HomeMy WebLinkAboutGround Lease Assignment & Assumption1
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE
THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (this “Assignment”) is
executed and delivered as of the 3rd day of December, 2025 (the “Effective Date”), by 540
RENTON HANGAR LLC, a Washington limited liability company (“Assignor”), to and in favor of RNT
540 LLC, a Washington limited liability company (“Assignee”).
WITNESSETH:
WHEREAS, Assignor is the owner of that certain ground leasehold estate created by that Ground
Lease dated August 1, 1998 (known as City of Renton LAG-99-002, as amended by its Amendments 1-04,
2-08, 3-09, 4-10, 5-13, 6-16, 7-18, 8-24, 9-24-subground lease and 10-25) (collectively referred to hereafter
as the “Ground Lease”), a copy of which is attached hereto as Schedule 1, by and between the City of
Renton, a municipal corporation and political subdivision of the State of Washington, as “Lessor” (the
“City”), and Assignor, as the current “Lessee”, which Ground Lease is recorded in King County,
Washington under that certain Recording No. 9905140923 and pertaining to the land described in the
Ground Lease (the “Leased Premises”); and
WHEREAS, Assignor desires to sell, assign, and convey to Assignee, and Assignee desires to
accept all of Assignor’s right, title and interest in the ground leasehold estate created by the Ground Lease.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1.Recitals. The recitals set forth above are true and correct and are incorporated herein. All
capitalized terms used but not otherwise defined herein shall have their respective meanings given to them
in the Ground Lease.
2.Assignment, Assumption, and Release. Assignor hereby SELLS, TRANSFERS,
ASSIGNS and CONVEYS unto Assignee, and Assignee hereby (i) accepts all of Assignor’s right, title, and
interest in, to, or created by the Ground Lease and (ii) assumes all of Assignor’s duties, covenants, and
obligations under the Ground Lease to be performed by the lessee thereunder to the extent first arising or
accruing on or after the Effective Date, TO HAVE AND TO HOLD Assignor’s interest in the Ground
Lease, together with all of Assignor’s right, title, and interest in and to the rights and appurtenances,
including improvements, structures, and fixtures located thereon or thereunto in anywise belonging, unto
Assignee and Assignee’s successors and assigns forever.
3.Indemnification. Assignee shall hold harmless, indemnify, and defend Assignor and
Assignor’s successors and assigns, as to any and all losses, costs, damages, expenses (including reasonable
attorneys’ fees), claims and/or causes of action (collectively, “Losses”) to the extent arising from or relating
to Assignee’s performance or non-performance of the lessee’s obligations pursuant to the Ground Lease
which first arise on or after the Effective Date of this Assignment. Assignor shall hold harmless, indemnify,
and defend Assignee and Assignee’s successors and assigns, as to any and all Losses to the extent arising
from or relating to Assignor’s performance or non-performance of the lessee’s obligations pursuant to the
Ground Lease which first arose prior to the Effective Date of this Assignment.
4.Permitted Encumbrances. This Assignment is executed by Assignor and accepted by
Assignee subject to those matters of public record applicable to the Leased Premises (the “Permitted
Encumbrances”).
2
5.City Consent and Estoppel. Pursuant to its signature below, City hereby (i) consents to this
Assignment, and (ii) represents and warrants to Assignee that as of the Effective Date (A) the Ground Lease
is in full force and effect, (B) there are no events of default existing under the Ground Lease by either
Assignor or City, (C) there is no condition existing that, with the passing of time or delivery of notice, or
both, would constitute a default or event of default under the Ground Lease, (D) the security deposit held
by the City under the Ground Lease equals $0.00, (E) the expiration date of the Ground Lease is July 31,
2028, and (F) the Minimum Monthly Rent under the Ground Lease as of the Effective Date is $4,894.31
(plus Leasehold Excise Tax). This Assignment shall not be effective or applicable to either party until the
City has consented below in writing to the assignment and assumption of the Ground Lease. The parties
agree to execute any further assignment or other form required by the City to evidence the assignment of
the Ground Lease; provided however, as between Assignor and Assignee, this Assignment shall control to
the extent of any conflicts between this Assignment and any assignment or other form required by the City.
6.Governing Law. This Assignment shall be governed by the internal laws of the State of
Washington, without regard to any conflicts of law analysis.
7.Binding Effect. This Assignment shall apply to and inure to the benefit of, and be binding
upon and enforceable against the parties hereto and their respective heirs, successors, administrators and
assigns, to the same extent as if they were original parties hereto.
8.Incorporation of Schedules. All schedules referenced in this Assignment are incorporated
herein by reference.
9.Counterparts. This Assignment may be executed in any number of counterparts with the
same effect as if all parties hereto had signed the same document. All such counterparts shall be construed
together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce
one such counterpart.
[SIGNATURE AND NOTARY PAGES FOLLOW]
CITY:
RENro ' .
CITY OF RENTONN
ORP OR x-i.\s„`"
Armondo Pavone ATTEST:
Name:
Mayor Jason A.Seth,City Clerk
Its:
STATE OF WASHINGTON )
)ss.
COUNTY OF KING )
On this, day of ,N 2025, before me personally appeared ,, ,,Y c
�to me known o be che of
`' - --. , the entity that executed the within and foregoing
instrument, acknowledged said instrument to be the free a oluntary act of said corporation, for
the uses and purposes therein mentioned,and on oath state he as authorized to execute said
instrument for said corporation.
IN WITNESS WHEREOF, I have hereunto set my and and affixed my official seal the day and
year first above written.
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ASSIGNEE’S ASSUMPTION OF AND AGREEMENT TO BE BOUND BY
ALL OBLIGATIONS IMPOSED ON LESSEE/ASSIGNOR IN LAG-99-002 AND ALL
AMENDMENTS AND ADDENDA THERETO
In consideration for the City of Renton’s Consent to Deed, Bill of Sale or Purchase and Sale
Agreement, and Assignment of that Lease that is LAG-99-002 (hereinafter “Lease”), Assignee,
RNT 540 LLC, hereby assumes and agrees to be bound by all obligations imposed on
Lessee/Assignor (540 Renton Hangar LLC) in Lease (LAG-99-002) and all Amendments and
Addenda thereto, and accepts all other terms, conditions, and limitations contained in Lease
(LAG-99-002) and all Amendments and Addenda thereto.
I certify under penalty of perjury that the foregoing is true and correct.
RNT 540 LLC
Dated: By
Jon Wenrich, Manager