GROUND LESSOR Estoppel Certificate
September __, 2024
PROPERTY NAME: Seasons Senior Villas
PROPERTY ADDRESS: 13160 6th St,
Chino, CA 91710
San Bernardino County
(“Real Property”)
LEASE DATE: March 17, 1998
GROUND LESSOR: City of Chino, a municipal corporation
(“Ground Lessor”)
GROUND LESSEE: Chino Housing Investors, L.P., a California limited partnership (“Ground Lessee”)
BUYER: Standard Seasons Chino SLP LLC, a Delaware limited liability company and Standard Seasons Chino LP LLC, a Delaware limited liability company (jointly, “Buyer”) Ground Lessor acknowledges that Buyer is requiring this Ground Lessor Estoppel Certificate (this “Estoppel Certificate”) in connection with its acquisition of certain partnership interests in the Ground Lessee which will continue to hold leasehold interest under the current Ground Lease dated May 17, 1998 together with any other amendment, supplement or agreement related thereto, is attached hereto as Schedule I (collectively, the “Lease”) of the Real Property (“Premises”).
Buyer acknowledges that the Premises shall be used only for affordable housing in accordance with Section 4 of the Lease.
Accordingly, Ground Lessor hereby certifies and confirms to Buyer as follows:
A true, complete and correct copy of the Lease is attached hereto as Schedule 1 and except as attached, the Ground Lease has not been modified, changed, altered, assigned, supplemented or amended in any respect and is the entire agreement between Ground Lessor and Ground Lessee with respect to the Ground Lease.
Pursuant to Section 18 of the Lease, Ground Lessor acknowledges Ground Lessee has the right to obtain a mortgage loan secured by a lien encumbering the Premises as security for repayment of a mortgage loan.
The Lease provides for an original term of fifty-seven (57) years, commencing on March 24, 1998 (the date of recordation of the Lease) and expiring on March 24, 2055.
The Lease makes the following provision for renewal or extension of its term beyond the original term: (mark one) ( X ) the Lease does not contain an option(s) or other right to renew or extend for any additional term or terms. (___) the Lease contains an option for ___________ additional term(s) of ________ years each.
The rent currently payable by Ground Lessee to Ground Lessor under the Lease is the Net Operating Income as defined in Section 3.1 of the Lease (“Rent”). All Rent and other charges due to Ground Lessor payable by Ground Lessee under the Ground Lease through the date hereof have been fully paid by Ground Lessee with the understanding the Rent for the current year of 2024 is only due and payable at the end of the calendar year. The Rent paid for the calendar year of 2023 was $442,239.83.
To the best of Ground Lessor’s knowledge, (i) the Lease is valid and in full force and effect, (ii) there is no existing default or unfulfilled obligation on the part of Ground Lessee and/or Ground Lessor in any of the terms and conditions of the Lease, and (iii) no event has occurred or condition exists which, with the passing of time or giving of notice or both, would constitute an event of default under the Lease.
To the extent specified in Section 7 of the Ground Lease, all Improvements located on the Real Property are owned by Ground Lessee.
As set forth in Section 18, Ground Lessor acknowledges (i) that it shall not accept a voluntary surrender, voluntary termination or materially amend the Lease without the prior written consent of a mortgage lender, if any; (ii) the Lease cannot be terminated except in compliance with Section 18.5; and (iii) a mortgage lender would have certain rights with respect to the Lease, including, but not limited to, the right to foreclose, cure a default, or enter into a new lease.
Ground Lessor has not received written notice that the Real Property is in violation of any governmental law or regulation and, to the best of Ground Lessor’s knowledge, Ground Lessor has no reason to believe that there are grounds for any claim of any such violation.
Buyer will rely on the representations and warranties made by Ground Lessor herein in connection with Buyer’s acquisition of certain partnership interests in Ground Lessee and Ground Lessor agrees that Buyer may so rely on such representations and warranties. [Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has signed and delivered this Estoppel Certificate.
GROUND LESSOR:
CITY OF CHINO, a municipal corporation
By: __________________________
Dr. Linda Reich, City Manager
SCHEDULE I to GROUND LESSOR Estoppel Certificate
(Copy of Lease)
2 Signature Page to Ground Lessor Estoppel Certificate – Seasons Senior Villas