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HomeMy WebLinkAboutContracts & Agreements_31-2000_CCv0001.pdf TENANT ESTOPPEL March 21,2QQQ,A"_ Column Financial, Inc. 3414 Peachtree Road,N.E. Suite 1140 Atlanta, GA 30326-1113 Re: Lease between Redlands Partners, a California General Partnership, as Landlord or its assignees ("Landlord"), and7-t/ cam' l9ff for approximately . as Tenant "Tenant"), dated fe—Xr- square feet of space in Orange Street Plaza, Redlands, California (the "Project") as amended by the following amendments [list; if none, say If rJ 0/1i e--- "'None"]: (the "Lease") Ladies and Gentlemen: Tenant understands that Column Financial, Inc. ("Lender") intends to make a loan to n/a ("Borrower") to be secured by the Project. If Borrower is different from the Landlord referenced above, Borrower has succeeded, or will succeed, to the interest of Landlord under the Lease. Tenant presently leases premises within the Project pursuant to the Lease, and, in connection with the foregoing, Tenant does hereby certify to Borrower and Lender and its successors and assigns as follows: (a) The Lease is in full force and effect; there are no amendments or modifications of any kind to the Lease except as referenced above; there are no other promises, agreements, understandings, or commitments between Landlord and Tenant relating to the premises leased under the Lease; and Tenant has not given Landlord any notice of termination thereunder, (b) 'Mere has not been and is now no subletting of the leased premises, or any part thereof. or assignment by Tenant of the Lease, or any rights therein, to any party; (c) A security deposit in the amount of SNO�Ihas been given by Tenant under the terms of,or with respect to, the Lease; 4 c- �, (d) No uncured default, event of default, or breach by Landlord exists under the Lease, no facts or circumstances exist that, with the passage of time, will or could constitute a default, event of default, or breach under the Lease. Tenant has made no claim against Landlord alleging Landlord's default under the Lease; (e) Tenant is in full and complete possession,of its leased premises in the Project and has accepted its leased premises in the Project, including any work,of Landlord performed thereon pursuant to the terms and provisions of the Lease, and all common areas of the Project (including, without BARNESIMSWORDIESTOPPELDOC few.7120M9 limitation, parking areas, sidewalks, access ways and landscaping) are in compliance with the Lease and are satisfactory for Tenant's purposes: (f) To the best of Tenant's knowledge and belief, there are no rental, lease, or similar commissions payable with respect to the Lease, except as may he expressly set forth therein; (g) Tenant is obligated to pay rent to Landlord at the rate set forth in the Lease. Tenant is current with respect to, and is paying the full rent and other charges stipulated in the Lease (including, without limitation, common area maintenance charges) with no offsets. deductions, defenses or claims; and Tenant has not prepaid any rent or other amounts to Landlord other than rent and other charges due and payable in the calendar month of this certification, (h) Tenant is not entitled to any concession or rebate of rent or other charges from time to time due and payable under the Lease, and there are no unpaid or unreimbursed construction allowances or other offsets due Tenant under the Lease, (i) The current monthly estimated "common area maintenance' charge paid by Tenant der the Lease is S —0— c an un 0) The current monthly estimated charge for taxes paid by Tenant under the Lease is Cn — S (k) The current monthly estimated charge for insurance paid by Tenant under the Lease is through(1) The monthly base rent under the Lease is S —o— and has been paid by Tenant (m) Tenant is open for business and in operation in the Project; (n) Tenant agrees to provide copies of all notices given Landlord under the Lease to Lender at the following address: Column Financial,Inc. 3414 Peachtree Rd.,N.E., Suite 1140 Atlanta,Georgia 30326-1113 (o) The undersigned representative of Tenant is duly authorized and fully qualified to execute this instrument on behalf of Tenant thereby binding Tenant,' (p) Tenant agrees and acknowledges that the Lease is and shall be subordinate to the mortgage of Lender. Tenant agrees that, in the event Lender becomes the owner of the Premises by foreclosure. conveyance in lieu of foreclosure or otherwise. then Tenant shall artorn to and recognize Lender as the landlord under the Lease for the remainder of the term thereof, and Tenant shall perform and observe its obligations thereunder, subject only to the terms and conditions of the Lease. Lender shall not be subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord) nor shall Lender be liable for any act or omission of any prior landlord (including Landlord), nor shall Lender be bound by any rent or additional rent which Tenant might have paid for more than the current month or any security deposit or other prepaid charge paid to any prior landlord (including Landlord)nor shall it be bound by any amendment or modification of the Lease made without its written consent.Tenant filfther covenants and agrees to execute and deliver upon request of Lender an BARNESIMSWORDIESMPPELDOC rev.7120108 appropriate agreement of artornment to Lender and any subsequent titleholder of the Premises. So long as tenant is not in default under its lease, the tenant's interests under the lease shall not be disturbed by the Lender or any pumhaser at a foreclosure sale. (q) Tint acknowledges that the initial tenn cif the Lease commenced on .,-,') 19 and shall expire can T. 1 31 , unless sooner terminated in accor ce with the terms ofd Lem. Tenant has no option to renew or extend the lease term,except as follows(if none,so s -1-7416tyll Lt! AALL L'? ate (r) Tenant has no option or right to purchase the property of which the d rinsed premises are a part,or any'part thereof. (s) Tenant understands and acknowledges that Lender is about to make a loan to Landlord and receive as put of the security for such loan(i)a Mortgage/Deed of Trust encumbering Landlor&s fee interest in the Proms(of which the demised premises are a portion) and the ruts, issuesand fits of the Lease(the"lvl ge°'),and(ii)an Assignment of Leases and Rents("Assignment of Leasee)which affects the Least.and that Lender(and persons or entities to whom the Mortgage andfor Assigrunent o Leases may subsequently lie assigned) are relying upon the representations and warranties contained herein in making such bnn. Further,Tenant has notice that tate Lease and the rent and all other sums due thereunder have been assigned or are to be assigned to Lender as security for the aforesaid loan secured by the Mortgage. In the event that Lender (or any parson or entity to whom the Mortgage and/or Assignment of Lea= may subsequently be assigned)notify Tenant of a default under the Mortgage of Assignment of Leases and demand that Tenant pay its rent and all other sums due under the Lease to Lender(or such fimm lender), Tenant shall honor such demand and pay its runt anrl all other sums due under the Lease direly to Lender (or such future lender) or as otherwise required pursuant to such notice. Tenant agrees to notify Lender of any default(s)by Landlord under the Lease; Lender shall have th same right to sure such default(s)as is provided to Landlord under the,Lease. Tenant acknowledges and agrees that Landlord and Lender shall be entitled to rely on Tenauifs certifications set forth herem. Tenant hereby further agrees for a period of thirty 30)days from the date hereof to notify Landlord and Lender in writing at the address set forth above of any changes in the truth and accuracy of any of the certifications contained herein promptly upon Tenant's learning of each such change. When `used herein,the term "Lender" refers to Lender and to any sucecssor-in-interest of Lender under the Mortgage= IN WrIMS 'WMREOF, Tenant has executed this instrument this 21st day of March, .2000 , ATTEST.* Pat ret r i Po Y. *try CI., Title; Mayor SAAB SWORCI SUBORDINATION, NON-DISTURBANCE,AND ATTORNMENT�AGREEMENT is 215t day of 2�O omo� COLOMN ''°° AGREEMENT -- @ Delaware corporation, its successors and assigns /hare�afarrefmn�d0oas 'Lenue/ /, ~~ ' (hereinafter referred to as "Tenant"), and Redlands Partners, a California General Partnership, rrefernadtoaa "Landhond" . STATEMENT OF BACKGROUNI}: Landlord and Tenant have entered into acertain lease (henainafterrefe�edtoasthe "Legae") dated (hereinafter September 15. 1B98. relating h» the premises described in Exhibit," a�gohedhenatoondbythiorefarencn made o part hereof (hereinafter referred to as the "Premises") which described i'n. oranm � part of, the property described inExhibit"A" attached hereto and bythis reference made epo�hereof. Lender has made or has committed to make o loan to Landlord, or to Landlord's successor (n interest, m the approximate principal amount of secured by mortgage nrseourih/ deed (hereinafter referred to as the "Mortgage") and an assignment of leases and rents from Landlord to Lender covering certain property described therein (the"Property") including the Premises. Tenant has agreed that the Lease shall be subject and subordinate to the Mortgage held by Lender, provided Tenant is assured of continued occupancy of the Premises under the terms of the Lease; STATEMENI OF AGREEMENT: For and in consideration of the mutual covenants herein contained, the sum of Ten Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency of which are herebyaoknmvedA*d, and notwithstanding anything in the Lease tothe contrary, itiohereby agreed oofollows: 1 L�ndar, Tsn�ntand Landlord dohereby covenant and agree that the Lease with aUrights, opbono ' ' Tenant (including options toaoquinaor lease all or any part of the Premises), liens and charges created thereby, is and oheU continue to be subject and subordinate in all respects tothe Mortgage and to any renewals, odifimaUons, consolidations, nep|onerto and extensions thereof and to all advancements made thereunder. 2 Lender hereby agree with Tenant that, in the event Lender becomes the owner ofthe ' noein |ieuofforedoounmorothemvioe' nolong oeTenant oomnp8*awith and pedormnsits ob|iQabonmunder the Lease,ase (�)UhoLeeeeshaUoonbnue (nfuU *�foro� �ndef� omodirectL«ese ' ` ' between the mVon **ding owner ofthe Property and Tenant, upon and subject toall ofthe terms, covenants and conditions of the Lease, for the balance of the term of the Lease, and Lender will not disturb the possession ofTenant, and (b)the Premises shall besubject ho the Lease and Lender shall recognize Tenant as the tenant ofthe Pnani~e~ for the remainder of the henn of the Lease in accordance with the provisions thereof; provided, however, that Lender shall not besubject hoany claims, offsets ordefenses which Tenant might have against any prior landlord (including Landlord) nor shall Lender be liable for any act or omission of any prior landlord (including Lond|ord). nor shall LmndorbmboundbyonyrentVradditimno| pentwhiohTenent it tha« prepoidch�r�ep�idho �ny rnighthave paid �rnmonsthan the current rnmntborany smourbdeposit apoo or o modification of ior|�nd�mrd (in��udingLand|ord\ norehoUitbebound byany annondrnenturrn i Prthout �e vvh#�n consent. N~~'— ing contained herein shall prevent Lender from naming Tenant n any »«/ initiated �y L� d urouonthmthe K8n�gageOothe extent necessary foreclosure or other action or proceedingLender pursuant under applicable Law inorder for Lender hmavail itself ofand complete the foreclosure or other remedy. 3. Tenant does hereby agree with Lender that, in the event Lender becomes the owner ofthe Premises by foreclosure, conveyance in lieu of foreclosure or otherwise, therrTenant shall @ttVrn to and recognize Lender mmthe landlord under theLease for the remainder of the term thereof, and Tenant shall perform and observe* its obligations theneunder, subject only to the terms and conditions of the Lease Tenant further covenants and agrees to execute and deliver upon request of Lender an appropriate agreement of attomment to Lender and any subsequent titleholder of the Premises. Krev.0710819 �«nw oo� � 6 of the 4 T�e� o�n�����+� ��� Land�� w6Ue�o � �� d��� toL�d� ama��nmmu ' - ' nmn�nt Tenant� Tenant said - d�enantheneby�xpme�m|yoonm�ntebJsu�h �au|g ' L���� aao�uur�y �a loan, �n .� _ '"" '" ' ' ~ '---- �—'--'t�expressly Lender shall have the same right to cure such notify Landerof �nyd«�au�(a) by Landlord under �e �eo�o� ' dedbzLand|�rdunderdheL��e� default(s)a� �' sproxrox . 5 Lender have noob|igaUonorincur any Ud �b||ih/v�thro�pe«�h�th� cmnadn�� onmrcornp|ehmn ' bu in which the Premises are located or for completion of the Premises or any of the improvements improvements for Tananf^s use and occupancy. Lender shall have nQobligations nor �incur any liability with respect to anywarranties of any nature whatsoever, including, any warranties respecting use, compliance with zoning, hazardous wastes orenvironmental laws, Landlord'stitle, Landlord's authority, habitability,fdnaS.* for purpose mrpossession. In the event that Lender shall acquire title bnthe Premises [or theProperty], Lender shall-have no obligation, nor incur any liability, beyond Lender's then equity interest, � any, in the Premises, and Tenant shall =k �xdus(vm|yto such equity interest of Lender, if any, in the Premises for the payment and discharge otany obligations or liability imposed upon Lender hereunder. under the Lease or under any new lease ofthe Premises. 8' If any portion or portions of this Agreement shallbe held invalid or inoperative, then � of the U remain in full fon�eand effect, aofar os is reasonable and pomm|b|a, effect shall remaining portions shall �nd'no `ddbabein«�|idorino ' be given to the |nmamurn nv�wo� .. .. . 7. This Agreement shall be governed by and construed in accordance with the laws of the State in which the Property is located. 8 L�nd�rmhaUnot witherbvvirueofthe W1odgage. the AooignrnentufLeases orthis Aoreernent. be ' ' � orbecome omortgagee inpossession orb�^� or become subject liability orobligation under the Lease orotherwise until Lender shall have acquired the —bareot of Landlord in the Pmaniseo, by foreclosure or otherwise, and then such liability orobligation ofLender under the Lease shall extend only tmthose liability or obligations accruing subsequent to the date that Lender has acquired the interest of Landlord in the Premises as modified by the terms of this Agreement. 9 Any and all notices, elections, approvals, oonoento, demands, requests and responses thereto ("Communications")' � ^ 9�mm��d "rrequired tobegiven under thioAgnnennentshaUbeinvvr�ngand mhaUbe deemed tohave been properly ngiven and shall beeffective upon the earlier of receipt thereof or deposit thereof in the United Gbubas nai|, postage prepaid, certified with return receipt requested,bmthe other party ad ti b the address ofsuch other padyset fodhhereinbelow oratsuch other address within the omn continental United States Sbabesessuch other portmay address ress and given in accordance herewith; provided' however, that the time period in which m response toany Communication rnuatbeshall�n shall commence on the date ofreceipt thorao� and provided further that t nu omnnun of shall effective n��i��ofchao0e ���eaho Lender, must b� addressed m� fmUovva. subject to change as provided thereof. Any notice, if given �n . hereinabove: Column Financial, Inc. 3414 Peachtree Road, N.E. Suite 1140 Atlanta, Georgia 30326-1113 and, ifgiven baTenant, must be addressed oafollows, subject bochange asprovided hereinabove: 10This Agreement shall be binding upon and inure to the benefit of the parties hereto and their 'hehm legal successors, suocesunns-in�iUeand aaaigns. When used herein, the ��'termrespective"landlord"` —'~'~'-"-��|to Landlord and ,to'any successor to the interest of Landlord under the Lease. The termi i barmstofLand�rundartheK8o��aga "Lender°re�rsboLender and bmany succesmo�n-n . rev.07108196 x'BAnw �cmC 2 IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXEUCTED THIS Agreement under seal as of the date first above written: TENANT: CITY OF REDLANDS, CALIFORNIA By: dz�_� Name: Pat Gilbreath, Title: Mayor ATTEST: B _ Name: L rIe r oyzer Title: ity Clerk -3- ALL-PURPOSE ACE-NOWLEDGMENT STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO SS CITY OF REDLANDS By the authority 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 March 21, 2000, before me, Beatrice Sanchez, Deputy City Clerk, on behalf of Lorrie Poyzer, City Clerk of the City of Redlands, California, personally appeared Pat Gilbreath and Lorrie Povzer t Xj 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 haph citiesabte instrument the persons, or the entity upon behalf of wicthe persons acted, executed the instrument. WITNESS my hand and official seal. OF.RLORRIE POYZER, CITY CLERK ,ZF o ox� Ftpo/4 By: 1888 /* Beatrice Sanchez, Depaty City Clerk CV %.... . . (909)798-7531 %0- CAPACITY CLAIMED BY SIGNER(S) Individual(s) signing for oneself/themselves Corporate Officer(s) Title(s) Company Partner(s) Partnership Attorney-In-Fact Principal(s) Trustee(s) Trust x Other Title(s): Mayor and City Clerk Entity Represented: City of Redlands, California THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW: Title or Type of Document: Subordination, Non-Distrubance and Attornment Agreement -icrit: March 21, 2000 Number of Pages six Date of Document: none Signer(s) Other Than Named Above: Fite No: 6006570 EXHIBIT "A" Parcels 2 through 5, inclusive and Parcels 7 through 11, inclusive of Parcel Map 12022, in the City of Redlands, County of San Bernardino, State of California, as per map recorded in Book 143, page{s} 30 to 32, inclusive, of Parcel Maps, in the office of the County Recorder of said County. Except all oil, hydrocarbon substances and minerals of every kind and character lying more than 500.00 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 500.00 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 500.00 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 Instrument No. 86- 402414, Official Records. Also except all oil, hydrocarbon substances and minerals of every kind and character lying more than 500.00 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 500.00 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 500.00 feet of the surface for any purposes whatsoever, as reserved by Emma Ruth Judkins, by deed recorded December 31, 1986 as Instrument No. 86-402417, Official Records. Also except all oil, hydrocarbon substances and minerals of every kind and character lying more than 500.00 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 500.00 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 500.00 feet of the surface for any purposes whatsoever, as reserved by John M. Naber, by deed recorded December 31, 1986 as Instrument No. 86-402418, Official Records. Also except all oil, hydrocarbon substances and minerals of every kind and character lying more than 500.00 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 500.00 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 500.00 feet of the surface for any purposes whatsoever, as reserved by Trini A. Lopez, by deed recorded April 20, 1987 as Instrument No. 87-127493, Official Records. File No: 6006570 EXHIBIT "A" Continued Also except all all, hydrocarbon substances and minerals of every bind and character lying more than 500,00 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 500.00 feet below the surface thereof for any and all purposes incidental to fine exploration for and production of ail, gas, hydrocarbon substances or minerals from said lands; but without, however, the right to use either the surface of said landor any portion of said land within 500.00 feet of the surface for.any purposes whatsoever, as reserved by 3ames F. Versteeg, Sr. and Martha 3. Versteeg, by deed recorded May 11, 1987 as Instrument No. S7- 155145, Official Records.