do not exceed a cost of $5,000 per calendar year without the Landlord's prior written consent. Any alterations, additions or improvements consented to by Landlord, including roof penetration, will be made at Tenant's sole cost and expense. Tenant will provide its own trash container and/or container for construction debris; will provide its own portable toilets; will promptly remove all construction and related debris from all Common Areas;will return the Common Areas to the condition they were in immediately prior to construction immediately following completion of construction; will repair and restore any portions of the Common Areas harmed as result of the construction activities to the condition they were in immediately prior to construction; will use service entrances to the Premises, if any; will conduct no core drillings during business hours; and will disrupt Riverbend Golf Complex users as little as possible, and will pay to Landlord the amount of any and all damage to the roof caused by Tenant's penetration, and the amount of any and all damages to the Riverbend Golf Complex as a result of roof leaks caused by the penetration. Tenant will secure any and all governmental permits, approvals, or authorizations required in connection with this work, and will hold Landlord harmless from any and all liability, costs, damages, expenses (including attorneys' fees) and any and all liens resulting therefrom. Except trade fixtures, appliances and equipment that do not become a part of the Premises, all alterations, additions and improvements (expressly including all light fixtures and floor covering), will immediately become the property of the Landlord without any obligation to pay for them. Upon completion of Tenant's alterations, additions, or improvements, Tenant will provide Landlord a complete and accurate set of as-built drawings showing, in detail, the exact location and extent of each of Tenants alterations, additions, and improvements. By way of explanation and without limitation, these drawings would include location of wiring, conduit, and other facilities installed within the roofs, walls, and floors. 9.3 Disability Laws. Notwithstanding anything in this Lease to the contrary, if Tenant constructs, makes or installs or causes to be constructed, made or installed any alteration, addition, or improvement in or to the Premises or surrounding areas, Tenant will be solely responsible for ensuring that those alterations, additions, or improvements do not violate any provision in any local, state or federal law or regulation relating to accessibility for handicapped persons or the removal of architectural or communication barriers to accessibility ("Disability Law"), including but not limited to RCW Chapter 70.92 and The Americans with Disabilities Act. Any approval by Landlord of Tenant's plans or specifications for any alterations, additions or improvements will not be a representation or warranty, express or implied, by Landlord that the plans will comply with any Disability Law. If any claim under any Disability Law relates directly or indirectly to any alterations, additions, or improvements installed, made, or constructed, directly or indirectly, by or for Tenant in or to the Premises or relates directly or indirectly to any trade fixture or personal property item used by Tenant in the Premises, Tenant will defend, indemnify and hold Landlord harmless from and against the claim and any and all charges, liabilities, obligations, penalties, damages, judgments, costs and expenses (including attorneys' fees) arising or incurred against or suffered, directly or indirectly, by Landlord relating to those claims. If it should be determined that any alterations, additions, or improvements constructed, made or installed in or to the Premises, directly or indirectly, by or for Tenant or any trade fixture or personal property item used by Tenant in the Premises is an illegal architectural or communication barrier under any Disability Law, Tenant will immediately, at its sole cost and expense, remove the barrier or, to the extent allowed by the Disability Law, provide alternatives to the barrier to make the Premises accessible to disabled persons. No alteration or improvement in the Premises will be approved by Landlord if it will require that barriers outside the Premises be removed under any Disability Law. Tenant will not have any basis for objecting to Landlord's judgment regarding the probable application of any Disability Law, provided Landlord does not act arbitrarily. SECTION 10 - MAINTENANCE OF PREMISES 10.1 Maintenance and Repair by Tenant. Tenant will at all times throughout the Lease Term at its sole cost and expense keep the Premises (including exterior doors and entrances, all windows, moldings and trim of all doors and Riverbend Restaurant Lease : - i 15 windows, and the Patio Area and Tent/Banquet area, if applicable) and all partitions, door surfaces, fixtures, grease receptacles, equipment and appurtenances (including lighting, heating and plumbing fixtures and any air conditioning system) in good order, condition and repair (including damage from burglary or attempted burglary of the Premises). The costs of these repairs will be billed directly to, and paid by, Tenant. Landlord will operate, maintain and pay for the system used for heating, ventilating and air conditioning ("HVAC") serving the Premises, but Tenant agrees to pay for any modifications to the system caused or required by Tenant's alterations, additions, or improvements to the Premises during the Lease term. Tenant will keep the glass of all windows, doors, and showcases clean and presentable; immediately replace all broken glass in the Premises; at reasonable intervals paint or refinish the interior of the Premises, including entrances as determined by Landlord; make any necessary repairs to, or replacements of, all door closure apparatuses and mechanisms; keep all plumbing clean and in good state of repair including pipes, drains, toilets, basins and those portions of the heating system within the walls of the Premises; keep sidewalks and service areas adjacent to the Premises clear of dirt, rubbish, snow, ice and excess moisture or water; store all trash, refuse and recyclable materials in appropriate containers within the Premises or the Riverbend Golf Complex, as applicable, and attend to the daily disposal in a manner approved by Landlord (and if Tenant fails to do so, Landlord may arrange for disposal, and Tenant will reimburse the cost for that disposal upon demand, plus a handling charge of Fifty Dollars ($50.00) per invoice, all of which will be additional rent under this Lease); and keep all utilities within the Premises in a good state of repair. 10.2 Failure to Maintain. If Tenant fails to keep and preserve the Premises as set forth in Section 10.1 above, Landlord may, at its option, upon reasonable notice to Tenant and opportunity to cure, put or cause the same to be put in the condition and state of repair agreed upon, and in that case, upon receipt of written statements from Landlord, Tenant will promptly pay the entire cost as additional rent. Landlord will have the right, without liability, to enter the Premises for the purpose of making those repairs upon Tenant's failure to do so. 10.3 Repairs by Landlord. Landlord will keep the structure of the roof, exterior walls, foundations and building structure of the Premises in a good state of repair, and will accomplish those repairs as may be needed promptly after receipt of written notice from Tenant and said repairs will be at the sole cost of Landlord. Landlord will replace the roof when Landlord determines in its reasonable discretion that replacement is necessary. Landlord will also paint the exterior portion of the Premises as reasonably needed. Should any painting or repairs be required by reason of Tenant's negligent acts or failure to act, Tenant will promptly pay Landlord for that cost as additional rent. Tenant will immediately inform Landlord of any necessary repairs and Tenant will make none of those repairs without Landlord's prior written consent. Landlord will not be liable for any failure to make any repairs or to perform any maintenance required of Landlord unless the failure persists for an unreasonable time after Tenant has given written notice of the need for those repairs to Landlord. Except as otherwise specifically provided in this Lease, there will be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of any repairs, alterations or improvements in or to any portion of the Premises or Premises building or in or to their fixtures, appurtenances and equipment. 10.4 Surrender of Premises. At the expiration or sooner termination of this Lease, Tenant will return the Premises to Landlord in the same condition in which received (or, if altered by Landlord or by Tenant with the Landlord's consent, then the Premises will be returned in the altered condition), reasonable wear and tear and damage by casualty excepted. Tenant will remove all trade fixtures, appliances and equipment (where removal will not require structural changes to the Premises) which do not become a part of the Premises and alterations which Landlord designates to be removed pursuant to Section 9.2 above, and will restore Riverbend Restaurant Lease =' a ti e 116 the Premises to the condition they were in prior to the installation of said items. In addition, Tenant will be required, at the end of the Lease Term, to leave any affixed FF&E in place (including, but not limited to, two walk-in coolers, one walk-in freezer system, and all hoods and venting within the Premises) in the Premises at no cost to Landlord and in the same condition as originally delivered by Landlord, reasonable wear and tear excepted. Tenant's obligation to perform this covenant will survive the expiration or termination of this Lease. SECTION 11 - LIENS AND ENCUMBRANCES 11.1 Liens. Tenant will promptly file and/or record, as applicable, all notices of completion provided for by law, and will pay and discharge all claims for work or labor done, supplies furnished or services rendered at the request of Tenant or at the request of Landlord on behalf of Tenant, and will keep the Premises and Riverbend Golf Complex free and clear of all mechanics' and materialmen's liens in connection with that work, labor, supplies, or services. In the event any material or labor lien is recorded, Tenant will cause the lien to be removed within ten days after receipt of written notice from Landlord, or will provide a bond or other security in the amount of 150% of the lien within that ten day period. 11.2 Encumbrances. The Tenant will not cause or suffer to be placed, filed or recorded against the title to the Premises, the Premises building, the Riverbend Golf Complex, or any part thereof, any mortgage, deed of trust, security agreement, financing statement, or other encumbrance. The form of any mortgage, deed of trust or other security agreement or financing statement that includes a legal description of the Premises, or the Premises building, or the Riverbend Golf Complex or its address, or any part thereof, will be subject to Landlord's prior written approval, which approval may be conditioned as the Landlord deems appropriate. SECTION 12 -ASSIGNMENT AND SUBLETTING 12.1 Assignment or Sublease. Tenant will not assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest in this Lease, nor sublet the whole or any part of the Premises, nor will this Lease or any interest in this Lease be assignable or transferable by operation of law or by any process or proceeding of any court, or otherwise, without the prior written consent of Landlord, which consent will not be unreasonably withheld, conditioned or delayed. Any of these transactions undertaken without Landlord's prior written consent will be null and void. (a) Change in Ownership. No assignment, sublease or other transfer will relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 12 includes, without limitation (and the following will be deemed to be "assignments"): (1) a consolidation or merger of Tenant; (2) a change in the ownership or voting rights of more than fifty percent (50%) of the issued and outstanding stock, units or membership interest of any corporate or limited liability company tenant; (3) any sublease, assignment or transfer which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate, proprietary or limited liability company structure; (4) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (5) a change in control of any Tenant. (b) No Waiver. The acceptance by Landlord of any amounts following any transaction prohibited in this Section 12.1 will not be deemed to be consent by Landlord nor will it be deemed a waiver of any right or remedy by Landlord. Consent to any assignment, sublease or other Riverbend Restaurant Lease 117 transfer will not operate as a waiver of the necessity for consent to any subsequent assignment, sublease or transfer. (c) Documentation. In connection with any approved sublease, assignment or transfer, Tenant will promptly provide Landlord with fully executed copies of all assignment, sublease, transfer and assumption instruments. 12.2 Assignee Obligations. As a condition to Landlord's consent, any potential assignee or transferee otherwise approved by Landlord will expressly assume all existing and future obligations of Tenant under this Lease and will be jointly and severally liable with Tenant for the payment of Rent, Adjustments, additional rent, or any other charges and the performance of all terms, covenants and conditions of this Lease. Tenant will not be relieved from any liability under the Lease. 12.3 Sublessee Obligations. As a condition to Landlord's consent, any potential sublessee otherwise approved by Landlord will expressly assume all existing and future obligations of Tenant under the Lease during the term of the sublease and will be jointly and severally liable with Tenant for the payment of Rent, Adjustments, additional rent, or any other charges, and the performance of all terms, covenants, and conditions of this Lease. Tenant will not be relieved from any liability under the Lease. 12.4 Conditional Consents. Any consent by Landlord to any assignment, sublease or other transfer may be subject to any terms or conditions as Landlord will reasonably determine appropriate (including but not limited to requiring that any and all guarantors of the Lease agree to continue to guarantee the Lease obligations after the assignment) and those terms and conditions will be binding upon any person holding by, under or through Tenant. 12.5 Attorneys' Fees and Costs. Tenant and any assignee, sublessee or transferee will reimburse Landlord for Landlord's reasonable attorneys' fees and costs incurred in conjunction with the processing and documentation of any requested transfer, assignment, sublease or similar encumbrance. Notwithstanding the foregoing, the maximum charge to Tenant in connection with that assignment, sublease or transfer will be One Thousand Five Hundred Dollars ($1,500.00). 12.6 Transfer of Landlord's Interest. In the event of any transfers of Landlord's interest in the Premises or the Premises building, other than a transfer for security purposes only, the transferor will be automatically relieved of any and all obligations and liabilities on the part of Landlord accruing from and after the date of the transfer and Tenant agrees to attorn to the transferee. SECTION 13 - COMMON AREAS 13.1 Control of Common Areas. The Landlord will manage the Common Areas of the Riverbend Golf Complex. The Common Areas will include but not be limited to all automobile parking areas, access roads, driveways, entrances, Riverbend Restaurant Lease F' a g 118 retaining walls and exits, truck ways, loading docks or loading areas, package pick-up stations, washrooms, courts, sidewalks and ramps, landscaped areas, exterior stairways, and other areas, improvements, facilities and special services provided by Landlord for the general use of all employees, invitees and customers of the Riverbend Golf Complex. With respect to the Common Areas, Landlord will have the right to cause from time to time to establish, modify and enforce reasonable rules and regulations; construct, maintain and operate lighting facilities; police the Common Areas and facilities; from time to time to change the area, level, location and arrangement of parking areas and other facilities within the Common Areas; and to do, perform or cause to be performed other acts in and to the Common Areas as, in the use of good business judgment, Landlord determines to be advisable with a view to the improvement of the convenience and use of the Riverbend Golf Complex by its employees, invitees and customers. SECTION 14 - INSURANCE AND INDEMNITY 14.1 Indemnification. (a) Generally. Landlord will not be liable for the loss of or damage to any property (including property of Tenant and others) occurring in or about the Premises or for injury to any person occurring in or about the Premises except and to the extent the damage or injury is caused by Landlord's negligence. Except to the extent an injury to any person is caused by Landlord's negligence, Tenant will defend, indemnify and hold Landlord harmless from and against any and all claims, charges, liabilities, obligations, penalties, damages, costs and expenses (including attorneys' fees) arising, claimed, charged or incurred against or suffered, directly or indirectly, by Landlord from any matter or thing arising from Tenant's use of the Premises, the conduct of its business or from any activity, work, or other things done or permitted by Tenant in or about the Premises, and Tenant will further defend, indemnify and hold Landlord harmless from and against any and all claims arising, directly or indirectly, from any breach or default in the performance of any obligation of or to be performed by Tenant under the terms of this Lease, or arising from any act or omission of Tenant, or any officer, agent, employee, guest, or invitee of Tenant, and from all costs, attorneys' fees, and liabilities incurred in or about the defense of any claim or any action or proceeding brought on that basis. If any action or proceeding is brought against Landlord by reason of a claim, Tenant, upon notice from Landlord, will defend the same at Tenant's expense by legal counsel reasonably satisfactory to Landlord. (b) Concurrent Negligence of Landlord and Tenant Relating to Construction, Repair and Maintenance Activities. Notwithstanding Section 14.1 (a) above, in the event of the concurrent negligence of Tenant, its agents, employees, sublessees, invitees, licensees or contractors on the one hand, and that of Landlord, its agents, employees or contractors on the other hand, which concurrent negligence results in injury or damage to persons or property and relates to the construction, alteration, repair, addition to, subtraction from, improvement to or maintenance of the Premises or the Riverbend Golf Complex, Tenant's obligation to indemnify Landlord as set forth in this Section 14.1 will be limited to the extent of Tenant's negligence, and that of its agents, employees, sublessees, invitees, licensees or contractors, including Tenant's proportional share of costs, and attorneys' fees and expenses incurred in connection with any claim, action or proceeding brought with respect to that injury or damage. (c) Waiver of Workers' Compensation Immunity. THE LANDLORD AND TENANT SPECIFICALLY AGREE THAT THE PROVISIONS OF THIS SECTION 14 ALSO APPLY TO ANY CLAIM OF INJURY OR DAMAGE TO THE PERSONS OR PROPERTY OF THE TENANT'S EMPLOYEES, AND TENANT ACKNOWLEDGES AND AGREES THAT AS TO THOSE CLAIMS, TENANT, WITH RESPECT TO LANDLORD, DOES HEREBY WAIVE ANY RIGHT OF IMMUNITY WHICH TENANT MAY HAVE UNDER INDUSTRIAL INSURANCE (TITLE 51 RCW AS AMENDED AND UNDER ANY SUBSTITUTE OR REPLACEMENT STATUTE). THIS WAIVER AND AGREEMENT WAS SPECIFICALLY NEGOTIATED BY LANDLORD AND TENANT AND IS SOLELY FOR THE BENEFIT OF LANDLORD AND TENANT AND THEIR SUCCESSORS AND ASSIGNS AND IS NOT INTENDED AS A WAIVER OF TENANT'S RIGHTS OF IMMUNITY UNDER SAID INDUSTRIAL INSURANCE FOR ANY OTHER PURPOSE. Riverbend Restaurant Lease _ 119 Date: 2016 Date: 2016 Landlord Tenant Date: 2016 Tenant 14.2 Insurance. (a) Tenant will, as of the date of full execution of this Lease and at its own cost and expense, keep and maintain in full force and effect during the Lease Term, insurance policies of the types and in the amounts required as described in Exhibit D. (b) Tenant will immediately notify Landlord if claims made against Tenant and covered by any single policy exceed fifty percent (50%) or more of the aggregate limit. Notwithstanding the foregoing, if during the Lease Term, in Landlord's reasonable judgment, the Exhibit D policy limits are no longer adequate to provide reasonable protection to Landlord, Landlord may notify Tenant of the inadequacy and Tenant, within 30 days of receiving the notice, will obtain and provide Landlord with evidence of additional amounts of insurance. (c) Tenant will deliver to Landlord upon the Commencement Date and from time to time thereafter as requested by Landlord copies of all policies of these insurance or certificates thereof showing the parties named above as a primary additional insureds and the applicable policy limits thereof. In no event will the limits of these policies be considered as limiting the liability of Tenant under this Lease. (d) Service of Alcoholic Beverages. The insurance to be carried by Tenant pursuant to Section 14.2(a) above will not exclude liability for violation of any governmental statute, ordinance, regulation or rule pertaining to the sale, gift, distribution or use of any alcoholic beverages, or liability by reason of the selling, serving, or giving of any alcoholic beverage to a minor or to a person under the influence of alcohol or any other person, or which causes or contributes to the intoxication of any persons. Accordingly, the indemnification obligations in Section 14.1 of this Lease will extend, as well, to damages occurring at locations other than the Premises and resulting from risks insurable by any of the following (1) so-called dram shop liability insurance; (2) host liquor liability insurance; (3) liquor legal liability insurance; or(4) insurance otherwise related to the sale, gift, distribution or use of alcoholic beverages. (e) Failure to Maintain. If Tenant fails or refuses to maintain any insurance required by this Section 14, Landlord, at its discretion, may obtain and maintain insurance for those items and interests to protect Landlord in amounts as Landlord may determine to be appropriate, and any and all premiums paid or payable by Landlord will be deemed to be additional rent and will be due on the payment date of the next installment of Rent. The failure to obtain or maintain any insurance required by this Section 14 will constitute a material breach of this Lease. (f) Increase in Insurance Premium. Notwithstanding anything in this Lease to the contrary, Tenant will not keep, use, sell or offer for sale in or upon the Premises any article, nor conduct any activities or operations, which are or may be prohibited by Landlord's insurance carriers. Tenant will pay any increase in premiums for property or liability insurance maintained by Landlord resulting from Tenant's use or occupancy of the Premises, whether or not Landlord has consented to the increase. In the event of Landlord's increased insurance premiums, Tenant also will pay immediately to Landlord an amount equal to any additional premium on the insurance policy or policies that Landlord may carry for its protection against loss resulting from any insured event. In determining whether increased premiums are the result of Riverbend Restaurant Lease a H - 120 Tenant's use or occupancy of the Premises, the rates and premiums determined by the organization setting the insurance premiums will be conclusive evidence of the several items and charges which make up the insurance premiums. Landlord will deliver bills for these additional amounts to Tenant, and Tenant will immediately pay Landlord. 14.3 Mutual Release and Waiver of Subrogation. Landlord and Tenant hereby mutually release each other from liability, and waive all right of recovery against each other, for any injury, loss or damage to any building, structure, inventory or other tangible property and any revenues, profit and rents to be generated therefrom, whether due to negligence or any other insured cause, if the injury, loss or damage is caused by any of the perils that are covered by a first-party insurance policy benefiting the party suffering the injury, loss or damage or if the injury, loss or damage was required to be covered by insurance pursuant to this Lease; provided that this Section 14.3 will be inapplicable if it would have the effect, but only to the extent it would have the effect, of invalidating any insurance coverage of Landlord or Tenant. Landlord and Tenant acknowledge that their current insurance policies, as of the date of this Lease, will not be invalidated. In the future, if avoiding any invalidation can be effected by the payment of money to an insurer, the other party may elect to pay that amount to obtain a waiver of subrogation for its benefit. Landlord and Tenant, respectively, will promptly notify the other if its insurance will be invalidated by the foregoing release and waiver or if any payment is required to avoid invalidation. Notwithstanding anything to the contrary, this Section will not apply to any claim by Landlord for any Monthly Rent, Adjustments and additional rent payable under this Lease. Landlord and Tenant specifically intend, however, that this Section will apply to any potential claim that could otherwise be made by Landlord for any rents to be paid by other occupants of the Premises or any claim that could potentially be made by Tenant for any lost sales, profits or revenues that could have been generated from or operating expenses related to the Premises or elsewhere. 14.4 Acts of Others. Landlord will not be responsible or liable to Tenant, or to those claiming by, through or under Tenant, for any loss or damage which may be occasioned by or through the acts or omissions of third parties or persons occupying space adjoining the Premises, any part of the Premises, the Premises building, or any other part of the Riverbend Golf Complex. In addition, Landlord will not be responsible or liable to Tenant for any loss or damage resulting to Tenant, or those claiming by, through or under Tenant, or any of its property, from fire; explosion; falling plaster; the breaking, bursting, stoppage or leaking of water, gas, sewer, electrical cables, wires or steam pipes; or from water, rain or other substances leaking or coming from the roof, street, subsurface or from any other place or from dampness or from any similar risks or causes. Landlord will not be liable for any loss or damage to any person or property sustained by Tenant or any other persons, which may be caused by theft, or by any act or neglect of any tenant or occupant of the Premises, or of any other third parties. 14.5 Evidence of Coverage Prior to Entry. Notwithstanding the foregoing, prior to entry upon the Premises, Tenant will provide Landlord with written evidence of the required insurance coverage in the form of a certificate of insurance with the applicable endorsements attached or, at Landlord's request, a copy of the policy. With respect to industrial labor and industry insurance, this requirement will be satisfied by a letter from the appropriate state agency confirming participation in accordance with statutory requirements. Tenant will submit all accurate and complete certifications and endorsements required under this Section 14 no later than five days prior to opening for business. All corrections and/or modifications to the certifications and endorsements requested by Landlord must be completed to Landlord's satisfaction prior to Tenant's opening for business. Riverbend Restaurant Lease y 121 SECTION 15 - EMINENT DOMAIN If all or part of the Premises are taken by the power of eminent domain exercised by any governmental or quasi-governmental authority, this Lease will terminate as of the date Tenant is required to vacate the Premises and all Rent, Adjustments and other rentals and charges due hereunder will be paid to that date. The term "eminent domain" will include the taking or damaging of property by, through or under any governmental or quasi-governmental authority, and any purchase or acquisition in lieu thereof, whether or not the damaging or taking is by the government or any other person. SECTION 16 - TENANT'S DEFAULT 16.1 Default. The occurrence of any one or more of the following events will constitute a default and material breach of this Lease by Tenant: (a) Vacating the Premises. The vacating or abandonment of the Premises by Tenant or the violation of the operating covenant in Section 5.3. Vacation or abandonment of the Premises will be deemed to exist if Tenant's business in the Premises remains closed to the public for more than five consecutive days. (b) Failure to Pay Rent/Taxes. The failure by Tenant to make any payment of Rent, Adjustments, additional rent, taxes, or any other payment required to be made by Tenant, as and when due. (c) Failure to Perform. The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease, other than described in Section 16.1 (b) above, where Tenant's failure continues for a period of at least 30 days after the Landlord provides written notice (unless a shorter period is specifically provided for in this Lease with respect to any covenant, condition or provision); provided, however, that if the nature of Tenant's default is such that more than 30 days are reasonably required for its cure, then Tenant will not be deemed to be in default if Tenant commences the cure within 30 days and diligently prosecutes the cure to completion. (d) Bankruptcy. The making by Tenant or Guarantor, if any, of any general assignment or general arrangement for the benefit of creditors, or by the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition or reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within 60 days of filing); or the appointment of a trustee or a receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where that seizure is not discharged within 30 days after appointment of a trustee or receiver, or the filing of a petition for the appointment of a trustee or receiver, whichever occurs first. (e) Repeated Defaults. Tenant's third failure to perform or observe any of Tenant's obligations under the Lease during any calendar year (despite the fact Tenant may have cured the previous failures after notice from Landlord and within the notice period). (f) Default by Guarantor. A default by Guarantor, if any, in its obligations under its guaranty in favor of Landlord. Riverbend Restaurant Lease e l 22 16.2 Remedies in Default. In the event of any of these defaults or breaches by Tenant, Landlord may at any time with or without notice of demand and without limiting Landlord in the exercise of a right or remedy which Landlord may have by reason of the default or breach: (a) Terminate Lease. Terminate Tenant's right to possession of the Premises by any lawful means, in which case this Lease will terminate and Tenant will immediately surrender possession of the Premises to Landlord. In this event Landlord will be entitled to recover from Tenant (1) any unpaid rent which has been earned at the time of termination plus interest at the rates contemplated by this Lease; plus (2) the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of that rental loss that Tenant proves could have been reasonably avoided plus interest at the rates contemplated by this Lease; plus (3) any other amount necessary to compensate Landlord for all the damage proximately caused by Tenant's failure to perform under this Lease; (b) Continue the Lease. Maintain Tenant's right to possession, in which case this Lease will continue in effect whether or not Tenant has abandoned the Premises. In this event Landlord will be entitled to enforce all Landlord's rights and remedies under this Lease, including the right to recover the Rent, damages from Tenant's breach or default and any other charges and Adjustments as may become due, and to specifically enforce Tenant's obligations and obtain injunctive relief from further defaults or breaches; (c) Remove Persons and Property. Landlord will also have the right with or without terminating this Lease, to re-enter the Premises and remove all persons and property from the Premises; property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of the Tenant. No re-entry or taking possession of the Premises by Landlord pursuant to this subsection (c) will be construed as an acceptance of a surrender of the Premises or an election to terminate this Lease unless Landlord gives a written notice of that intention or unless a court decrees termination; and (d) Other Remedies. Landlord may also pursue any other remedy available to Landlord under the laws or judicial decisions of the State of Washington, including but not limited to specific performance, injunctive relief or any other equitable remedy, and/or the right to assess against Tenant an amount equal to the attorneys' fees incurred by Landlord in collecting any rent or other payment due, which amount will be due in full within ten days of Tenant's receipt of the assessment by Landlord. 16.3 Remedies Cumulative-Waiver. It is understood and agreed that the Landlord's exercise of any right or remedy due to a default or breach by Tenant will not be deemed a waiver and will not alter, affect or prejudice any right or remedy that Landlord may have under this Lease or by law or in equity. Neither the acceptance of Rent nor any other acts or omission of Landlord at any time or times after the happening of any event authorizing the cancellation or forfeiture of this Lease, will operate as a waiver of any past or future violation, breach or failure to keep or perform any covenant, agreement, term, or condition or to deprive Landlord of its right to cancel or to forfeit this Lease. 16.4 Acceptance of Payment. It is specifically understood and agreed that Landlord's acceptance of any sum, whether as Rent, Adjustments or otherwise, which is less than the amount claimed as due by the Landlord, will not act as, or be deemed to be, a waiver of the claimed amount or a compromise or accord and satisfaction of the amount due Landlord. Riverbend Restaurant Lease ' a ; i 23 16.5 Waiver of Rights of Redemption. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants or conditions of this Lease, or otherwise. 16.6 Application of Rents. In the event that Landlord elects to re-let, the rents received by Landlord from that re-letting may, in Landlord's sole subjective discretion, be applied as follows: first to the payment of any indebtedness other than rent due from Tenant; second to the payment of any costs of re-letting; third, to the payment of the cost of any alterations and repairs to the Premises; fourth, to the payment of rent due and unpaid; and the residual, if any, held by Landlord and applied to payment of future rent as it will become due. Should that portion of rents received from re-letting during the month which is applied to the payment of rent be less than the rent payable during that month, then Tenant will pay any deficiency immediately upon Landlord's demand. The deficiency will be calculated and paid monthly. Tenant will also pay Landlord, as soon as is certain, any of the costs and expenses incurred by Landlord in re-letting or in making any alterations and repairs not covered by the rents received from re-letting. 16.7 Bankruptcy. Landlord and Tenant (as either debtor or debtor-in-possession) agree that if a petition ("Petition") is filed by or against tenant under any chapter of Title 11 of the United States Code (the "Bankruptcy Code"), the following provisions will apply: (a) Adequate Protection. Adequate protection for Tenant's obligations accruing after filing of the Petition and before this Lease is rejected or assumed will be provided within 15 days after filing in the form of a security deposit equal to three months' Rent and Adjustments and other Lease charges, to be held by the court or an escrow agent approved by Landlord and the court. (b) Reasonable Compensation. The sum of all amounts payable by Tenant to Landlord under this Lease constitutes reasonable compensation for the occupancy of the Premises by Tenant. (c) Abandonment. Tenant or Trustee will give Landlord at least 30 days written notice of any abandonment of the Premises or any proceeding relating to administrative claims. If Tenant abandons without notice, Tenant or Trustee will stipulate to entry of an order for relief from stay to permit Landlord to re-enter and re-let the Premises. (d) Timely Performance. If Tenant failed to timely and fully perform any of its obligations under this Lease before the filing of the Petition, whether or not Landlord has given Tenant written notice of that failure and whether or not any time period for cure expired before the filing of the Petition, Tenant will be deemed to have been in default on the date the Petition was filed for all purposes under the Bankruptcy Code. (e) Prompt Cure. For the purposes of Section 365(b)(1) of the Bankruptcy Code, prompt cure of defaults will mean cure within 30 days after assumption. (f) Adequate Assurance of Future Performance. For the purposes of Section 365(b)(1) and 365(f)(2) of the Bankruptcy Code, adequate assurance of future performance of this Lease by Tenant, Trustee or any proposed assignee will require that Tenant, Trustee or the proposed assignee deposit three months of Rent, Adjustments and other Lease charges into an escrow fund (to be held by Riverbend Restaurant Lease 24 the court or an escrow agent approved by Landlord and the court) as security for future performance. In addition, if this Lease is to be assigned, adequate assurance of future performance by the proposed assignee will require that: (1)the assignee have a tangible net worth not less than the net worth of Tenant as of the Commencement Date or that the assignee's performance be unconditionally guaranteed by a person or entity that has a tangible net worth not less than the net worth of Tenant as of the Commencement Date; (2) the assignee demonstrate that it possesses a history of success in operating a business of similar size and complexity in a similar market as Tenant's business; and (3) the assignee assumes in writing all of Tenant's obligations relating to the Premises or this Lease. (g) Assignment/ Assumption. If Tenant or Trustee intends to assume and/or assign this Lease, Tenant or Trustee will provide Landlord with 30 days written notice of the proposed action, separate from and in addition to any notice provided to all creditors. Notice of a proposed assumption will state the assurance of prompt cure, compensation for loss and assurance of future performance to be provided to Landlord. Notice of a proposed assignment will state: (1) the name, address, and federal tax identification and registration numbers of the proposed assignee; (2) all of the terms and conditions of the proposed assignment, and (3) the assignee's proposed adequate assurance of future performance to be provided to Landlord. (h) No Obligation. If Tenant is in default under this Lease when the Petition is filed, Landlord will not be required to provide Tenant or Trustee with services or supplies under this Lease or otherwise before Tenant assumes this Lease, unless Tenant compensates Landlord for those services and supplies in advance. SECTION 17 - DEFAULT BY LANDLORD 17.1 Default by Landlord. Landlord will not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event later than 30 days after written notice by Tenant to Landlord. The notice will specify how Landlord has failed to perform its obligation; provided, however, that if the nature of Landlord's obligation requires more than 30 days for performance, then Landlord will not be in default if Landlord commences performance within 30 days and diligently prosecutes remedying the default obligation to completion. Tenant further agrees not to invoke any of its remedies under this Lease until 30 days (or longer as provided in this section) have elapsed. In no event will Tenant have the right to terminate this Lease as a result of Landlord's default, and Tenant's remedies will be limited to damages and/or an injunction. 17.2 Tenant's Right to Damages. Tenant's right to seek damages from Landlord as a result of a default by Landlord under this Lease will be conditioned on Tenant taking all actions reasonably required, under the circumstances, to minimize any loss or damage to Tenant's property or business, or to any of Tenant's officers, employees, agents, invitees, or other third parties that may be caused by any Landlord default. SECTION 18 - DESTRUCTION 18.1 Damage or Destruction. If during the Term of this Lease, any portion of the Premises, access to the Premises or any part of the Riverbend Golf Complex that is economically and physically essential to the use of the Premises is damaged or destroyed and that damage or destruction can, in Landlord's reasonable estimation, be repaired within 240 days following the damage or destruction, this Lease will remain in full force and effect, and Landlord promptly will begin repairs and restore the damage or destruction to substantially the same condition as existed prior to the damage event and then diligently complete the repair and Riverbend Restaurant Lease „ r- 125 restoration in compliance with all then existing laws. Landlord will give Tenant written notice of this determination within 60 days after the date of the damage event. If the damage or destruction cannot, in Landlord's reasonable estimation, be repaired within 240 days from the date the damage occurs, then either party may, in its sole discretion, terminate this Lease by delivery of written notice to the other party at least 30 days prior to the termination date. In addition, if (i) more than forty percent (40%) of the Riverbend Golf Complex is damaged or destroyed (regardless of its impact on the Premises); or (iii) the damage or destruction is not covered in full by Landlord's insurance required by this Lease, or Tenant's insurance by this Lease (or combination of both policies), or (iv) the damage or destruction occurs within the last 12 months of the Term of this Lease or any extensions, then Landlord may, in its sole discretion, terminate this Lease by delivery of notice to Tenant within 60 days of the date Landlord learns of the damage. (a) Rent Abatement. In the event of repair, reconstruction and restoration by Landlord as described in this Section 18.1, the Rent payable under this Lease will be abated proportionately with the degree to which Tenant's use of the Premises is economically or physically impaired during the repair, reconstruction, or restoration period. Tenant will not be entitled to any compensation or damages for loss of the use of the whole or any part of the Premises, damage to Tenant's personal property, and/or any inconvenience or annoyance occasioned by the repair, reconstruction, or restoration. (b) Tenant's Obligation to Repair. If Landlord is obligated to or elects to repair or restore under this Section 18.1, Landlord will be obligated to make repair or restoration only to those portions of the Riverbend Golf Complex and the Premises that were originally provided at Landlord's expense, and the Tenant will be responsible for the repair and restoration of items not provided at Landlord's expense. Tenant agrees to coordinate the restoration and repair of those items it is required to restore or repair with Landlord's repair and restoration work. Further, Tenant's work will be performed in accordance with the terms, standards and conditions contained in Section 10 above. SECTION 19 - ACCESS BY LANDLORD 19.1 Right of Entry. Landlord or Landlord's employees, agents and/or contractors will have the right to enter the Premises at any time to examine the Premises, to show them to prospective purchasers or tenants, and, after giving 72 hours' notice (except in emergencies) to make repairs, alterations, improvements or additions as Landlord may deem necessary or desirable. If Tenant is not personally present to permit entry and an entry is necessary, Landlord or its agents may forcibly enter, without rendering Landlord liable for that entry. 19.2 Excavation. If an excavation is made upon property adjacent to the Premises, Tenant will afford to the person authorized to cause the excavation, license to enter the Premises for the purpose of doing necessary work to preserve the wall of the Premises Building from injury or damage or to support the foundations, without any claim for damages or indemnification against Landlord for diminution or abatement of Rent. SECTION 20 - SURRENDER OR ABANDONMENT OF PREMISES 20.1 Surrender of Possession. Tenant will promptly yield and deliver to Landlord possession of the Premises at the expiration or prior termination of this Lease. Landlord may place and maintain a "For Lease" sign in conspicuous places on the Premises for 60 days prior to the expiration or prior termination of this Lease. Riverbend Restaurant Lease ; � _ 26 20.2 Holding Over. Any holding over by Tenant after the expiration or termination of the Lease Term, with or without Landlord's consent, will be construed to be a tenancy from month-to-month on all of the terms and conditions set forth in this Lease, to the extent not inconsistent with a month-to-month tenancy; provided, that the Rent for this hold-over period will be an amount equal to two hundred percent (200%) of the Rent due for the last month of the Lease Term. 20.3 Voluntary Surrender. Tenant's voluntary or other surrender of this Lease will not work a merger, and Landlord's removal of Tenant's personal property will not be construed or deemed to be a termination of this Lease or an actual or constructive eviction of Tenant, nor will it relieve Tenant of its obligations under this Lease. Landlord will have rights of entry and removal in order to attempt to mitigate Landlord's damages in the event of Tenant's abandonment of the Premises. SECTION 21 - QUIET ENJOYMENT 21.1 Landlord Covenant. Tenant, upon fully complying with and promptly performing all of the terms, covenants and conditions of this Lease, and upon the prompt and timely payment of all sums due, will have and quietly enjoy the Premises for the Lease Term. SECTION 22 -AUTHORITY OF PARTIES 22.1 Authority. Each individual executing this Lease on behalf of Tenant personally represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of Tenant, and that this Lease is binding upon Tenant in accordance with its terms. Tenant will, within 30 days after execution of this Lease, deliver to Landlord a certified copy of a resolution of the board of directors, members, or partners (as applicable) of Tenant authorizing or ratifying the execution of this Lease. SECTION 23 - SIGNS 23.1 General. Tenant will not place or suffer to be placed on the exterior walls of the Premises or upon the roof or any exterior door or wall or on the exterior or interior of any window any sign, awning, canopy, marquee, advertising matter, decoration, letter or other thing of any kind (exclusive of the signs, if any, which may be provided for in the original construction or improvement plans and specifications approved by the Landlord) without the prior written consent of Landlord, which consent may be withheld in Landlord's sole subjective discretion. Landlord reserves the exclusive right to the use for any purpose the roof and exterior of the walls of the Premises or the Premises building. In the event Tenant installs any sign without the Landlord's prior written approval, Landlord will have the right and authority without liability to Tenant to enter upon the Premises, remove and store the sign and repair all damage caused by the removal of the sign. All costs and expenses incurred by Landlord will be immediately paid by Tenant as additional rent. Tenant will be responsible for all maintenance and repair costs for its signs and awnings (if any). The Landlord reserves the right to remove the Tenant's signs or awnings during any period that Landlord repairs, restores, constructs or renovates the Premises or the Premises building. Riverbend Restaurant Lease 127 23.2 Tenant's Interior Signs. Except as otherwise herein provided, Tenant will have the right, at its sole cost and expense, to erect and maintain within the interior of the Premises all signs and advertising matter customary and appropriate in the conduct of Tenant's business; so long as the signage complies with the provisions set forth in Landlord's sign criteria; provided, however, that Tenant will upon demand of the Landlord immediately remove any sign, advertisement, decoration, lettering or notice which Tenant has placed or permitted to be placed in, upon or about the Premises and which Landlord deems objectionable or offensive, and if Tenant fails or refuses so to do, the Landlord may enter upon the Premises and remove the same at Tenant's cost and expense. In this connection, Tenant acknowledges that the Premises are a part of an integrated Premises, and agrees that control of all signs by Landlord is essential to the maintenance of uniformity, propriety and the aesthetic values in or pertaining to the Premises. 23.3 Sign Requirements. Notwithstanding anything to the contrary provided for in this Lease, Tenant will be obligated, at its sole cost and expense and on or before the date Tenant opens its doors for business, to design, fabricate and install a primary storefront sign on the Premises ("Storefront Sign"); provided further that the Storefront Sign will remain subject to Landlord's approval prior to installation with respect to and without limitation, design, method of attachment, location or other conditions. The Storefront Sign shall comply with the Kent City Code, and Tenant shall obtain any applicable permits or approvals. SECTION 24— DISPLAYS, AUCTIONS AND SALES 24.1 General. Tenant agrees not to install any exterior lighting, amplifiers or similar devices or use in or about the Premises, such as flashing lights, searchlights, loudspeakers (although Tenant may play music at a reasonable level in the outdoor seating areas), phonographs or radio broadcasts, nor to make, or allow to be made, any excessive noise in or around the Premises. No advertisement or sound of advertising will be heard outside the Premises, unless Tenant first receives Landlord's prior written approval. If music or any other audio transmission emanating from within the Premises is objectionable or offensive (in the reasonable judgment of Landlord), Landlord may require Tenant to stop or decrease the volume of those sounds to a reasonable level, as determined by Landlord, and Tenant will immediately comply. The Tenant may not display, sell or store merchandise outside the defined exterior walls and permanent doorways of the Premises. SECTION 25 - MISCELLANEOUS 25.1 Environmental Stewardship Tenant shall, as much as reasonably possible, follow environmentally conscious business practices, such as separating and properly disposing of recyclable materials, reducing the use of plastics (e.g., straws, single use bags, etc.), using energy efficient appliances and lighting, and incorporating the use of"green" chemicals used for cleaning and maintenance. 25.2 Successors or Assigns. All the terms, conditions, covenants and agreements of this Lease will extend to and be binding upon Landlord, Tenant and their respective heirs, administrators, executors, successors, subtenants, subleases, concessionaires, assigns and marital communities, if any, and upon any person or person coming into ownership or possession of any interest in the Premises by operation of law or otherwise. Riverbend Restaurant Lease -' a -, - 128 25.3 Tenant Defined. The word "Tenant" will mean each and every person, partnership or corporation who is mentioned as a Tenant or who executes this Lease as Tenant. 25.4 Broker's Commission. Tenant represents and warrants that it has incurred no liabilities or claims for brokerage commissions or finder's fees in connection with the execution of this Lease. 25.5 Partiallnvalidity. If any term, covenant, or condition of this Lease or its application to any person or circumstance is, to any extent, determined to be invalid or unenforceable, the remainder of this Lease, or the application of that term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, will not be affected and each term, covenant or condition of this Lease will be valid and be enforced to the fullest extent permitted by law. 25.6 Recording. Tenant will not record or file this Lease, or any assignment or security document pertaining to this Lease or all or any part of Tenant's interest in this Lease without the prior written consent of Landlord, which consent may be withheld or granted in Landlord's sole discretion. 25.7 Notices. Any notice, demand, request, consent, approval or communication that either party desires or is required to give to the other party or any other person will be in writing and either served personally or sent by registered or certified United States mail, or by overnight courier (collectively, "Notice"). Any Notice will be addressed to the other party at the address appearing in Section 1.1. Notice will be deemed communicated within three business days from the time of deposit in the United States mail if mailed as provided in this section, or upon delivery or refusal of delivery if delivered personally or by overnight courier. Although either party will have the right to change its address for notice purposes from time to time, any notice delivered pursuant to this Section to the address set forth in Section 1.1. of this Lease or to other addresses as may be specified in writing in accordance with this Section will be effective even if actual delivery cannot be made as a result of a change in the address of the recipient if the party delivering the notice has not received actual written notice in accordance with the provisions of this Section of the current address to which notices are sent. 25.8 Plats and Riders; Marginal Headings; Captions. Clauses, plats, riders, exhibits and addendums, if any, affixed to this Lease are incorporated herein by reference. To the extent any Exhibits conflict with the terms of this Lease, the terms of this Lease will control. Except to the extent any Addendum specifically modifies terms of this Lease, the terms of this Lease otherwise will control. Any section or paragraph titles or captions are for convenience only and will not be deemed to define, limit or otherwise modify the scope and intent of this Lease or any provision thereof. Riverbend Restaurant Lease N 129 25.9 Waiver. The waiver by Landlord of any term, covenant or condition will not be deemed to be a waiver of that term, covenant or condition or any subsequent breach of that or any other term, covenant or condition. Landlord's subsequent acceptance of Rent or any other Adjustment or sum will not be deemed to be a waiver of any preceding default by Tenant, other than the failure of the Tenant to pay the particular sum so accepted, regardless of Landlord's knowledge of the preceding default at the time of the acceptance of that sum. 25.10 Joint Obligations. If there be more than one Tenant the obligations hereunder imposed will be joint and several. 25.11 Time. Time is of the essence of this Lease. 25.12 Inability to Perform. In the event that either party will be delayed or hindered in or prevented from the performance of any covenant, agreement, work, service, or other act required under this Lease (other than monetary obligations), and that delay or hindrance is due to causes entirely beyond its control, such as riots, insurrections, martial law, lawsuits, court orders or injunctions, civil commotion, war, fire, flood, earthquake, or other casualty or acts of God, the performance of the covenant, agreement, work, service, or other act will be excused for the period of delay and the time period for performance will be extended by the same number of days in the period of delay. 25.13 Choice of Law; Venue. This Lease will be governed by the laws of the State of Washington. The venue for any action to enforce the terms of this Lease or collect any amounts owing by Tenant to Landlord will be in the Superior Court for King County, Washington. 25.14 Legal Expenses. If either party is required to bring or maintain any action (including assertion of any counterclaim or cross-claim, or claim in a proceeding in bankruptcy, receivership or any other proceeding instituted by a party hereto or by others), or otherwise refers this Lease to an attorney for the enforcement of any of the covenants, terms or conditions of this Lease, each party will be responsible to pay all its costs and attorneys' fees incurred as a result. 25.15 Competition. During the Lease Term, and any extensions, and for a period of one year from the date of Lease termination (as may be shortened or extended),Tenant will not directly or indirectly engage in any similar or competing business within a radius of three miles from the property line of the Riverbend Golf Complex closest to the location of the proposed competing business location, unless the Landlord first provides its prior written approval. Riverbend Restaurant Lease 130 25.16 Acceptance of Keys. The acceptance of keys to the Premises by the Landlord, its agents, employees, contractors or any other person on Landlord's behalf will not be deemed or constitute a termination of this Lease unless termination is evidenced in writing signed by the Landlord. 25.17 Landlord's Consent. Unless otherwise specifically stated, whenever Landlord's consent is required, Landlord's consent may be withheld in Landlord's sole subjective discretion. 25.18 No Light, Air or View Easement. Any diminution or shutting off of light, air or view by any structure that may be erected on or adjacent to the Premises will not affect this Lease or Tenant's obligations under the Lease, and will not impose any liability on Landlord. 25.19 Name. Tenant will not, without the prior written consent of Landlord, use the name of the building or Premises for any purpose other than as the address of the Premises, and in any event, Tenant will not acquire any rights in or to those names. 25.20 Submission of Lease. This Lease will not bind Landlord in any way until (a) Tenant has executed and delivered at least one original copy of the Lease to Landlord, and (b) Landlord has executed and delivered at least one fully-signed copy to Tenant. 25.21 Prior Agreements. It is understood that there are no oral or written agreements or representations between Landlord and Tenant affecting this Lease and that this Lease supersedes and cancels any and all previous negotiations, arrangements, representations, brochures, displays, projections, estimates, agreements and understandings, if any, made by or between Landlord and Tenant, nor will they be used to interpret, construe, supplement or contradict this Lease. This Lease, and all mutually-executed, written amendments, is and will be considered to be the only agreement between Landlord and Tenant and their representatives and agents. All negotiations and oral agreements acceptable to Landlord and Tenant have been merged into and are included in this Lease. There are no other representations, covenants or warranties between Landlord and Tenant and all reliance with respect to representations is solely upon the express representations, covenants and warranties contained in this Lease. Landlord and Tenant agree that the interlineation, obliteration or deletion of language from this Lease prior to its mutual execution by Landlord and Tenant will not be construed to have any particular meaning or to raise any presumption, canon of construction, or implication, including, without limitation, any implication that Landlord or Tenant intended to state the converse, obverse or opposite of the deleted language. This Lease will be read as if the obliterated or deleted language had never existed and the interlineated language had always existed. 25.22 Construction. Each party acknowledges and agrees that it has participated in the drafting and the negotiation of this Lease and has been afforded a full and fair opportunity to seek advice from legal counsel. Tenant Riverbend Restaurant Lease a 31 acknowledges that Landlord's attorney represents Landlord and not Tenant. Although the printed provisions of this Lease were drawn by Landlord, Landlord and Tenant agree that this circumstance will not create any presumption, canon of construction, or implication favoring the position of either Landlord or Tenant. Accordingly, in the event of a dispute with respect to the interpretation or enforcement of this Lease, no provision will be construed so as to favor or disfavor either party. 25.23 Financial Statements. Tenant will, prior to Tenant's execution of this Lease and within 10 days after Landlord's request at any time of Tenant's default hereunder during the Term, deliver to Landlord complete, accurate and up- to-date financial statements with respect to Tenant and any Guarantor(s) or other parties obligated upon this Lease, which financial statements must be (a) prepared according to generally accepted accounting principles consistently applied, and (b) certified by an independent certified public accountant or by Tenant's (or Guarantor's, as the case may be) chief financial officer, or Guarantor if Guarantor is an individual, that the same are a true, complete and correct statement of Tenant's (or Guarantor's) financial condition as of the date of those financial statements. 25.24 Effective Date. This Lease will take effect on the last date provided below. LANDLORD: THE CITY OF KENT, a Washington municipal corporation 7DO By: Dana Ralph Its: Mayor Date: TENANT: Half Lion Public House, LLC a Washington Limited Liability Company Its: So.� Date: 2 �Z— Riverbend Restaurant Lease 'P a g �a 132 STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Dana Ralph is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the Mayor of the City of Kent to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. -Notary Seal Must Appear Within This Box- IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first`ba'VXgt %V14tl,pit �t ��P• BRi �h OTw %, to //j Zr CA I (Signs re) 77,fit`��t� 2 NOTARY PUBLIC,jin and for the State of Washington, ' �'�+N,Ng residing at �'o' G ee Z/111 A-WASN�� ���� My appointment expires Riverbend Restaurant Lease P a g 133 STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence thatdcAn P44 WWs the person who appeared before me, and said person acknowledged that he signed t is instrument, an oa h stated that he was authorizeA to execute the instrument and acknowledged it as the"th of �.1 L LL fo be the free and voluntary act of such partysT—a n purposes mentioned in the instrument. -Notary Seal Must Appear Within This Box- IN WITNE���S WHEREOF, I have hereunto set my hand and official seal the day and year first above writte,rt.� � III,,, A K //// 41b' �bgiON f�•A40� 1'O 120j 37 Z ,, c, . (Signature) Nj,�'a,,� &Ue�'Zti,,-F NOTARY PUB I n n for the State of Washington, '9� ''�h,,,08;.���` ��_ residing at 46�!//','''O„W PIS\x \� My appointment expires Riverbend Restaurant Lease 134 EXHIBIT A PREMISES / DESCRIPTION OF PREMISES • Tenant's Premises includes: o The sidewalk adjacent to the restaurant entrance. o Restaurant entrances. ■ The restaurant area consists of 7,000 square feet, which includes the main dining and bar area, kitchen, walk-in coolers, two offices, two walk-in store rooms and the outdoor patio area. ■ Additionally, the golf complex has a 2,400-square foot outdoor tent for tournaments and events. • Maximum indoor occupancy (restaurant and bar): 3,200 square feet, max occupancy of 200 • The remaining space is made up of the kitchen, bathrooms, walk-in coolers, storage areas, mechanical rooms and the office. This area is 2200 square feet and has an occupancy of around 15. ■ Maximum outdoor occupancy (patio area): 1,600 square feet. Occupancy dependent upon setup. • Maximum outdoor occupancy (tent): 2,400 square feet. Occupancy dependent upon setup. Visual representation only. Not to scale. rx s :r :** " 1r R a ,ro a s" Riverbend Restaurant Lease 135 EXHIBIT B DESCRIPTION OF LANDLORD WORK Lighting • Ensure all lighting circuits and switches are clearly marked • Remove all hanging light fixtures and ensure other fixtures are working properly • Ensure all emergency lighting is up to code and in working condition Ceiling • Ensure the fire protection/sprinklers and alarm system in good working order • Service HVAC and ensure it is in fully working condition Kitchen/bar • Ensure grease trap is up to code with proper capacity, replace if necessary • Ensure ceiling tiles have been properly maintained, replace if needed. • Replace all electrical outlets as needed and ensure all circuits are clearly marked • Ensure fire suppression system is in fully working order • Make sure kitchen wall coverings are completely up to code and in working condition • Kitchen cleaned and sanitized from floor to ceiling •Walk-in Coolers and Freezer need to be fully operational Walls • Remove loose wires •All electrical properly terminated •All Holes repaired •All Dry rot repaired • Cove base molding replaced as needed •Walls patched and primed in prep for Tenant painting Flooring • Dining Area -All holes patched • Replace kitchen tiles as needed Bathrooms • Ensure bathrooms meet ADA code • Ensure plumbing and electrical is up to date to current standards • Replace electric hand dryers Demolition • Remove current bar structure and a portion of floor, as identified • Remove square pillar facades • Remove flooring and half wall of the golfer pass through area Banquet tent • Replace tent walls and top with new coverings • Prep area to build outside bar next to banquet tent Riverbend Restaurant Lease 136 EXHIBIT C DESCRIPTION OF TENANT WORK Note: Visual representation only, not to scale. Final layout is subject to approved plans and specifications will be approved by landlord in accordance with Section 9, prior to submittal for building plans and permits from the City of Kent. Design feasibility still under confirmation. O I '0ado ° o 0 0 0 a a 0 c n 1? El 1= E3 0 (� LID in Riverbend Restaurant Lease 137 EXHIBIT D TENANT INSURANCE REQUIREMENTS Insurance The Lessee shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Lessee's operation and use of the leased Premises. A. Minimum Scope of Insurance Lessee shall obtain insurance of the types described below: 1. Commercial General Liabilitv insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The City shall be named as an insured on Lessee's Commercial General Liability insurance policy using ISO Additional Insured-Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement providing equivalent coverage. 2. Liquor Legal Liability insurance with the same limits as the Commercial General Liability coverage. 3. Property insurance shall be carried by to Lessee to cover any and all property on the Leased premises. B. Minimum Amounts of Insurance Lessee shall maintain the following insurance limits: 1. Commercial General Liabilitv insurance shall be written with limits no less than $2,000,000 each occurrence, $3,000,000 general aggregate. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability insurance: 1. The Lessee's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Lessee's insurance and shall not contribute with it. 2. The Lessee's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. D. Acceptability of Insurers Riverbend Restaurant Lease 138 Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANIL E. Verification of Coverage Lessee shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Lessee. F. Waiver of Subrogation Lessee and Landlord hereby release and discharge each other from all claims, losses and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the premises or said building. This release shall apply only to the extent that such claim, loss or liability is covered by insurance. G. Landlord's Property Insurance Landlord shall purchase and maintain during the term of the lease all-risk property insurance covering the Building for their full replacement value without any coinsurance provisions. Riverbend Restaurant Lease 139 EXHIBIT E ANNUAL RENT INCREASE SCHEDULE Rent Formula = Monthly Base Rent+ 12.84% Leasehold Tax= Total Monthly Base Rent In addition to total base monthly rent, Tenant will submit reinbursement for identified portion of utility consumption (per 6.0) Minimum of 3.0% CPI Inflation/Growth each year based on Commencement Date. FIRST TEN YEAR TERM (2019-2028) ANNUAL BASE RENT MONTH ANNUAL Year 1 $3,000 12.84% $3,385 $36,000 $Increase from Prior Year - - Year 2 $3,090 12.84% $3,487 $37,080 $Increase from Prior Year $90 $1,080 Year 3 $3,183 12.84% $3,591 $38,192 $Increase from Prior Year $93 $1,112 Year 4 $3,278 12.84% $3,699 $39,338 $Increase from Prior Year $95 $1,146 Year 5 $3,377 12.84% $3,810 $40,518 $Increase from Prior Year $98 $1,180 Year 6 $3,478 12.84% $3,924 $41,734 $Increase from Prior Year $101 $1,216 Year 7 $3,582 12.84% $4,042 $42,986 $Increase from Prior Year $104 $1,252 Year 8 $3,690 12.84% $4,163 $44,275 $Increase from Prior Year $107 $1,290 Year 9 $3,800 12.84% $4,288 $45,604 $Increase from Prior Year $111 $1,328 Year 10 $3,914 12.84% $4,417 $46,972 $Increase from Prior Year $114 $1,368 FIRST 5-YEAR OPTION TO EXTEND(2029-2033) ANNUAL BASE RENT MONTH ANNUAL Note:Base rent subject to change beyond 3%minimum(max of 6%)-due to market demand/value. Year 11 $4,032 12.84% $4,549 $48,381 $Increase from Prior Year $117 $1,409 Year 12 $4,153 12.84% $4,686 $49,832 $Increase from Prior Year $121 $1,451 Year 13 $4,277 12.84% $4,826 $51,327 $Increase from Prior Year $125 $1,495 Year 14 $4,406 12.84% $4,971 $52,867 $Increase from Prior Year $128 $1,540 Year 15 $4,538 12.84% $5,120 $54,453 $Increase from Prior Year $132 $1,586 SECOND 5-YEAR OPTION TO EXTEND(2034-2038) ANNUAL BASE RENT MONTH ANNUAL Note:Base rent subject to change beyond 3%minimum(max of 10%)-due to market demand/value. Year 16 $4,674 12.84% $5,274 $56,087 $Increase from Prior Year $136 $1,634 Year 17 $4,814 12.84% $5,432 $57,769 $Increase from Prior Year $140 $1,683 Year 18 $4,959 12.84% $5,595 $59,503 $Increase from Prior Year $144 $1,733 Year 19 $5,107 12.84% $5,763 $61,288 $Increase from Prior Year $149 $1,785 Year 20 $5,261 12.84% $5,936 $63,126 $Increase from Prior Year $153 $1,839 THIRD 5-YEAR OPTION TO EXTEND(2039-2043) ANNUAL BASE RENT MONTH ANNUAL Note:Base rent subject to change beyond 3%minimum(max of 13%)-due to market demand/value. Year 21 $5,418 12.84% $6,114 $65,020 $Increase from Prior Year $158 $1,894 Year 22 $5,581 12.84% $6,297 $66,971 $Increase from Prior Year $163 $1,951 Year 23 $5,748 12.84% $6,486 $68,980 $Increase from Prior Year $167 $2,009 Year 24 $5,921 12.84% $6,681 $71,049 $Increase from Prior Year $172 $2,069 Year 25 $6,098 12.84% $6,881 $73,181 $Increase from Prior Year $178 $2,131 Riverbend Restaurant Lease P a g e 140 HALFLIO-02 A��RC>► CERTIFICATE OF LIABILITY INSURANCE DA[--=0/(MWDDIYYYY) 2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomemen s. PRODUCER v WNTACT Lesley Haithcox Basin Pacific Insurance&Benefits PHONE PAX 11120 Gravelly Lake Dr SW STE 1 (A_0C No EXt SAPD.N�- Lakewood,WA 98499 Ihait")a Qbasinpacific.00m .__„, INSURERS)AFFORDING COVERAGE INSURER_A:Mutual of Enumclaw Insurance Company 14761 INSURED INSURER B Half Lion Public House LLC INSURERC: - 2019 Meeker Street INSURER D: Kent,WA 98032 INSURER E: _ INSURER F: COVERAGES ___----_ CERTIFICATE NUMBER_: REYIVON NUMBER:_ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL:ISUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY _ —ENCE( EACH occuwz $ 2,000,000 CLAIMS-MA X OCCUR X x !BOP0018477 2/19/2019 2/19r2020 2REMLSESO RENTED 300,000 ---- MfLQ�(Any oneperson) 10,000 PERSONAL 8 ADV INJURY 2,000,000 GEWLAGGREGATELIMRA PER: G AGGREGATE $ 4,000,000 ((LL��jjl Jpp�EG�rr�''�T _ ---- __. POLICY LOC PRooucrs-coMP/oP_ c__ 2,000,000 X OTHER Llquwtiability Liquor Liabilly $— — 2,000,000 AUTOMOBILE LIAaILtTY " COMBINED SINGLE LIMIT .`-- J_. -_.. ANY AUTO BODILY INJURY(Per person}, S _ OWNED SCHEDULED BODILY INJURY Per _cgde _ AUTOS ONLY AUTOS RE �,p y�yryry Dp AUTOS ONLY AUTOS OI Y' PROamfifi,4DAMAGE UMBRELLA LIAB OCCUR t(rP'v aocmeCURRENCE EXCESS LAB CLAIMS-.MADE - AGGREGATE DED RETENTION$ - WORKERS COMPENSATION 1F ,PER OTN- AND EMPLOYERS'LIABILITY Y/N t I "'� _ ANY PROPRIETOR/PARTNER/EXECUTIVE t ICE �� mm. SJF EXCLUDED? N/A EL EACH ACCIDENT ((MM FF1I E.L DISEASE- S If yes,describe under - -,. — DESCRIPTION OF OPERATIONS below E,L DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS/LOCATIONS/VEHKxES(ACORD 101,Additional Remarks SchedWr;may be dtachod It more space Is required) City of Kent is understood to be additional insured with respect to the policy. Per attached forms. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Kent THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 220 4th Ave S ACCORDANCE WITH THE POLICY PROVISIONS. Kent, WA 98032 __- ---__��.-----__--- AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD BUSINESSOWNERS BP 04 51 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - WITH ADDITIONAL INSURED REQUIREMENT IN CONSTRUCTION CONTRACT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM Section II—Liability is amended as follows: B. With respect to the insurance afforded to these A. The following is added to Paragraph C.Who Is An additional insureds, the following additional Insured: exclusion applies: 3. Any person(s) or organizations) for whom you This insurance does not apply to "bodily injury" or are performing operations is also an additional "property damage"occurring after: insured, if you and such person(s) or 1. All work, including materials, parts or organization(s) have agreed in writing in a equipment furnished in connection with such contract or, agreement that such person(s) or work, on the project (other than service, organization(s) be included as an additional maintenance or repairs) to be performed by or insured on your policy. Such person(s) or on behalf of the additional insured(s) at the organization(s) is an additional insured only location of the covered operations has been with respect to liability for "bodily injury", completed; or "property damage"or"personal and advertising 2. That portion of "your work" out of which the injury"caused, in whole or in part, by: injury or damage arises has been put to its a. Your acts or omissions; or intended use by any person or organization b. The acts or omissions of those acting on other than another contractor or subcontractor your behalf; engaged in performing operations for a in the performance of your ongoing operations principal as a part of the same project. for the additional insured. C. With respect to the insurance afforded to these additional insureds, the following is added to However, the insurance afforded to such Paragraph D. Liability And Medical Expenses additional insured: Limits Of Insurance: a. Only applies to the extent permitted by law; The most we will pay on behalf of the additional and insured is the amount of insurance: b. Will not be broader than that which you are 1. Required by the contract or agreement you required by the contract or agreement to have entered into with the additional insured; provide for such additional insured. or A person's or organization's status as an 2. Available under the applicable Limits Of additional insured under this endorsement Insurance shown in the Declarations; ends on the earlier of the date: a. When your operations for that insured are whichever is less. completed; or This endorsement shall not increase the b. The contract or agreement you have applicable Limits Of Insurance shown in the Declarations. entered into with the additional insured is terminated. BP 04 61 07 13 0 Insurance Services Office, Inc., 2012 Page 1 of 1