HomeMy WebLinkAboutAssignment & Assumption of Sub Ground Lease-1-
ASSIGNMENT AND ASSUMPTION OF SUB GROUND LEASE
This ASSIGNMENT AND ASSUMPTION OF SUB GROUND LEASE (this
“Assignment”) is executed as of _________________, 2025, by and between 540 RENTON
HANGAR LLC, a Washington limited liability company (“Assignor”), and RNT 540 LLC, a
Washington limited liability company (“Assignee”), with reference to the following facts:
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”), 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”).
WHEREAS, concurrently herewith, Assignor is assigning to Assignee that certain Sub-
Ground Lease by and between Assignor and RNT 750 LLC (successor in interest to Pro Flight
Aviation, Inc.) dated December 30, 2010 (as amended and assigned) (the “RNT 750 Sub Ground
Lease”) covering certain land and improvements situated at the City of Renton Airport (“Airport”)
as further described in the RNT 750 Sub Ground Lease, and in accordance with the terms of that
certain Purchase and Sale Agreement (the “Agreement”) dated as of March 15, 2025, by and
among certain named parties including Assignor as a “Seller” and Assignee, as a “Purchaser”.
Capitalized terms used herein and not defined herein shall have the meanings set forth in the
Agreement and/or the RNT 750 Sub Ground Lease.
WHEREAS, Assignor desires to assign, transfer and convey to Assignee all of Assignor’s
interests in all the RNT 750 Sub Ground Lease, and Assignee desires to accept such assignment,
transfer and conveyance.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Assignment and Assumption. Assignor hereby SELLS, TRANSFERS, ASSIGNS
and CONVEYS to Assignee all of Assignor’s interest in the RNT 750 Sub Ground Lease, and all
of the rights, benefits and privileges of the landlord thereunder, including without limitation the
rents and other charges to be payable under the RNT Sub Ground Lease. Assignee hereby accepts
and agrees to perform all of the terms, covenants and conditions of the RNT 750 Sub Ground Lease
on the part of the Sublessor and owner therein required to be performed, from and after the
Effective Date.
2. Indemnification. Assignee agrees to be responsible for and to defend, indemnify
and hold Assignor (and its successors and assigns) harmless from and against any and all third-
party claims for losses, liabilities, damages, injuries, penalties, fines, costs, expenses and claims
of any and every kind whatsoever (including, without limitation, reasonable attorneys’ fees and
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expenses) paid, incurred or suffered by, or asserted against, Assignor (and its successors and
assigns) under the RNT 750 Sub Ground Lease on or after the Effective Date and relating to events
occurring or liabilities or obligations accruing under the RNT 750 Sub Ground Lease on or after
the Effective Date. Assignor agrees to be responsible for and to defend, indemnify and hold
Assignee (and its successors and assigns) harmless from and against any and all third-party claims
for losses, liabilities, damages, injuries, penalties, fines, costs, expenses and claims of any and
every kind whatsoever (including, without limitation, reasonable attorneys’ fees and expenses)
paid, incurred or suffered by, or asserted against, Assignee (and its successors and assigns) under
the RNT 750 Sub Ground Lease relating to events occurring or liabilities or obligations accruing
under the RNT 750 Sub Ground Lease prior to the Effective Date.
3.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”).
4.City of Renton Consent. Pursuant to its signature below, the City of Renton
consent to the assignment of the RNT 750 Sub Ground Lease to Assignee. The parties agree to
execute any further assignment or other form required by the City to evidence the assignment of
the RNT 750 Sub 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.
5. Governing Law. This Assignment shall be governed by the internal laws of the
State of Washington, without regard to any conflicts of law analysis.
6. 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.
7. 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 pages follow]
CITY:
CITY OF RENTON
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By:
Name: Armondo Pavone =U_ c�' *1. �
ATTEST: 1' If.:f - $V4 ' a
'Jason A.Seth,City Clerk '%, / '''Ou,,,,,,,,a��`�S,,..4'-
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STATE OF WASHINGTON ) „,,,m„""'°
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COUNTY OF.t►rA )
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On this3-day of 'C ,2025, before me ersonall appeared c'4�c"�`'" , to me
known to be the v c L of \-e c\ the company that
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executed the within and fdregoing instrument, acknowledged said instrument to be the free and-oTluntary
act of said corporation, for the uses and purposes therein mentioned, and on oath stat hehe- was
authorized to execute said instrument for said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand a d affixed my official seal the day and year first
above written. \,\\•�‘\.P‘\R511t t I I
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