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HomeMy WebLinkAboutContracts & Agreements_245-2005SUBORDINATION, ATTORNMENT AND NON -DISTURBANCE AGREEMENT THIS SUBORDINATION, ATTORNMENT AND NON -DISTURBANCE AGREEMENT ("Agreement") is entered into as of Jan tis4N 5 , 200(to the ("Effective Date") by and between IXIS REAL ESTATE CAWITAL INC , a New York corporation (the "Mortgagee") and CITY OF REDLANDS (hereinafter, collectively the "Tenant"), with reference to the following facts 1 Orange Street Plaza, LLC, a California limited liability company, whose address is 16055 Ventura Blvd , Ste 725, Encino, CA 91436 (the "Landlord") owns fee simple title or a leasehold interest in the real property described in Exhibit "A" attached hereto (the "Property") 2 Mortgagee [has made] [intends to make] a loan to Landlord in the original principal amount of fruri,r-c+i1.1it( -1' St„e,,,p Dollars ($ 14700,c0 moo) (the "Loan") i vutreS-T.ou.itanD 3 To secure the Loan, Landlord [has encumbered] [intends to encumber] [all] [a certain portion of] the Property by entering into that certain Mortgage [to be] dated Janmci.�^--yy 5 7ilja. in favor of Mortgagee (as amended, increased, renewed, extended, spread, consoliMed, severed, restated, or otherwise changed from time to time, the "Mortgage") to be recorded in the [Recorder of Deeds' Office] in and for the County of San Bernardino, State of California 4 Pursuant to the Lease effective December 2, 2003 (the "Lease"), Landlord demised to Tenant [all] [a portion] of the Property consisting of the following (the "Leased Premises") 406-2-C North Orange St , Redlands, CA 92374 5 Tenant and Mortgagee desire to agree upon the relative pnorities of their interests in the Property and their rights and obligations if certain events occur NOW, THEREFORE, for good and sufficient consideration, Tenant and Mortgagee agree 1 Definitions The following terms shall have the following meanings for purposes of this Agreement (a) Foreclosure Event A "Foreclosure Event" means (i) foreclosure under the Mortgage, (ii) any other exercise by Mortgagee of nghts and remedies (whether under the Mortgage or under applicable law, including bankruptcy law) as holder of the Loan and/or the Mortgage, as a result of which a Successor Landlord becomes owner of the Property, or (in) delivery by Landlord to Mortgagee (or its designee or nominee) of a deed or other conveyance of Landlord's interest in the Property in lieu of any of the foregoing (b) Former Landlord A "Former Landlord" means Landlord and any other party that was landlord under the Lease at any time before the occurrence of any attornment under this Agreement CLTLIB01 795496.1 (c) Offset Right An "Offset Right" means any right or alleged right of Tenant to any offset, defense (othei than one arising from actual payment and performance, which payment and performance would bind a Successoi Landlord pursuant to this Agreement), claim, counterclaim, reduction, deduction, or abatement against Tenant's payment of Rent or performance of Tenant's othei obligations under the Lease, arising (whether undei the Lease 01 undei applicable law) from Landlord's breach or default under the Lease (d) Rent The "Rent" means any fixed rent, base rent or additional rent undei the Lease (e) Successor Landlord A "Successor Landlord" means any party that becomes owner of the Pioperty as the result of a Foreclosure Event (f) Other Capitalized Terns If the initial letter of any other term used in this Agreement is capitalized and no separate definition is contained in this Agreement, then such term shall have the same respective definition as set forth in the Lease 2 Subordination The Lease shall be and shall at all times remain, subject and subordinate to the terms of the Mortgage, the lien imposed by the Mortgage, and all advances made undei the Mortgage 3 Nonclisturbance, Recognition and Attornment (a) No Exercise ofMortgaRe Remedies Against Tenant So long as the Tenant is not in default under the Lease beyond any applicable grace or cure periods (an "Event of Default"), Mortgagee shall not name 01 join Tenant as a defendant in any exercise of Mortgagee's rights and remedies arising upon a default under the Mortgage unless apphcable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or prosecuting such rights and remedies In the latter case, Mortgagee may join Tenant as a defendant in such action only for such purpose and not to terminate the Lease 01 otherwise adversely affect Tenant's rights under the Lease or this Agreement in such action (b) Nondisturbance and Attornment If an Event of Default by Tenant is not then continuing, then, when Successoi Landlord takes title to the Property (i) Successoi Landlord shall not terminate or disturb Tenant's possession of the Leased Premises under the Lease, except in accordance with the terms of the Lease and this Agreement, (n) Successor Landlord shall be bound to Tenant under all the terms and conditions of the Lease (except as provided in this Agreement), (nni) Tenant shall recognize and attom to Successor Landlord as Tenant's direct landlord undei the Lease as affected by this Agreement, and (iv) the Lease shall continue in full force and effect as a direct lease, in accordance with its terms (except as provided in this Agreement), between Successor Landlord and Tenant Tenant acknowledges notice of the Mortgage and assignment of rents, leases and profits from the Landlord to the Mortgagee Tenant agrees to continue making payments of rents and other amounts owed by Tenant under the Lease to the Landlord and to otherwise recognize the rights of Landlord under the Lease until notified otherwise in writing by the Mortgagee (as provided in the Mortgage), and after receipt of such notice the Tenant agrees thereafter to make all such payments to the Mortgagee, without any further inquiry on the part of the Tenant, and Landlord consents to the foregoing CLTLI 901 795496 1 (c) Further Documentation The provisions of this Article 3 shall be effective and self -operative without any need for Successor Landlord or Tenant to execute any further documents Tenant and Successor Landlord shall, however, confirm the provisions of this Article 3 in writing upon request by eithei of them within ten (10) days of such request 4 Protection of Successor Landlord Notwithstanding anything to the contrary in the Lease oi the Mortgage, Successor Landloid shall not be liable for or bound by any of the following matters (a) Claims Against Former Landlord Any Offset Right that Tenant may have against any Former Landlord relating to any event 01 occurrence before the date of attornment, including any claim foi damages of any kind whatsoevei as the result of any breach by Formei Landlord that occurred before the date of attornment (b) Prepayments Any payment of Rent that Tenant may have made to Former Landlord more than thirty (30) days before the date such Rent was first due and payable under the Lease with respect to any period aftei the date of attornment other than, and only to the extent that, the Lease expressly required such a prepayment (c) Payment, Security Deposit Any obligation (i) to pay Tenant any sum(s) that any Formei Landloid owed to Tenant unless such sums, if any, shall have been delivered to Mortgagee by way of an assumption of escrow accounts or otherwise, (n) with respect to any security deposited with Formes Landloid, unless such security was actually delivered to Mortgagee, (iii) to commence 01 complete any initial construction of improvements in the Leased Premises or any expansion or rehabilitation of existing improvements thereon, (iv) to reconstruct or repair improvements following a fire, casualty or condemnation, of (v) to perform day-to-day maintenance and repairs (d) Modification, Amendment or Waiver Any modification or amendment of the Lease, of any waiver of the terms of the Lease, made without Mortgagee's written consent (e) Surrender, Etc Any consensual or negotiated surrendei, cancellation, 01 termination of the Lease, in whole or in part, agreed upon between Landlord and Tenant, unless effected unilaterally by Tenant pursuant to the express terms of the Lease 5 Exculpation of Successor Landlord Notwithstanding anything to the contiary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, the Lease shall be deemed to have been automatically amended to provide that Successoi Landlord's obligations and liability undei the Lease shall neves extend beyond Successoi Landlord's (01 its successors' 01 assigns') interest, if any, in the Leased Premises from time to time, including insurance and condemnation proceeds, security deposits, escrows, Successor Landlord's interest in the Lease, and the proceeds from any sale, lease 01 othei disposition of the Property (or any portion thereof) by Successor Landlord (collectively, the "Successor Landlord's Interest") Tenant shall look exclusively to Successor Landloid's Interest (or that of its successors and assigns) foi payment or dischaige of any obligations of Successor Landlord under the Lease as affected by this Agreement If Tenant obtains any money judgment against Successoi Landlord with respect to the Lease oi the relationship between Successoi Landlord and Tenant, then Tenant shall look CLILIBD1 795486 1 solely to Successor Landlord's Interest (oi that of its successors and assigns) to collect such judgment Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successoi Landlord 6 Nonce to Mortgagee and Raght to Cure Tenant shall notify Mortgagee of any default by Landlord under the Lease and agrees that, notwithstanding any provisions of the Lease to the contrary, no notice of cancellation thereof oi of an abatement shall be effective unless Mortgagee shall have received notice of default giving rise to such cancellation or abatement and (i) m the case of any such default that can be cured by the payment of money, until forty-five (45) days shall have elapsed following the giving of such notice or (ii) in the case of any other such default, until a reasonable period for remedying such default shall have elapsed following the giving of such notice and following the time when Mortgagee shall have become entitled under the Mortgage to remedy the same, including such time as may be necessary to acquire possession of the Property if possession is necessary to effect such cure, provided Mortgagee, with reasonable diligence, shall (a) pursue such remedies as are available to it undet the Mortgage so as to be able to remedy the default, and (b) thereaftei shall have commenced and continued to remedy such default or cause the same to be remedied, but in no event shall such period of time exceed one hundred twenty (120) days Notwithstanding the foregoing, Mortgagee shall have no obligation to cure any such default 7 Miscellaneous (a) Notaces Any notice 01 request given or demand made under this Agreement by one party to the other shall be in writing, and may be given of be served by hand delivered personal service, 01 by depositing the same with a reliable overnight courier service of by deposit in the United States mail, postpaid, registered or certified mail, and addressed to the party to be notified, with return receipt requested or by telefax transmission, with the original machine- generated transmit confirmation report as evidence of transmission Notice deposited in the mail in the manner hereinabove described shall be effective from and aftei the expiration of three (3) days aftei it is so deposited, however, delivery by overnight couriei service shall be deemed effective on the next succeeding business day after it is so deposited and notice by personal service or telefax transmission shall be deemed effective when delivered to its addressee or within two (2) hours after its transmission unless given after 3 00 p m on a business day, in which case it shall be deemed effective at 9 00 a m on the next business day For purposes of notice, the addresses and telefax number of the parties shall, until changed as herein provided, be as follows If to the Mortgagee, at IXIS Real Estate Capital Inc 9 West 57th Street If to the Tenant, at CLTLIB01 795498 1 New York, New Yolk 10019 Attn TeIecopy No () Attn Telecopy No O (b) Successors and Assigns This Agreement shall bind and benefit the parties, their successors and assigns, any Successor Landlord, and its successors and assigns If Mortgagee assigns the Mortgage, then upon delivery to Tenant of written notice thereof accompanied by the assignee's written assumption of all obligations undei this Agreement, all liability of the assignoi shall terminate If Tenant consists of more than one person or entity, the representations, warranties, covenants and obligations of such persons and entities hereundei shall be point and several A separate action may be brought or prosecuted against any such person or entity comprising Tenant, regardless of whether the action is brought or prosecuted against the other persons or entities comprising Tenant, or whethei such persons or entities are joined in the action Mortgagee may compromise or settle with any one or more of the persons or entities comprising Tenant for such sums, if any, as it may see fit and may in its discretion release any one or more of such persons 01 entities from any further liability to Mortgagee without impairing, affecting 01 releasing the right of Mortgagee to proceed against any one 01 more of the persons or entities not so released (c) Entire Agreement This Agreement constitutes the entire agreement between Mortgagee and Tenant regarding the subordination of the Lease to the Mortgage and the nghts and obligations of Tenant and Mortgagee as to the subject matter of this Agreement (d) Interaction with Lease and with Mortgage If this Agreement conflicts with the Lease, then this Agreement shall govern as between the parties and any Successor Landlord, including upon any attornment pursuant to this Agreement This Agreement supersedes, and constitutes full compliance with, any provisions in the Lease that provide foi subordination of the Lease to, or foi delivery of nondisturbance agreements by the holder of, the Mortgage (e) Mortgagee's Rights and Obligations Except as expressly provided foi in this Agreement, Mortgagee shall have no obligations to Tenant with respect to the Lease If an attornment occurs pursuant to this Agreement, then all rights and obligations of Mortgagee under this Agreement shall terminate, without thereby affecting in any way the rights and obligations of Successor Landlord provided for in this Agreement (f) Interpretation, Governing Law The interpretation, validity and enforcement of this Agreement shall be governed by and construed under the internal laws of the State in which the Leased Premises are located, excluding such State's principles of conflict of Iaws (g) Amendments This Agreement may be amended, dischaiged or terminated, or any of its provisions waived, only by a written instrument executed by the party to be charged (h) Due Authorization Tenant represents to Mortgagee that it has full authority to enter into this Agreement, which has been duly authorized by all necessary actions CLTLIBO1 795496 1 Mortgagee represents to Tenant that it has full authority to enter into this Agreement, which has been duly authonzed by all necessary actions (i) Execution This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument [THIS SPACE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the Mortgagee and Tenant have caused this Agreement to be executed as of the date first above written ATTEST Name R igh Nuckols Title A alyst CLTUB01 7954951 MORTGAGEE IXIS ' y i ESTATE CAPITAL, INC By ame Title TENANT A11f DgEW I LEV !N -E DIKEC Of CITY OF REDLANDS • By C 23.2't/Jt Name Jon Harrison Titl Mayor, City of Redlands ATTEST By Nam Lorne Title City Cl k LANDLORD'S CONSENT Landlord consents and agrees to the foregoing Agreement, which was entered into at Landlord's request The foregoing Agreement shall not alter, waive or diminish any of Landlord's obligations under the Mortgage or the Lease The above Agreement discharges any obligations of Mortgagee under the Mortgage and related loan documents to enter into a nondisturbance agreement with Tenant Landlord is not a party to the above Agreement ORANGE STREET PLAZA, LLC By Dated 11(10 1e s CLTLIBOI 795496 1 ame Raym tle• Managi nd Armand g Member, NNMR, LLC MORTGAGEE'S ACKNOWLEDGMENT STATE OF „.ts Slack COUNTY OF i~10 (k_ State SS On this, ed � then ay of )\j0,14,,,,,b.cif--,e-2.00‘ of �,�s`e.�Gt appear ,a o r„�� t .� , and that he/she, being authorized to do so, executed the foregoing ins ment for the purposes therein contained by signing the name of the Q(' ice v— by himself/herself as such officer I certify that 1 am not an officer or director of the above-named bank, banking institution or trust company [Strike ifrnapplrcablel � , before me a Notary Public in and for the , the undersigned officer, personally , who acknowledged himself/herself to be a I)1'J - -- of D(a In witness whereof, I hereunto set my hand official s My Commission Expires , 200_ CLTLI B01 795496.1 Notary ' ub RYAN HEIBERG Notary Public, State of New York No 01HE6117945 Qualified in New York County Commission Expires November 1, 20 [SEAL] ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) SS CITY OF REDLANDS ) By the authority granted under Chapter 4, Article 3, Section 1181, of the Cahforma Civil Code, and Chapter 2, Division 3, Section 40814, of the California Government Code, on December 6, 2005, before me, Teresa Ballinger, Assistant City Clerk, on behalf of Lome Poyzer, City Clerk of the City of Redlands, California, personally appeared Jon Harrison and Lome Poyzer { X} personally known to me - or - { } proved to me on the basis of satisfactory evidence to be the persons whose names) are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument RED4q • a ? . o PORATFO N - • ti * ': 1888 :• • C4II; F O � WITNESS my hand and official seal LORRIE POYZER, CITY CLERK By w� e� Teresa Ballinger, Assistant City Clerk (909)798-7531 r..rrvrvrvrvr..+rvrvrvrvrvrvrvrvrvrvrvrvrvrvrvrvrvrvrvr�.+rvr�'v'vrvvrvr..+rvrvr� ry rvrvr�ry rr..�v CAPACITY CLAIMED BY SIGNER(S) Individual(s) signing for oneself/themselves Corporate Officer(s) Title(s) Company Partner(s) Partnership Attorney -In -Fact Principals) Trustee(s) Trust Other Title(s) Mayor and City Clerk Entity Represented City of Redlands, a municipal corporation I`+/�J/VI�Jr �Jr�/l�lrlJI�JNNr1JNi `/f�Ji �JNfVrVfVrVi1/i1�rV11/f1�N��J�JI�INf`Ii1Il�Ii1Ii1Ii1lNP'ti/nJN/rJ/`�IV THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW Title or Type of Document Subordination, Attornment and Non -Disturbance Agreement Date of Document December 6, 2005 Signer(s) Other Than Named Above Ixis Real Estate Capital, Inc , Andrew B. Levine, Director LIST OF EXHIBITS If any exhibit is not attached hereto at the time of execution of this Agreement, it may thereafter be attached by written agreement of the parties, evidenced by initialing said exhibit PARCEL A PARCELS 2 INCLUSIVE COUNTY OF RECORDED INCLUSIVE, Exhibit "A" - Legal Description of the Land THROUGH 5, INCLUSIVE AND PARCELS 7 OF PARCEL MAP NO 12022, IN THE CITY SAN BERNARDINO, STATE OF CALIFORNIA, IN BOOK 143 OF MAPS, PAGES 30 RECOFDS OF SAID COUNTY THROUGH 11, OF REDLANDS, AS PER PLAT THROUGH 32, EXCEPTING THEREFROM ALL CIL, HYDROCARBCN SUBSTANCES AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN 5OO FEET BELOW THE SURFACE OF SAID LAND, TCGETHER WITH THE RIGHT TO DRILL INTO, THROUGH AND TO USE AND OCCUPY ALL PARTS OF SAID LAND LYING MORE THAN 500 FEET BELOK THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PPODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID LANDS BUT WITHOUT, HOWEVER, THE RIGHT TO USE EITHER THE SURFACE OF SAID LAND OR ANY PORTION OF SAID LAND WITHIN 500 FEET OF THE SURFACE FOR ANY PURPOSES WHATSOEVER, AS RESERVED BY KENNETH EARL ADAY AND PAMELA MARIE ADAY, BY DEED RECORDED DECEMBER 31, 1986 AS INSTPUMENT NO 36-402414, OFFICIAL RECORDS ALSO EXCEPTING THEREFROM ALL OIL, HYDROCARBON SUBSTANCES AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN 5000 FEET BELOW THE SURFACE OF SAID LAND, TOGETHER KITH THE RIGHT TO DRILL INTO, THROUGH AND TO USE AND OCCUPY ALL PARTS OF SAID LAND LYING MORE THAN 5O0 FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE ExPLORATION FOR AND PRODUCTIDON OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID LANDS BUT WITHOUT, HOWEVER, THE RIGHT TO USE EITHER THE SURFACE OF SAID LAND OR ANY PORTION OF SAID LAND WITHIN 500 FEET OF THE SURFACE FOR ANY PUPPOSES iTHATSOEVER, AS RESERVED BY EMMA RUTH JUDKITTS, BY DEED RECORDED DECEMBER 31, 1986 As INSTRUMENT NO . 56 -402417 X2417 , OFFICIAL RECORDS CLTLI001 795496 1 ALSO Ex±CEPTING THEREFROM ALL OIL, HYDROCARBON SUBSTANCES AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN 50O FEET BELOW THE SURFACE OF SAID LAND, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH AND TO USE AND OCCUPY ALL PARTS OF SAID LAND LYING MORE THAN 500 FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID LANDS BUT WITHOUT, HOWEVER, THE RIGHT TO USE EITHER THE SURFACE OF SAID LAND OR ANY PORTION OF SAID LAND WITHIN 500 FEET OF THE SURFACE FOR ANY PURPOSES WHATSOEVER, AS RESERVED BY JCHN I4I NABER, Bk DEED RECORDED DECEMBER 31, 19BG AS INSTRUMENT NO 815-402418, OFFICIAL RECORDS ALSO EXCEPTING THEREFROM ALL OIL, HYDROCARBON SUBSTANCES AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN 500 FEET BELOW THE SURFACE OF SAID LAND, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH AND TO USE AND OCCUPY ALL PARTS OF SAID LAND LYING MORE THAN 500 FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR IMIINERALS FROM SAID LANDS BUT WITHOUT, HOWEVER, THE RIGHT TO USE EITHER THE SURFACE OF SAID LAND OR ANY PORTION OF SAID LAND WITHIN 500 FEET OF THE SURFACE FOR ANY PURPOSES WHATSOEVER, AS RESERVED BY TRINI A LOPEZ, BY DEED RECORDED APRIL 20, 1987 AS INSTRUMENT NO 87-127483, OFFICIAL RECORDS ALSO EXCEPTING THEREFROM ALL OIL, HYDROCARBON SUBSTANCES AND MINERALS OF EVERY KIND AMID CHARACTER LYING MORE THAN 500 FEET BELOW THE SURFACE OF SAID LAND, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH AND TO USE AND OCCUPY ALL PARTS OF SAID LAND LYING MORE THAN 500 FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID LANDS BUT WITHOUT, HOWEVER, THE RIGHT TO USE EITHER THE SURFACE OF SAID LAND OR ANY PORTION OF SAID LAND WITHIN 500 FEET OF THE SURFACE FOR ANY PURPOSES WHATSOEVER, AS RESERVED BY JAMES F. VERSTEEG, SR AND MARTHA J VERSTEEG, BY DEED RECORDED MAY 11, 1987 AS INSTRUMENT NO 87-155145, OFFICIAL RECORDS PARCEL B A NONEXCLUSIVE EASEMENT FOR INGRESS AND EGRESS BY VEHICULAR AND PEDESTRIAN TRAFFIC AND VEHICULAR PARKING UPON, OVER AND ACROSS THAT PORTION OF THE COMMON AREA, OVER AND ACROSS THE FOLLOWING DESCRIBED PROPERTY PARCELS 1 THROUGH 11, INCLUSIVE OF PARCEL MAP NO. 12022, IN THE CITY OF REDLAND.S, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 143 OF PARCEL MAPS, PAGES 30 THROUGH 32, INCLUSIVE, RECORDS OF SAID COUNTY EXCEPTING THEFEFROM THOSE AREAS DEVOTED TO SERVICES FACILITIES ALSO EXCEPTING THEREFROM ANY PORTION THEREOF LYING WITHIN PARCEL A DESCRIBED HEREIN CLTLI801 795496 1 EXHIBIT E Forms of Estoppel Certificate and SNDA TENANT ESTOPPEL CERTIFICATE TO. IXIS Real Estate Capital Inc and its successors and assigns (collectively, the "Lender") RE: Premises known as and located at 406-2-C North Orange Street, Redlands, CA 92374 (the "Building") The undersigned, City of Redlands ("Tenant"), does hereby certify to the Lendei as follows 1 Tenant is the tenant under that certain lease dated January 16, 1989 between Tenant and Orange Street Plaza, LLC, as landlord ("Landlord"), as amended, modified or supplemented by N/A leasing a portion of the Building (the "Premises") as more particularly described in the said lease Said lease, as so amended, modified or supplemented, is hereinafter referred to as the "Lease" 2 The Lease is in full force and effect and, except as set forth above, has not been amended, modified or supplemented 3 The Lease represents the entire agreement between Tenant and Landlord with respect to the leasing and occupancy of the Premises, and there are no other agreements or representations of any kind between Landlord and Tenant with respect thereto Without limiting the foregoing, Tenant does not have any rights of first refusal foi additional space, options to increase 01 relocate its space 01 options to purchase the Premises or any interest therein 4 All obligations of Landlord to be performed or complied with by Landlord through the date hereof have been fully performed and complied with including, without limitation, any obligations of Landlord to prepare the Premises for Tenant's occupancy, and there exists no default or condition, state of facts or event that, with the passing of time 01 the giving of notice, or both, would constitute a default by Landlord in the performance of its obligations under the Lease 5 All obligations of Tenant to be peiformed or complied with by Tenant through the date hereof have been fully peiformed and complied with and there exists no default or condition, state of facts or event that, with the passing of time or the giving of notice, 01 both, would constitute a default by Tenant in the performance of its obligations under the Lease 6 The term of the Lease commenced on December 2, 2003, and shall expire on December 1, 2008, unless soonei terminated in accordance with the terms of the Lease Tenant has no rights to extend the term of the Lease except as set forth below CLTLIB01 795496 1 7 The current rent under the Lease is $2 696 88 per month and has been paid for the period through 11 30 05 [The aggregate amount of percentage rent in the amount of $ N/A has been paid for the twelve month period ending N/A ] All additional [and/or percentage rent] and other charges have been paid for the current periods 8 There are no existing offsets or defenses by Tenant to the payment of rent and other charges payable by Tenant or otherwise to the enforcement by Landlord of the Lease 9 No security deposit or other secunty has been given to Landlord under the Lease except as follows $0 00 10 There is no remaining free rent penod or any unexpired concession in or abatement of rent 11 Tenant is in sole possession of the Premises and has not assigned, sublet, pledged, mortgaged, transferred or otherwise conveyed all or any portion of its interest in the Premises or the Lease 12 There are no actions, whether voluntary or otherwise, pending against Tenant under the bankruptcy or insolvency laws of the United States or of any state or territory of the United States 13 Tenant understands and acknowledges that this certificate is delivered to, and shall be relied on by, the Lender in connection with an extension of a loan fmancmg the Landlord's interest in the Building and the land on which it stands (the "Mortgaged Property") 14 Tenant agrees to promptly provide the Lender at its offices at 9 West 57th Street, New York, New York 10019, Attention Barry Funt, with copies of any notices of default given by or received by Tenant with respect to the Lease and/or the Premises Dated December 6 , 200 5 Dated December 6 , 200 5 CLTLIB01 795496 1 CITY OF REDLANDS By 1 sr1/!/ 1 N. e Jon Harrison T e Mayor AT EST Nameirrie Poy Title / City Clerk ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) SS CITY OF REDLANDS ) By the authonty granted under Chapter 4, Article 3, Section 1181, of the California Civil Code, and Chapter 2, Division 3, Section 40814, of the California Government Code, on December 6, 2005, before me, Teresa Ballinger, Assistant City Clerk, on behalf of Lome Poyzer, City Clerk of the City of Redlands, California, personally appeared Jon Harrison and Lome Poyzer { X} personally known to me - or - { } proved to me on the basis of satisfactory evidence to be the persons whose names) are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument, WITNESS my hand and official seal LORRIE POYZER, CITY CLERK By Teresa Ballinger, Assistant City Clerk (909)798-7531 /�+I`�/`+/�J�1Jl'�!A!r'�!r'�I!`I!`�NNi1�Ni1lillrVIIJIVfVIV IV/V1V/t//VfVfV/t�f��fVNN!"�JP"�Jrrll"r/P'r!P'r/N�1J!'�JF�/ CAPACITY CLAIMED BY SIGNER(S) Individual(s) signing for oneself/themselves Corporate Officer(s) Title(s) Company Partner(s) Partnership Attorney -In -Fact Pnncipal(s) Trustee(s) Trust Other Title(s)' Mayor and City Clerk Entity Represented City of Redlands, a municipal corporation THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW Title or Type of Document. Tenant Estoppel Certificate Date of Document December 6, 2005 Signer(s) Other Than Named Above None FY { OPHIR MANAGEMENT SERVICES November 10, 2005 Redlands Police -Substation P O. Box 3005 Redlands, Ca 92373 Re• Tenant Estoppel Certificate City Of Redlands Please find the attached Tenant Estoppel Certificate and SNDA agreements for your store in Redlands located at 406-2-C N Orange Street, Redlands, CA 92374 Please review and execute the following documents, have them NOTARIZED and kindly send them back un. the enclosed self addressed envelope Should you have any questions regarding the specifics of such documents, please do not hesitate to call Marissa Rodriguez with Commercial Realty Consultants, Inc at 818-222- 2800 ext 244 Sincerely, OPHIR MANAGEMENT SERVICES Allyson Wojdakowski cc Marissa Rodriguez 16935 Vanowen St . Ste 203, Lake Balboa CA 91406 Tel• (818) 708-0888 Fax (818) 708-0130 Email eri' onhirrrmat rnm Funds - Bulletproof Vest Partnership Program - On motion of Councilmember Gilbreath, seconded by Councilmember Peppier, the City Council unanimously accepted a grant from the Department of Justice and Bureau of Justice Assistance and approved the request for an additional appropriation in the amount of $7,875 76 to fund the purchase of bulletproof vests Police Substation Agreement - On motion of Councilmember Gilbreath, seconded by Councilmember Peppier, the City Council unanimously approved the tenant estoppels certificate and subordination, attornment and non -disturbance agreement with IXIS Real Estate Capital, Inc for the downtown police substation on Orange Street and authorized the Mayor to execute, and the City Clerk to attest to, the document on behalf of the City Independent Contractor Agreement - Marie Murphy - On motion of Councilmember Gilbreath, seconded by Councilmember Peppier, the City Council unanimously approved an independent contractor agreement with Marie Murphy for Spanish dance lessons for the Recreation Bureau and authorized the Mayor to execute, and the City Clerk to attest to, the document on behalf of the City Bid Award - CVP Van - On motion of Councilmember Gilbreath, seconded by CounciImember Peppier, the City Council unanimously approved award of a bid to Shaver Auto Center for the purchase of one 2006 Chrysler Town and Country van for the amount of $18,561 63 to be used by the Citizen Volunteer Patrol program Funding for this vehicle is from the CVP donation account Independent Contractor Agreement - DASH - On motion of Councilmember Gilbreath, seconded by Councilmember Peppier, the City Council unanimously approved an independent contractor agreement with Developing Aging Solutions with Heart, Inc (DASH) and authorized the Mayor to execute, and the City Clerk to attest to, the document on behalf of the City COMMUNICATIONS Greenhouse Gas Emission Reduction Targets - Councilmember Peppier reported the City received a request from the California Environmental Protection Agency on behalf of the Global Warming Action Campaign for a letter of support for the greenhouse gas emission reduction targets proposed by Governor Schwarzenegger The targets announced by the Governor in June 2005 call for a reduction of greenhouse gas emission levels to 2000 levels by 2010, a reduction of the greenhouse gas emissions to 1990 levels by 2020, and a reduction of greenhouse gas emission to 80 percent below 1990 levels by 2050 Bill McEwen addressed the City Council in support of this request Councilmember Gilbreath moved to authorize the Mayor to sign a letter of support to Governor Schwarzenegger urging the implementation of strategies to December 6, 2005 Page 6