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Home My WebLink AboutLOI and Lease assignment AFF to CascadeLETFER OF INTENT Sparrow Tang "Sl' and Auburn Flight Service"AFS" enter into this Letter of Intent lbr the purchase of (i) the Auburn Flight Service (ARS) building located at 1725 ES.trect NE., .Auburn, Washington 9,9002, and, (ii) the ground lease between Auburn Flight Service and the City of Auburn, "IncludedAssets7'. The following terms shall be incorporated into a definitive Purchase Agreement between ST and AF& The purchase of the Auburn Flight Services fixed assets mognized to be the building and associated tenant improvements located at 1725 E Street NE Auburn, Washington 98002 and the ground lease between Auburn Flight Service and the City of Auburn (subject to assignment to 9f)- The purchase price shall be S375,000.00 USD, AFS building appraisal as required by the bank allowing for adequate lending • The ARS Buil.ding/Avsets.in consideration shall, concurrent uwqth the closing, be free and clear of all liens and encumbrances (except thosestipulated. in the Lease Agreement with the City of Auburn). a The successful negotiations with the City of Auburn revising the option for renewal term of the ground lease to 50 years. 0 The transfer of all applicable federal, state or local permits, licenses, leases affecting the sale of AFS assets a Building repairs to the extent to allow for bank lending shall be at AFS expense, All other repairs will be performed byST. Building repairs paid by AFS to be capped at $ 7500.00 unless otherwi-w agreed to by the Partic% 0 Fmm. the date of acceptance of terms until the Closing.,, AF-S shall preserve and maintain the AFS Assets in the same or better condition as exist Von the execution of thisLetter or Intent a ST shall riot assume any obligations or liabilities of AFS; including, but not limited to, any tax liabilities of AFS, any, obligations of AFS relating to., indebtednem, legal services, sales, income or other taxes imposed by reason of' the sale of Assets to ST, accounting servicesfimaiicial advisory services, or other profssional services performed in connection with the stile of AFS Assets to buyer, any wages or salaries or other obligations relating to the employment of any employee of Seller, or any environmental liabilities. Ma n 3 bwia days o eLcu am Of t_01 Sy sjW0 -posit 37e'% into the t e ntlu Cltrrshn . )--'T WnL DCPOWI shaH be refundable to j' should: iCity of Auburn not appmNoe a 5,0 year ww'germs. (i) the Bu ildirT not aWaisc, for a A-,alw necessam, josupporl a loan. ni:l ure of ST to obtain adequate financike, or, ONO for failure ofAP to comply with to nns of this LOI or the Purckww Agreement. • . Withir..3 buusim--:,s (kys of the execution of this LOI ST-s lending k shall furnish an expression offinancing interest (based can sufficient ding app M.Sal) to AFS • ArS and STagree to use commercially reasonable effions to execute this LOI lky April 24, 2015, a definitive Purchase ;%49wMCrat,by May 1, 2015, and to close the purchase at or within Chi days following the execution of t; Purchase Agreement. • At the time of closing T as Lessor, Ye I) leascThe.Building to Cascade Helicopter Semice , %U'ch ST is President. • This Letter or Intern and the Purchase Agreement shall be governed by the laws of the state. of Washington. The Parties agree that any dispute.,; arising, from this 1.01 or the Purchase Agreement shall be settled by binding arbitration. Auburn Flight Service, Inc. 33,517 :Pintail Stint 1725 I. St. NT NVoodlaml, CA 95695 Auburn, NVA9800-27 Page 1 of 4 AFTER RECORDING MAIL TO: Name: Sparrow Tang India Blatt Tang Address: 33517 Pintail Street City/State: Woodland, CA 95695 Stewart Tide Guaranty Co. /.SO�o 7." Zs7 t _,:/ III I III I 11111111111111111111111 20150717001046 ra'cru�,•• ,.•07/17/2015 MID Document Title(s): (or transactions contained ther-i-% t Assignment of Lease. -" ar9%d E2743794 Reference Number(s) of Related Dor�tments: 07✓17/2015 14:13 KING COUNTY, WA -Additional numbers on page of do %grt SALE a�s:00 .00 PAGE-001 OF 001 *OF11 Grantor(s): (Last name first, then first namOrd initials) 1) Auburn Flight Services, Inc. Grantee(s): (Last name first, then first name and initials} 1) Tang, India Blatt 2) Tang,parrEw 3) Cascade Airframe Repair, Inc. dba Cascade Helicopter Services Abbreviated Legal Description: Ptn J. Brannan DLC No. 38 in Sect. 7, Twp. 21N, Rng. 5EWM Assessor's Property Tax Parcel/Account Number(s): 000080-0011.00 Please Note: The Auditor/Recorder will rely on the information provided on this form. The staff will not read the document to verify the accuracy or completeness of the indexing information provided herein. "I am signing below and paying an additional $50 recording fee (as provided in RCW 36.18.010 and referred to as an emergency non-standard document), because this document does not meet margin and formatting requirements. Furthermore, I hereby understand that the recording process may cover up or otherwise obscure some part of the text of the original document as a result of this request." Signature of Requesting Parry Note to submitter: Do not sign above nor pay additional $50 fee if the document meets margin/formatting requirements. LPB 01 https://recordsearch.kingcounty.gov/LandmarkWeb//Document/... 6/ 17/2019 Page 2 of 4 ,ASSIGNMENT OF LEASE THIS ASSIGNMENT OF LEASE is effective the day of ) 2015 among Auburn Flight Services, Inc., a Washington corporation (Assignor), and India Tang and Sparrow Tang, President, Cascade Airframe Repair, Inc., a Washington corporation d/b/a Cascade Helicopter Services ("Assignee"). As used herein, the term "Lease" shall mean the Lease dated February 27,1978 and recorded under Icing County Recording No. 7806230483, demising certain real property, including improvements, ("Property') located in King County, Washington, more particularly described in Exhibit "A" attached hereto and incorporated herein, froq,& City of Auburn to Assignor as tenant, and any amendments or addendunts thereto. For good and valuable consideration,, the receipt and sufficiency of which are hereby acknowledged Assignor, and ere by agree as follows: 1. Assignor hereby assigns,ver and transfers to Assignee all of Assignor's right, title and intr5t as tenant under the Lease. 2. Assignee hereby assumes and agtesllwith Assignor and the City of Auburn to perform, fulfill, and obsee all the covenants, agreements, obligations and liabilities ofAssigno Oastenant under the Lease arising or accruing on and after the date hereof. __; , 3. Assignor hereby represents, warrant and�cavenant (i) that the Lease is in full force and effect and unmodified except as specified in herein; (ii) that Assignor is not in default under the Lease nor has any event occurred that would, with the giving of notice or the passage of time, or both, become a default or entitle Landlord to terminate the Lease; (iii) that the Premises are in similar condition as they were at the commencement of the Lease, except for ordinary wear and tear; (iv) that the Lease is not encumbered by any prior transfer, assignment, mortgage or other encumbrance attributable to Assignor; and (v) that the Assignor has full and lawful authority to assign the Lease to Assignee. 4. Assignor agrees to indemnify and hold Assignee harmless from and against all loss, cost, expense and damages, including reasonable attorney's fees, arising out of any act or omission by the Assignor as tenant under the Lease arising or accruing prior to the date hereof. Assignee agrees to indemnify and hold Assignor harmless from and against all loss, cost, expense and damages, including reasonable attorney's fees, arising out of any act of omission of Assignee as tenant under the Lease arising or accruing after the date hereof. https://recordsearch.kingcounty.gov/LandmarkWeb//Document/... 6/ 17/2019 Page 3 of 4 Assignor has obtained the approval of The City of Auburn to the assignment of the Lease to the Assignee as evidenced by Exhibit B: Lease Addendum V, Section 18) and agrees that on the date hereof Assignee shall become the tenant under the Lease. 6. Assignor hereby agrees that this Agreement shall not in any manner operate to release or relieve the Assignor from any or all of its obligations pursuant to the terms of the Lease arising out of any act of omission or Assignor as tenant arising or accruing prior to the hereof, but that from and after the date hereof Assignor is released from any payment or performance required by the terms of the Lease, and is otherwise relieved from responsibility to cure any default arising out of any act or omission of As ,nqe as tenant under the Lease. T,,P� EXECUTED in original count its as of the date first written above written. Assignor: Michael Kipp, President Auburn tght ' , c sd Assignee: Sparrow Tang, President Cascade Airframe Repair, Inc. d/b/a Cascade Helicopter Services Assignee: India Tang https://recordsearch.kingcounty.gov/LandmarkWeb//Document/... 6/ 17/2019 Page 4 of 4 5. Assignor has obtained the approval of The City of Auburn to the assignment of the Lease to the Assignee as evidenced by Exhibit B: Lease Addendum V, Section 1.8) and agrees that on the date hereof Assignee shall become the tenant under the Lease. 6. Assignor hereby agrees that this Agreement shall not in any manner operate to release or relieve the Assignor from any or all of its obligations pursuant to the terms of the Lease arising out of any act of omission or Assignor as tenant arising or accruing prior to the hereof, but that from and after the date hereof Assignor is released from any payment or performance required by the terms of the Lease, and is otherwise relieved from responsibility to cure any default arising out of any act or omission of Assignee=as tenant under the Lease. EXECUTED in original countt ! arts as of the date first written above written. Assignor: Michael Kopp, President Auburn Flight Service, Inc. �f Assignee: Sparrow Tang, President Cascade Airframe Repair, Inc. d/b/a Cascade Helicopter Services Assignee: India Tang https://recordsearch.kingeounty.gov/LandmarkWeb//Document/... 6/ 17/2019 Page 1 of 1 omission of Assignee as tenant under the Lease. EXECUTED in original counterparts as of the date first written above written. Assignor: Michael K pp, President Auburn ighC C. Assignee: Sparrow Tang, President Cascade Airframe Repair, Inc. d/b/a Cascade Helicopter Services � f E Assignee: India Tang10 o <o fi a. f; https://recordsearch.kingcounty.gov/LandmarkWeb//Document/... 6/ 17/2019