Item 6c Seattle Restaurant Amendment
Draft: August 27, 2009 THIRD AMENDMENT TO LEASE AND CONCESSION AGREEMENT THIS THIRD AMENDMENT TO LEASE AND CONCESSION AGREEMENT (hereinafter referred to as the "Third Amendment") is made as of this ____ day of September 2009, by and between the PORT OF SEATTLE, a Washington municipal corporation as Lessor, (hereinafter referred to as "the Port"), and SEATTLE RESTAURANT ASSOCIATES, a partnership of Host International, Inc., a Delaware corporation, and Uwajimaya, Inc., a Washington corporation (hereinafter referred to as "Lessee"). WHEREAS, the Port and Lessee entered into that certain Lease and Concession Agreement dated July 14, 2003 for operation of certain retail concessions at the Airport, which lease agreement was subsequently amended on December 22, 2005 and July 29, 2009 (as amended, "the Lease"); and WHEREAS, the Port and Lessee have agreed to further amend the Lease to cap the mid-term investment required under the terms of the Lease; NOW, THEREFORE, in consideration of their mutual promises, the parties hereto do hereby mutually agree as follows: 1. Cap on Mid-Term Reinvestment. Section 13.2 of the Lease is hereby deleted in its entirety and replaced with the following: 13.2 Lessee agrees to upgrade each discrete unit of the Premises on or before the date set forth on Exhibit A hereto by investing an amount of at least One Million Eight Hundred Thousand Dollars ($1,800,000.00) and in a manner acceptable to the Port in order to maintain an attractive and inviting appearance to customers; provided, however, Lessee shall not under any circumstances and without regard to the specific investment amount set forth above be required to invest more than one hundred dollars ($100.00) per square foot, per unit for the upgrade and refurbishment of the Premises. This per-square-foot cap on the amount of the mid-term reinvestment shall specifically be applied on a concession unit-by-unit basis (and not on the entire Premises), with the maximum investment for any particular unit capped at $100/sf multiplied by the size (measured in square feet) of the particular unit. In addition to the midterm investments, Lessee shall also establish a fund equivalent to 0.5 percent (0.5%) of total Gross Receipts for repair and refurbishment of the Premises. Lessee shall submit to the Port a schedule of the upgrade, repair and refurbishment (in conformance with Article 19) before starting any - 1 - Draft: August 27, 2009 work, which shall include painting and repair attributable to ordinary wear and tear, and replacement of furniture, trade fixtures and equipment. 2. Pass Through of Cap on Mid-Term Reinvestment. Consistent with Section 1 of this Third Amendment, Lessee specifically agrees that it shall not require any of its subtenants notwithstanding the current language in any sublease agreement to spend more than one hundred dollars ($100.00) per square foot, per unit on the midterm upgrade of any subleased unit. 3. Exhibits. Exhibit A is attached to this Third Amendment after the signatures and is expressly incorporated herein. 4. Other Terms Unaffected. Except as ex pressly set forth in this Third Amendment, all other provisions of the Lease shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have signed this Amendment as of the day and year first above written. PORT OF SEATTLE A Washington municipal corporation By: Its: SEATTLE RESTAURANT ASSOCIATES, a general partnership By: HOST INTERNATIONAL, INC. A Delaware corporation By: Its: UWAJIMAYA, INC. A Washington corporation By: Its: - 2 - Draft: August 27, 2009 (ACKNOWLEDGMENT FOR LESSEE) STATE OF ___________________ ) ) ss. COUNTY OF _________________ ) On this _______ day of Insert Date, before me, personally appeared ____________________________________________________ to me known to be the ______________________________ of HOST INTERNATIONAL, INC., a Delaware corporation, the corporation that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was duly authorized to execute the same. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the State of Residing at: My commission expires: STATE OF ___________________ ) ) ss. COUNTY OF _________________ ) On this _______ day of December, 2005, before me, personally appeared ____________________________________________________ to me known to be the ______________________________ of UWAJIMAYA, INC., a Washington corporation, the corporation that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was duly authorized to execute the same. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the State of Residing at: My commission expires: - 3 - Draft: August 27, 2009 (ACKNOWLEDGMENT FOR THE PORT) STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this ______ day of Insert Date, before me, personally appeared _____________________________________________________ to me known to be the ______________________________________ of the PORT OF SEATTLE, a municipal corporation, the corporation that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was duly authorized to execute the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the State of Residing at: My commission expires: - 4 - Draft: August 27, 2009 EXHIBIT A Refurbishment Schedule Renovation Date (on or CONCOURSE "A" Opening Date before the date noted) Mountain Room June 15, 2004 June 15, 2010 CONCOURSE "B" Starbucks Coffee (plus old Pizza Hut) July 20, 2006 July 20, 2012 Sbarro March 22, 2005 March 22, 2011 Old Seattle Deli NA NA Casa del Agave June 26, 2004 June 26, 2010 Starbucks Coffee December 19, 2003 December 19, 2010 CONCOURSE "C" Wolfgang Puck August 14, 2006 August 14, 2012 Waji's July 9, 2007 July 9, 2013 CONCOURSE "D" Chili's Too June 22, 2006 June 22, 2012 Freshens Yogurt January 27, 2007 January 27, 2013 Old Seattle Deli August 5, 2006 August 5, 2012 North Esplanade Vintage Washington January 1, 2007 January 1, 2013 South Esplanade Dish D'lish March 4, 2006 March 4, 2012 Pilot House August 30, 2006 August 30, 2012 Central Terminal Dish D'lish May 2, 2005 May 2, 2011 Seattle Tap House August 12, 2005 August 12, 2011 Notwithstanding anything to the contrary in the above schedule, in the event that any particular unit is an Affected Unit, as that term is defined in the Second Amendment to Lease and Concession Agreement dated July 29, 2009 ("the Second Amendment"), the applicable deadline for such Affected Unit shall automatically be extended until a date one hundred eighty (180) days following the particular Relief Termination Date, as that term is defined in the Second Amendment, for such Affected Unit. - 1 -
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