ASSIGNMENT, ASSUMPTION AND MODIFICATION AGREEMENTASSIGNMENT, ASSUMPTION AND MODIFICATION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement")
is made and entered into as of the day of Fe-1cjrLL0-!Lj ,
2009, by and between Silver Dollar Trap Club, Inc. ("Assig or"), a Florida
company whose address is 16316 Patterson Road, Odessa, Florida, 33556;
Silver Dollar Shooters Resort, L.L.C. ("Assignee"), a Delaware company whose
address is Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606; and
NHC-FL8 L.P. ("Licensee"), a Delaware limited partnership whose address is Two
North Riverside Plaza, Suite 800, Chicago, Illinois 60606.
WHEREAS, Assignor and the City of Clearwater, a municipal corporation
organized and existing under the laws of the State of Florida ("Lessor"), previously
entered into that certain Lease dated February 14, 1994, a copy of which is
attached hereto as Exhibit A (the "Lease"), which Lease is incorporated herein by
reference. (Capitalized terms not defined herein that are defined in the Lease shall
have the meaning as defined in the Lease.)
WHEREAS, Assignor and Licensee entered into that certain License
Agreement in February, 1999, a copy of which is attached hereto as Exhibit B (the
"First License Agreement"), which License Agreement is incorporated herein by
reference.
WHEREAS, Assignor and Licensee entered into that certain License
Agreement on February 1, 2000, a copy of which is attached hereto as Exhibit C
(the "Second License Agreement"), which modified the First License Agreement
(the First License Agreement and Second License Agreement are referred to
herein collectively as the "License Agreements");
WHEREAS, as more fully set forth therein, pursuant to the Lease the City
leased to Assignor a parcel of property specified in the Lease.
WHEREAS, as more fully set forth therein, pursuant to the License
Agreements Assignor granted to Licensee a license to use the License Area as
defined in the License Agreement, which License Area Assignor had leased from
the City pursuant to the Lease.
WHEREAS, Assignee now desires to assume the Lease from Assignor,
Assignor desires to assign the Lease to Assignee, and Assignor and Licensee
desire to modify the License Agreements.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignee hereby
agree as follows, effective as of the date of this Agreement:
1. Assignment. Assignor hereby grants, assigns and transfers to
Assignee all of Assignor's right, title and interest in, to and under the Lease.
2. Assumption. Assignee hereby accepts the foregoing assignment
and assumes and agrees to be bound by and perform all of the future obligations of
Assignor under the Lease.
3. Indemnities. (a) Assignee hereby agrees to indemnify and hold
harmless Assignor from and against any and all claims, liabilities or expenses
attributable to Assignee's failure to fulfill any future obligation under the Lease,
except to the extent that the events giving rise to any such claims, liability or
expenses occurred before the execution date of the First License Agreement in
February, 1999; and (b) Assignor hereby agrees to indemnify and hold harmless
Assignee from and against any and all claims, liabilities or expenses resulting from
Assignee's agreement in paragraph 2 above to the extent that the events giving
rise to any such claims, liabilities or expenses occurred before the execution date
of the First License Agreement in February, 1999; and (c) notwithstanding any
provisions of the Lease, License Agreements or this Assignment to the contrary,
both Assignor and Assignee jointly and severally agree to indemnify and hold
Lessor harmless from and against any and all liabilities of whatever nature arising
from commencement and throughout the full term of the Lease as it may be
amended from time to time. It is mutually agreed by and between Lessor, Assignor
and Assignee that barring any other mutually acceptable resolution to complying
with the requirements of this provision, Assignor and Assignee shall share the full
costs and expense of fulfilling all obligations to Lessor under the Lease on a pro-
rata basis from lease commencement through final lease termination, and in no
event shall the Lessor be liable for any obligation, specifically environmental
remediation accruing during the term of the Lease.
4. Modification of the License Agreements. Assignor and Licensee
hereby agree that the License Agreements are ereby modified and amended to
provide that the License Agreements shall expire at the time this Agreement
becomes effective.
S. Power and Authority. Each party hereby represents and warrants
to the other parties that it is fully empowered and authorized to execute and deliver
this Agreement.
6. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties and their respective successors and assigns.
IN WITNESS WHEREOF, Assignor, Assignee, and Licensee have executed
and delivered this Agreement, and Lessor has consented to and delivered this
Agreement, as of the date first written above.
ASSIGNOR:
Silver Dollar Trap Club, Inc.
a Florida company
ASSIGNEE:
Silver Dollar Shooters Resort,
L.L.C., a Delaware company
By:
Name: rte ?J s
Title:
By: gzi?
Name: eNrvTK .4 .
Title: ?! c ~ r f ut`y L
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LICENSEE:
NHC-FL8 L.P.
0YeM14C- com?pany„?
By:
Name: &r4yeTW A. 077-
Title: ViecilfA. o D&WY 6&-N a-
CONSENT
The undersigned hereby consents to the foregoing assignment and assumption:
LESSOR:
Countersigned:
CITY OF CLEARWATER, FLORIDA
:?77 4Z?<By-
'-?k V. Hibbard, ay r William B. Horne, II, City Manager
Approved as to farm:
L.a ra Mahony, Assistant Ci orney
Attest:
y is E. Goudeau, City Clerk
c7 .o
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