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HomeMy WebLinkAboutAdden 06 • LAG-84-006 Adden. #6-97 Imre Now Assignment of Lease and Assumption Agreement (300 Airport Way, Renton, Washington) This Assignment of Lease and Assumption Agreement(the"Agreement") is entered into as of March .,-').5;1997, among Puget Sound Industries, Inc., Paul W. Brendle, II, and JoAnne Brendle (hereinafter referred to collectively as "Seller"); Cliff Howard, doing business as Cliff Howard Aviation, Ruth Howard solely on behalf of her marital community, Fred Bahr, doing business as Bahr Aero, and Jamie L. Bahr, solely on behalf of her marital community (hereinafter referred to collectively as "Buyer"); Plane Space Investments, Inc., a Washington corporation ("Plane Space"); and the City of Renton, Washington (the "City"). Recitals A. Seller is the lessee under a certain Lease Agreement No. LAG 006-84 (the "Lease") dated as of September 1, 1984, originally between Plane Space and the City, as lessor, affecting the real property (the "Leasehold Property") which is subject to the Lease. A copy of the Lease is attached as Exhibit A. Seller also owns certain buildings, fixtures, and improvements (the "Improvements") located on the Leasehold Property. B. Plane Space previously assigned its interest in the Lease to Seller pursuant to that certain Amended Assignment of Lease and Security Agreement (the "Original Assignment")dated September 2, 1994 from Plane Space to Seller,which Original Assignment is recorded in the real property records of King County under recording number 9412091441. In connection with the Original Assignment, Buyer executed a promissory note (the"Promissory Note") payable to Plane Space in the original principal amount of $522,500.00 and dated September 2, 1994. C. The obligations owed to Plane Space by Seller in connection with the Original Assignment were secured by the provisions contained in the Original Assignment and by a Deed of Trust(the "Deed of Trust")dated September 2, 1994 and recorded in the real property records of King County under recording number 9412091440. The obligations were also guaranteed pursuant to that certain Unconditional Guaranty dated September 2, 1994 between Puget Sound Helicopters, Inc., Puget Sound Flight Center, Inc., and Puget Sound Aviation Group, Ltd., as Guarantors and Plane Space as Creditor. D. Pursuant to a separate Purchase and Sale Agreement between Seller and Buyer dated March T 1997 (the "Purchase and Sale Agreement"), Seller has agreed to assign to Buyer all of Seller's interests in the Leasehold Property and the Improvements. Buyer has agreed to assume all of Seller's obligations under the Lease, the Original Assignment, the Promissory Note, and the Deed of Trust. E. Plane Space is willing to approve the assignment of the Lease by Seller and the assumption of the obligations by Buyer according to the terms set forth in this Agreement. 1 F. The City is willing to consent to the assignment of the Lease by Seller to Buyer as described in this Agreement. Agreement 1. Assignment of Lease. Seller grants, assigns and transfers to Buyer, and Buyer accepts, all of Seller's rights, duties, and liabilities under the Lease and all Seller's interest in the Leasehold Property, as of the effective date of this Agreement. In order to further effect this assignment, Seller, contemporaneously with this Agreement, will execute and deliver into escrow a warranty deed conveying to Buyer all Seller's interests in the buildings, structures, and improvements located on the Leasehold Property. 2. Buyer's Assumption of Lease and Other Obligations. (a) As of the Closing Date, Buyer shall timely perform all duties and undertake all liabilities of the lessee under the Lease, including but not limited to the duty to occupy the Leasehold Property, the duty to pay rent, taxes, and utility expenses applicable to the leasehold Property, and the duty to maintain and insure the Leasehold Property. Buyer shall hold Seller harmless from any damage or expenses incurred under the Lease after the Closing Date. (b) As of the Closing Date, Buyer agrees to assume and shall timely perform all duties, obligations, covenants, and liabilities of Seller as set forth in the Original Assignment, the Promissory Note, and the Deed of Trust. The parties to this Agreement acknowledge that all of the rights, duties, obligations, covenants, provisions, and security interests set forth in the Original Assignment, the Promissory Note, and the Deed of Trust shall continue to exist and shall remain in full force and effect, and they are hereby incorporated by reference into this Agreement as if fully set forth, with the only difference being that the Buyer in this Agreement shall succeed to and shall assume sole responsibility for the rights, duties, obligations, and covenants of Seller(which rights, duties, obligations, and covenants are identified in the original documents as those of "Buyers" in the Original Assignment, those of "Makers" in the Promissory Note, and those of"Grantors" in the Deed of Trust). Plane Space acknowledges that it has previously granted a release of its security interest in certain items of personal property and equipment that were identified in Exhibit B to the Original Assignment. Those items of personal property will remain free of any security interest of Plane Space, and nothing in this Agreement is intended to grant or renew a security interest in those items. (c) Buyer shall sign and deliver to Plane Space a UCC-1 financing statement and a UCC-2 financing statement in a form acceptable to Plane Space for use by Plane Space in perfecting its security interests. 3. Additional Undertakings by Buyer. (a) On the effective date of this Agreement, Buyer shall pay to Plane Space as an assumption fee of $20,000.00 in consideration of the agreement of Plane Space to approve the assignment of the Lease and the assumption of the obligations by Buyer and to release Seller and the Guarantors from further liability. 2 *iior *Nor (b) Buyer acknowledges that the amount of rent which is due to the City under the Lease for the period after June 30, 1993 is currently subject to adjustment pursuant to an arbitration with the City that is in progress. Seller previously committed to Plane Space to pay any increased rent resulting from the arbitration for the period beginning September 2, 1994. Buyer agrees to assume and hold Seller and Plane Space harmless from that liability (the liability for any increased rent for the period June 30, 1993 through September 1, 1994 remains with Plane Space), and Buyer will likewise receive any benefit if the arbitration results in any decrease in rent for that period. Buyer agrees to actively pursue the successful completion of the arbitration on behalf of the lessee's interest under the Lease. (c) Consistent with the Original Assignment(paragraph 6(e)), Buyer shall give to the City and to Plane Space notice of its exercise of the right to renew the Lease at least one hundred fifty (150) days prior to the expiration of the original term or any renewal of the Lease. In the event that Buyer fails to give the City and Plane Space at least 150 days notice of the exercise of the option to renew the Lease, then Plane Space, up to ninety (90) days prior to expiration of the original term or any renewal term of the Lease, may exercise the right to renew the Lease; in such event, all Buyer's rights under the Lease shall revert to Plane Space as of the expiration of the original term or renewal term of the Lease, unless an earlier reversion of Buyer's rights under the Lease shall otherwise be allowed or provided in this Agreement. 4. Consent by Plane Space to Assignment and Release. (a) Plane Space hereby consents to the assignment of the Lease to Buyer and to Buyer's assumption of the rights, duties, obligations, and covenants of Seller as set forth in the Original Assignment, the Promissory Note, and the Deed of Trust. (b) Plane Space hereby releases Seller from all further obligations under the Original Assignment, the Promissory Note, and the Deed of Trust. Plane Space also hereby releases Puget Sound Helicopters, Inc., Puget Sound Flight Center, Inc., and Puget Sound Aviation Group, Ltd. from all further liability or obligation arising under the Unconditional Guaranty dated September 2, 1994 between those entities as Guarantors and Plane Space as Creditor. 5. Consent by the City. The City consents to and approves the assignment of the Lease to Buyer and the other terms of this Agreement. 6. Warranties. Seller and Buyer warrant to Plane Space that, as of the time of Closing, all payments shall be current and all amounts owing shall have been paid with regard to (a) all payments and obligations arising under the Lease, the Promissory Note, the Original Assignment, and the Deed of Trust, (b) all tax liabilities and utility obligations, and (b) any legal fees relating to the rent arbitration with the City. As between Seller and Buyer, they have agreed in the Purchase and Sale Agreement that Seller shall have responsibility for the payments and obligations relating to the Lease,the Leasehold Property, and the Improvements up to the date of the Purchase and Sale Agreement and Buyer shall have all responsibility thereafter. Seller's warranty and Buyer's warranty in this Agreement are apportioned in the same manner. These warranties shall survive the Closing of this Agreement. 3 Now 7. Effective Date and Closing. It is agreed that this Agreement will be placed in escrow after it is signed by Seller, Buyer, and Plane Space, awaiting the action of the City to approve the assignment. This Agreement shall be dated as of the date that it is signed by the City, and it shall be released to the parties and become effective at the time of Closing, which shall be contemporaneous with and contingent upon the closing of the transaction contemplated in the Purchase and Sale Agreement between Seller and Buyer and the payment of the assumption fee to Plane Space. 8. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. 9. Entire Agreement. This Agreement sets forth the entire agreement of the parties. It shall not be changed or terminated orally. IN WITNESS WHEREOF, the parties have signed this Agreement. Seller: Puget Sound Industries, Inc. By: ',1, 11 • li 11 ., JoAnn Brendle, President Pug: .o7nd Industries, Inc. 18: 4 S.E. 42nd Street Is a• .h, ashington 98027 td I Paul ' . Brendle, II 18814 S.E. 42nd Street Issaquah, Washington 98027 44 cL_ Jo ne Brendle 188 4 S.E. 42nd Street Issaquah, Washington 98027 Buyer: � --- Cliff How r , doing business as Cliff Howard Aviation P.O. Box 98490 Seattle, Washington 98198-0490 i !eZ4it Ruth Howard, wife of Cliff Howard, solely on behalf of her marital community. 4 /7, Fred Bahr, doing business as Bahr Aero P.O. Box 48 Issaquah, Washington 98027 C2' Gl A6641 Jamie L. Bahr, wife of Fred Bahr, solely on behalf of her marital community. Plane Space: Plane Space Investments, I lA thAlut .• �. v_g Print d Name• 1- 1Y+• � - Its: l ®EST" 12303 East Marginal Way South Seattle, Washington 98168 City of Renton: By: - -�� Printed me: Jesse Tanner Its: Mayor 200 Mill Avenue South Renton, Washington 98055 State of Washington } } ss. County of King } I certify that I know or have satisfactory evidence that JoAnne Brendle is the individual who personally appeared before me, and she acknowledged that she signed this instrument and was authorized to execute the instrument and acknowledged it as the President of Puget Sound Industries, Inc. to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. ���, .���• 1�/��� • �a! LLC- �' Lf L //�T/C // .:��: NotaryPublic in and for the ate of . y= �. n y 11 7o Washington, residing at: "56 f My appointment expires: � Y off.•: 'a.1s 146. �. 5 State of Washington } } ss. County of King } I certify that I know or have satisfactory evidence that Paul W. Brendle, II, is the individual who personally appeared before me, and he acknowledged that he signed this instrument as his free and voluntary act for the uses and purposes mentioned in the instrument. `♦omen •• ��� t K0 D- = r_ �< c C j y: 4 ' p . Nota ublic in and fol2 the tate of = -+1.5 "'�. �r-= Was ington, residing at: - FA � . '22: My appointment expires: . / State of Washington } } ss. County of King } I certify that I know or have satisfactory evidence that JoAnne Brendle is the individual who personally appeared before me, and she acknowledged that she signed this instrument as her free and voluntary act for the uses and purposes mentioned i the instrument. tt ,.00see . -d' ,mtstei;•• 47_77; 41, s tir. o t Notary , 'ub is in and for the tate of A > "YY O: fn= Washington, residing at: --4k�/1 16 07:: •` My appointment expires: qAr4r •• *****,,9S•H,NG`,',♦.♦ State of Washington } } ss. County of King } I certify that I know or have satisfactory evidence that Cliff Howard is the individual who personally appeared before me, and he acknowledged that he signed this instrument as his free and voluntary act for the uses and purposes mentioned in the instrument. Dated: 'Jq-62-9.7 V�� oc�''--'Q''q-„1.., p� NotaryPublic in nd for t e State of Go TAp �, 'Z Washington, residing at: My appointment expires: R_ _ 99$ cn PUBLIC •.: 2U,, �C? • r.r State of Washington } } ss. County of King } I certify that I know or have satisfactory evidence that Ruth Howard is the individual who personally appeared before me, and she acknowledged that she signed this instrument as her free and voluntary act for the uses and purposes mentioned in the instrument. �tt��ti�uir L• �C .A4 Dated: bW -O12-917 NQTAf> NotaryPubli in461"nd for t e State of a.2„'•NPUL L1CWashington, residing at: • 1 ;0Ar My appointment expires: `!_ 0 /9 91c 20 ' /II,, State of Washington } } ss. County of King } I certify that I know or have satisfactory evidence that Fred Bahr is the individual who personally appeared before me, and he acknowledged that he signed this instrument as his free and volunt'rixtyc?r the uses and purposes mentioned in the instrument. `��� ss►on �.o'•% Dated: - 'y 17 NQTAR),• .2 �, PUBLIC Notary Public in and for the State of � Nt1• ,p �� 0� Washington, residing at: � �Fa••:.2 U, -,`���� My appointment expires: C11 / q T ,i►W i it\"\‘`,0‘ State of Washington } } ss. County of King } I certify that I know or have satisfactory evidence that Jamie L. Bahr is the individual who personally appeared before me, and she acknowledged that she signed this instrument as her free and voluntary act for the uses and purposes mentioned in the instrument. Dated: d'I- -q ' o;sson%SOS!, Notary Public n and •r the State of C�. �NQTARy^�� ' = Washington, residing at: —+-- = My appointment expires: _ D 9 0'•. , PUBLIC ,� z` 20 > � Io '3 n►WA1° g�,` 7 State of Washington } } ss. County of King } I certify that I know or have satisfactory evidence that 77 /- 5- ,P. S42/ is the individual who personally appeared before me, and he acknowledged that he signed instru ent and was authorized to execute the instrument and acknowledged it as the 11F5i/� 1'� of Plane Space Investments, Inc. to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dat- - �- 7 - /1 Notary Public in and for the State of Washington, residing at:676751-777--A- My ' '7z- My appointment expires: l -a'Y' 9r State of Washington } } ss. County of King } I certify that I know or have satisfactory evidence that Je9f E -1;4A/Vt 1 the individuals who personally appeared before e, and said individual acknowledged that signed this instrument, on oath stated that #i a authorized to execute the instrument and acknowledged it as the 1,1141.foA. of the City of Renton to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. • ated: ._ LikA F. .,,, y Notary ' bl in and for the State of Washington, residing at: K�i1/TD.✓ My appointment expires: /D 8