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HomeMy WebLinkAbout3181 RESOLUTION NO. 3 181 A RESOLUTION OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT TO AUTHORIZE AN ASSUMPTION OF LEASE BY AUBURN FLIGHT SERVICE FROM SKY SERVICES, A CERTIFICATE OF ESTOPPEL, AND A LANDLORD LIEN SUBORDINATION. THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREWITH RESOLVES AS FOLLOWS: WHEREAS, the City operates Auburn Municipal Airport for the benefit of the community, and WHEREAS, the City has entered into lease arrangements with individuals and firms providing aviation-related services and for which the income derived goes to support operation and improvements at the airport, and WHEREAS, in 1978, the City entered into a ground lease of 3.01 acres with Sky Services, to allow that firm to construct and operated a maintenance and repair facility, and WHEREAS, the lease continues to be in effect and acceptable subject to regularly scheduled reviews of rates, and WHEREAS, in February, 1999, the City Council authorized the sublease of the site to Auburn Flight Service to allow them to expand their operations at Auburn Municipal, and Resolution No. 3181 February 17, 2000 Page 1 WHEREAS, Auburn Flight Service has negotiated a purchase of the lease from Sky Services which will allow for the further growth of that firm at Auburn Municipal, Section 1. The Mayor and City Clerk of the City of Auburn, Washington are hereby authorized to approve an Assumption of Lease by Auburn Flight Service, a Certificate of Estoppel attached as Exhibit A", and the Landlord Lien Subordination attached as Exhibit "B". Section :~. The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. DATED and SIGNED this ,-~'day of February 2000. CITY OF AUBURN CHARLES A BOOTH MAYOR Resolution No. 3181 February 17, 2000 Page 2 ATTEST: Danielle E. Daskam, City Clerk APPROVED AS TO FORM: Michael J. Reynolds, City Attorney Resolution No. 3181 February 17, 2000 Page 3 ASSIGNMENT OF LEASE THIS ASSIGNMENT OF LEASE is dated as of the 1st day of June, 2000, among Sky Services, Inc., a Washington corporation ("Assignor"), Auburn Flight Services, Inc., a Washington corporation ("Assignee"), and The City of Auburn, a Washington municipal corporation (the "Landlord"). As used herein, the term "Lease" shall mean the Lease dated as of February 27, 1978, and recorded under King 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, from Landlord to Assignor as tenant, and any amendment or addendure thereto. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord, Assignor and Assignee hereby agree as follows: 1. Assignor hereby assigns, sets over and transfers to Assignee all of Assignor's right, title and interest as tenant under the Lease. 2. Assignee hereby assumes and agrees with Assignor and Landlord to perform, fulfill and observe all of the covenants, agreements, obligations and liabilities of Assignor as tenant under the Lease arising or accruing on and after the date hereof. 3. Assignor and Landlord hereby represent, warrant and covenant: (i) that the Lease is in full force and effect and tinmodified except as specified 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 the same 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 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 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 attoruey's fees, arising out of any act or omission by Assignee as tenant under the Lease arising or accruing after the date hereof. ASSIGNMENT OF LEASE -1- H:\Data2.M-Z\SKYSERVLAssignmentOfLease.doc 5. Landlord hereby consents to the assignment of the Lease to Assignee and agrees that on the date hereof Assignee shall become the tenant under the Lease. 6. Landlord and Assignor hereby agree that this Agreement shall not in any manner operate to release or relieve Assignor from any or all of its obligations pursuant to the terms of the Lease arising out of any act or omission of Assignor as tenant arising or accruing prior to the date 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 counterparts as of the date first above written. ASSIGNOR: ASSIGNEE: SKY SERVICES, INC. AUBURN FLIGHT SERVICES, INC. J E ARCIA President President LANDLORD: THE CITY OF AUBURN CHARLES A. BOOTH, MAYOR ~'AN~LLE E. DASh, CITY CLE~ -Notarial Acknowledgments Follow- ASSIGNMENT OF LEASE -2- C: \Data2. M-Z\SKYSERVXAssignmentOfLe, ase.doc STATE OF WASHINGTON ) COUNTY OF KING ) On this ~----~ day of June, 2000, before me a Notary Public in and for the State of Washington, personally appeared William Blackwood_to me known to be the President of Sky Services, Inc., a Washington corporation that executed the foregoing instrument, and acknowledged it to be the flee and voluntary act of said corporation, for the uses and purposes mentioned in this instrument, and on oath stated that they were authorized to execute said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. PUBLIC, in and for the State II I I i~O~:iii~~ STATE OF WASHrNGTON ) ) SS. COUNTY OF rING ) On this IZ.''cJ day of June, 2000, before me a Notary Public in and for the State of Washington, persoaa]]y appeared Jamclio R. Garcia, to me known to be the President of Auburn Right Services, Inc., a Washington corporation that executed the foregoing insl~'ument, and acknowledged it to be the free and voluntary act of said corporation, for the uses and purposes mentioned in this instrument, and on oath stated that they were authorized to execute said i~LsmLment. ~ ~ NOTARY PUBL~IC, in and for th~ State ASSIGNMENT OF LEASE -3- C: \Data2. M-Z\SKYSERV\A ssignmentOfi,~ase. doe STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this ~ day of June, 2000, before me a Notary Public in and for the State of Washington, personally appeared Charles A. Booth, Mayor, and Danielle E. Daskam, City Clerk, of the City of Auburn, a municipal corporation, that executed the foregoing instrument, and acknowledged it to be the free and voluntary act of said corporation, for the uses and purposes mentioned in this instrument, and on oath stated that he/she was/were authorized to execute said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above ~,~x.~x~h __..~a~ '~0h NOTARY PUBLIC, in and for the State ASSIGNMENT OF LEASE -4- C :\Data2. M-Z\SKYSERVXAssignmentOfLease. doc E,"~alBIT "A" THAT PORTION OF THE I. BRANNAN DONATION CLAIM NO..18 SITUATED IN SECTION 7, TOWNSHIP 21 NORTH, RANGE 5 EAST, W.M., DESCRIBED AS FOLLOWS: BEGINNING AT TIle NORTHEAST CORONER OF THE J. BIL. tNNAN DONATION CLAIM NO. 38; THENCE NORTH 88 DEGREES 49'52" WEST 430.0 i FEET; THENCE SOUTH 0 DEGREES 52'~j'' WEST 1320.42 FEET TO THE TRUE POINT OF BEGINNING: THENCE CONTINUING SOUTH 0 DEGREES 52'25" WEST 260.00 FEET; TRENCE NORTH 88 DEGR.F.,Fr, S 5Y43" WEST .LI0.00 FEET; THENCE NORTH 0 DEGREES 52'25" EAST 260.00 FEET; THENCE SOUTH 88 DEGREES ~3'43" EAST 5.10.00 FEET TO THE TRUE POINT OF BEGINNING: LESS THE EAST 2J FEET FOR STREET. SITUATE IN THE CITY OF AUBUPu",I. COUNTY OF KING, STATE OF WASHINGTON. Attachment A CERTIFICATE OF ESTOPPEL Whereas, the City of Auburn ("City") is Lessor under a Ground Lease of certain real property located in the City of Auburn at the Auburn Airport, described in the Ground " Lease which is Attachment 1 to this Certificate between the City of Auburn and Sky Services, Inc., and the City, being aware that Sky Services, Inc. desires to assign the said Ground Lease to Auburn Flight Service, Inc., CAFS") and the City being aware of the facts concerning the performance of Sky Services, Inc. of its obligations under the said Ground Lease, and the City knowing that AFS will rely on the City's statement whether or not a basis exists under the said Ground Lease for the City to terminate such lease, in AFS' impending purchase for valuable consideration of the hangar building that rests on the property that is subject to the Ground Lease, and intending to be bound, the City hereby represents and states that it is not aware of any amendments or changes to the Ground Lease that are not included in Attachment 1 and further that the said lease is in full force and effect and further that the City is not aware of any existing default by Sky Services, Inc., of its obligations under the Ground Lease that would serve as a basis for the City to terminate the said lease according to its terms, and the City does not intend any such termination based on the facts. The City further represents that it is not aware of any impediment to the assigrtment of the Ground Lease to AFS, subject to AFS' // // // Resolution No. 3181 Exhil:it A Page 1 compliance with terms of the City's written consent to such assignment. DATED thisold-d/day of F~braat~, 2000. CITY OF AUBURN CHARLES A. BOOTH MAYOR ATTEST: Danielle E. Daskam, City Clerk APPROVED AS TO FORM: Michael J.Reynolds, City Attorney Resolution No. 3181 Exhibit A Page 2