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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.
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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.
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(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
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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.
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n y 11 7o Washington, residing at:
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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.
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State of Washington }
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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.
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o t Notary , 'ub is in and for the tate of
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State of Washington }
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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
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TAp �, 'Z Washington, residing at:
My appointment expires: R_ _ 99$
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State of Washington }
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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.
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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
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State of Washington }
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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),•
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�, PUBLIC Notary Public in and for the State of
� Nt1• ,p �� 0� Washington, residing at:
� �Fa••:.2 U, -,`���� My appointment expires: C11 / q T
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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
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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
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Notary Public in and for the State of
Washington, residing at:676751-777--A-
My
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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.
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ated: ._ LikA
F.
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y
Notary ' bl in and for the State of
Washington, residing at: K�i1/TD.✓
My appointment expires: /D
8