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HomeMy WebLinkAboutAddendum - 91 ASSIGNMENT AND ASSUMPTION OF SUB GROUND LEASE THIS ASSIGNMENT AND ASSUMPTION OF SUB GROUND LEASE (this “Assignment”) is executed and delivered as of the 29th day of February, 2024 (the “Effective Date”), by Pro Flight Aviation, Inc., a Washington corporation (“Assignor”), to and in favor of RNT 750 LLC, a Delaware limited liability company (“Assignee”). Assignor and Assignee may be referred to as a “Party” or the “Parties”. WITNESSETH: WHEREAS, Assignor is the owner of that certain sub ground leasehold estate created by that Sublease Agreement dated on or about December 30, 2010 (as amended) (the “Sub Ground Lease”), a copy of which is attached hereto as Schedule 3, by and between the 540 Renton Hangar LLC, a Washington limited liability company as “Sublessor” (“540 Renton”), and Assignor, as the current “Sublessee” pertaining to the land described in Schedule 1 attached hereto (the “Sub Leased Premises”); and WHEREAS, the Sub Ground Lease is part of and subordinate to that certain master ground lease agreement between the City of Renton (“City”) as “Lessor” and 540 Renton as “Lessee” dated August 1, 1998 known as LAG 99-002, as amended by its Amendments: 1-04, 2-08, 3-09, 4-10, 5-13, 6-16, and 7- 18; (collectively referred to hereafter as the “LAG Lease”), pertaining to the land described in Schedule 2 attached hereto (the “LAG Lease Premises”). 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 Sub 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 LAG Lease and Sub Ground Lease, as applicable. 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 Sub Ground Lease and (ii) assumes all of Assignor’s duties, covenants, and obligations under the Sub Ground Lease to be performed by the Sublessee thereunder to the extent first arising or accruing on or after the Effective Date, TO HAVE AND TO HOLD Assignor’s interest in the Sub Ground Lease, together with all of Assignor’s right, title, and interest in and to the rights and appurtenances, including improvements, structures, fuel tanks, equipment 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 Sublessee’s obligations pursuant to the Sub 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 Sublessee’s obligations pursuant to the Sub Ground Lease which first arose prior to the Effective Date of this Assignment. LAG-99-002, Adden #9-24 2 4. Permitted Encumbrances. This Assignment is executed by Assignor and accepted by Assignee subject to those matters of title set forth on Schedule 4 attached hereto and incorporated herein by reference, but only to the extent the same do, in fact, exist and are applicable to the Sub Leased Premises (the “Permitted Encumbrances”). 5. City Consent; Estoppel; Recognition. 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 LAG Lease is in full force and effect, (B) there are no events of default existing under the LAG Lease by either 540 Renton 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 LAG Lease, and (D) the expiration date of the LAG Lease is July 31, 2028. The City further agrees that if the LAG Lease is terminated by the City prior to the natural expiration date of the LAG Lease the City will recognize the Sub Ground Lease as a direct agreement between City and Assignee until July 31, 2028 for the duration of the LAG Lease Term, subject to Assignee remaining in compliance with the Sub Ground Lease and negotiating in good faith with the City for a new lease agreement. 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 Sub Ground Lease. The Parties agree to execute any further assignment or other form required by the City to evidence the assignment of the 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. 6. 540 Renton Consent and Estoppel. Pursuant to its signature below, 540 Renton hereby (i) consents to this Assignment, and (ii) represents and warrants to Assignee that as of the Effective Date (A) the Sub Ground Lease is in full force and effect, (B) there are no events of default existing under the Sub Ground Lease by either Assignor or 540 Renton, (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 Sub Ground Lease, (D) the security deposit held by 540 Renton under the Sub Ground Lease equals $0.00, (E) the expiration date of the Sub Ground Lease is July 31, 2028, and (F) the monthly rent under the Sub Ground Lease as of the Effective Date is $634.00. This Assignment shall not be effective or applicable to either Party until 540 Renton has consented below in writing to the assignment and assumption of the Sub Ground Lease. 7. Governing Law. This Assignment shall be governed by the internal laws of the State of Washington, without regarding to any conflicts of law analysis. 8. 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. 9. Exhibits and Schedules. All exhibits and schedules referenced in this Assignment are incorporated herein by reference. 10. 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] 4 ASSIGNEE: RNT 750 LLC By: Name: Its: STATE OF WASHINGTON ) ) ss. COUNTY OF ) On this __ day of , 2024, before me personally appeared , to me known to be the of , the company that executed the within and foregoing instrument, acknowledged said instrument to be the free and voluntary act of said corporation, for the uses and purposes therein mentioned, and on oath stated he/she was authorized to execute said instrument for said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public for the State of Washington My Commission expires: Printed Name: Jonathan*M.*Wenrich Manager XXXXXXXXXXX Florida Miami-Dade 29th January Jonathan*Michael*Wenrich Manager RNT*750*LLC Notarized*online*using*audio-video*communication XXXXXXXX Florida 07/31/2027 Carola*Villamizar CITY: CITY OF RENTON STATE OF WASHINGTON ) ) ss. COUNTY OF t<.t If%= )Jason A. Seth, City Clerk On thisl.'i--aay of F::e.bHM.>:C{ , 2024, before me yrsonally avpeared AmondP fa,'tact, to meknown to be the &/ti ,p-{ of C I q (' £ &, n Ion , the company that executed the within and foregoing instrument, acknowledgeo said instrument to be the free and voluntary act of said corporation, for the uses and purposes therein mentioned, and on oath stated he/she was authorized to execute said instrument for said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. or the State of Washington My mm1ss10n e.1(.pires: 2 -/ q -ZS-Printed Name: J4 Sf'> c1 t1, S° e f:h 5 Schedule 1 to Assignment and Assumption of Ground Lease Schedule 1 SUB LEASED PREMISES Schedule 2 to Assignment and Assumption of Ground Lease Schedule 2 LAG LEASE PREMISES Schedule 3 to Assignment and Assumption of Ground Lease Schedule 3 Sub Ground Lease ASSIGNEE ACKNOWLEDGES SEPARATE RECEIPT OF SUB GROUND LEASE _______ (Initials) EPARATEEEEEEEEEEEEEEEEEEEEEEEEEEEE RECEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE Schedule 4 to Assignment and Assumption of Ground Lease Schedule 4 Permitted Encumbrances Permitted Encumbrances shall include only those matters of public record applicable to the land upon which the Hangar Improvements are located as set forth in that certain Proforma ALTA Owner’s Policy of Title Insurance dated January 25, 2024 issued to RNT 750 LLC under File No. 230002000945, or such final ALTA Owner’s Policy issued by Stewart Title Guaranty Company under the same file number.