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FIRST AMENDMENT
TO
LEASE AND CONCESSION AGREEMENT
THIS FIRST AMENDMENT TO LEASE AND CONCESSION AGREEMENT
(hereinafter referred to as the “First Amendment”) is made as of this ____ day of
_______201__, by and between the PORT OF SEATTLE, a Washington municipal corporation
as Lessor, (hereinafter referred to as “the Port”), and SP-LW, LLC (hereinafter referred to as
“Concessionaire”).
WHEREAS, the Port and Concessionaire entered into that certain Lease and Concession
Agreement in associated with their proposal to Lease Group 3 Package Food Single Unit 5
(“Agreement”) for operation of certain food and beverage concessions at the Airport; and
WHEREAS, the Premises identified in the Lease (Unit CC-6) could not support the
required utilities for a food and beverage concession; and
WHEREAS, the Port desires to lease to Concessionaire, and Concessionaire desires to
lease from the Port, substitute premises (Unit NS-23) located in the North Satellite, as set forth
herein;
NOW, THEREFORE, in consideration of their mutual promises, the parties hereto do
hereby mutually agree as follows:
1. Key Lease Terms. The Key Lease Terms section set forth in the Agreement is
deleted and replaced in its entirety as follows (and incorporated into the Agreement by this
reference):
KEY LEASE TERMS
Agreement Date
June 1, 2017
Concessionaire:
SP-LW, LLC
2013 4
th
Avenue, Third Floor
Seattle, WA 98121
Attn: Jaimi Chappelle, Controller
Premises (§1.33):
Approximately 1,800 square feet of space commonly known as Unit
NS-23, as identified in Exhibit B.
Occupancy Date (§§1.29,
3.1):
The date Phase 2 of the North Satellite Terminal is substantially
complete, currently scheduled to occur October 20, 2020. The Port
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shall confirm the Occupancy Date in the manner provided for in
Section 23.1 of this Agreement.
Expiration Date (§§1.14,
3.1):
Ten (10) year term, expiring on December 31, 2031
Rent Commencement Date
(§1.37):
The earlier of: (i) the Build-Out Deadline or (ii) the date on which
Concessionaire first opens for business from any portion of the
Premises whether a temporary operation or final build-out.
Initial Minimum Annual
Guarantee Amount
(§4.2.1.2):
One Hundred Eighty Thousand and 00/100 ($180,000.00)
Minimum Annual Guarantee
Due Date (§4.2.2):
In advance, on the first day of the month following the Rent
Commencement Date
Percentage Fees (§4.3.1):
Annual Gross Sales
Percentage of
Gross Sales
Annual Gross Sales < $3,000,000
14.0%
Annual Gross Sales Between $3,000,001 and
$4,000,000
12.5%
Annual Gross Sales > $4,000,000
11.0%
Monthly Report and
Percentage Fee Due Date
(§4.3.2):
In arrears, on the fifteenth (15
th
) day of the month
Additional Charges (§4.5):
Utilities (§9.1), Common Area Maintenance (§9.3), Taxes (§10.1),
and Marketing Program (§11.2). Others may be provided for in the
Agreement
Remittance Address For
Payments Only:
Port of Seattle
PO Box 24507
Seattle, WA 98124-0507
Late Charges (§4.7):
Five percent (5%) of the amount due plus interest at the Default Rate;
liquidated damages associated with a failure to report may also apply
Default Rate (§1.10):
Eighteen Percent (18%) per annum
Annual Report Due Date
(§4.8.4.1):
March 31, except for the Last Partial Year, for which it is ninety (90)
days following the end of the Last Partial Year
Security (§5.1):
Three Hundred Fifty-Seven Thousand and 00/100 ($357,000.00)
Use of Premises (§6.1):
Poppa Woody’s. Local brand burger restaurant with full bar,
including beer and wine. Menu will include, but not limited to
custom-ordered, hand-formed burgers; sandwiches; handmade
milkshakes; local, handmade ice cream with toppings; breakfast
sandwiches; and items sized and prices for children. Restaurant will
also offer side dishes, including French fries and onion rings, along
with fountain and bottled sodas, juice, tea, and Caffe Vita coffee
drinks. Restaurant will carry a small selection of Poppa Woody’s. Li’l
Woody’s, and Sub Pop Records branded merchandise and
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memorabilia.
Initial Improvement Amount
(§7.2.1):
Four Hundred Ninety and 00/100 ($490.00) Dollars per square foot
Build-Out Deadline (§7.2.1):
Approximately 120 calendar days following the Occupancy Date.
The Port shall confirm the Build-Out Deadline in the manner provided
for in Section 23.1 of this Agreement.
Delay Damages (§§7.2.1,
7.2.2):
One Hundred and 00/100 ($100.00) Dollars per calendar day
Midterm Refurbishment
Amount (§7.2.2):
Seventy-Three and 82/100 ($73.82) Dollars per square foot
Midterm Deadline (§§1.25,
7.2.2):
January 31, 2026
Exhibits to Agreement:
A
B-1
C
D
E
F
G
- Legal Description of Airport
-
Premises
-
Operating Standards
-
Street Pricing Policy
-
Schedule of Liquidated Damages
-
Additional Non-Discrimination Covenants
-
Pertinent Non-Discrimination Authorities
2. Exhibit B. Exhibit B to the Agreement is deleted and replaced in its entirety with
Exhibit B-1 attached hereto and incorporated herein.
3. Possession. A new Section 3.2 is added to the Agreement, as follows:
3.2 Possession. If for any reason the Occupancy Date specified in the Key Lease
Terms is delayed, the Port shall not be liable for any damage caused thereby
to Concessionaire, nor shall this Agreement thereby become void or voidable,
nor shall the term specified herein be in any way extended; provided, if the
Occupancy Date specified in the Key Lease Terms is delayed by greater than
one hundred eighty (180) days, Concessionaire shall have the option to
terminate this Agreement by at least thirty (30) days’ written notice, unless the
Port shall deliver possession of the Premises prior to the effective date of
termination specified in such notice.
4. No further Amendment. Except as specifically amended by this First
Amendment, all other terms, covenants and conditions of the Agreement shall remain in force
and effect.
5. Reimbursement. Upon mutual execution of this First Amendment, the Port will
pay Concessionaire the amount of $360,095.72 as full and final reimbursement for all costs
incurred by Concessionaire with respect to Unit CC-6, including, without limitation, all design
and reconfiguration of Unit CC-6.
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6. Mutual Release. By mutual execution of this First Amendment:
a. Concessionaire, for itself and for its representatives, successors and
assigns, hereby irrevocably releases, acquits and forever discharges the Port and its
commissioners, directors, officers, employees, agents, attorneys, successors and assigns
from any and all causes of action, obligations, costs, expenses, damages, losses, claims,
liabilities, suits, debts and/or demands, of whatever character, in law or in equity, whether
presently known or unknown, arising or resulting from the unavailability of Unit CC-6
for lease to Concessionaire, including, without limitation, any differences in the location,
layout, size or other variances between Unit CC-6 and Unit NS-23 as delivered on the
Occupancy Date; and
b. The Port for itself and its representatives, successors and assigns, hereby
irrevocably releases, acquits and forever discharges Concessionaire and its directors,
officers, employees, agents, attorneys, successors and assigns from any and all causes of
action, obligations, costs, expenses, damages, losses, claims, liabilities, suits, debts and/or
demands, of whatever character, in law or in equity, whether presently known or
unknown, arising or resulting from the unavailability of Unit CC-6 for lease to
Concessionaire, including, without limitation, any differences in the location, layout, size
or other variances between Unit CC-6 and Unit NS-23 as delivered on the Occupancy
Date.
IN WITNESS WHEREOF, the parties hereto have signed this First Amendment as of the day
and year first above written.
PORT OF SEATTLE SP-LW LLC
A Washington municipal corporation A Washington limited liability company
By: By:
Its: Its:
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(ACKNOWLEDGMENT FOR CONCESSIONAIRE)
STATE OF ___________________ )
) ss.
COUNTY OF _________________ )
On this _______ day of __________, 201_, before me, personally appeared
____________________________________________________ to me known to be the
______________________________ of _______________________., a ____________
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:
(ACKNOWLEDGMENT FOR THE PORT)
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this ______ day of ___________, 201_, 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:
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Exhibit B-1
Premises