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HomeMy WebLinkAboutContract 2071PARKING RAMP LEASE ESTOPPEL CERTIFICATE AND CONSENT THIS PARKING RAMP LEASE ESTOPPEL CERTIFICATE AND CONSENT (this "Certificate") is given by THE CITY OF COLUMBIA HEIGHTS, a Minnesota municipal corporation ("Owner"), and by THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF COLUMBIA HEIGHTS, a public body corporate and politic under the laws of the State of Minnesota (the "HRA"), and by EQUITY PARTNERS, LLC, a Minnesota limited liability company ("Tenant"). PRELIMINARY STATEMENT OF FACTS Owner and Tenant are the current parties to that certain Management Agreement for Parking Facilities and Lease of the Plaza Property dated July 20, 1982 and filed February 9, 1983 in the Office of the County Recorder in and for Anoka County, Minnesota, as Document No. 607127 and in the Office of the Registrar of Titles in and for Anoka County, Minnesota, as Document No. 124953 (the "1982 Lease"), relating to real property in the City of Columbia Heights, Minnesota, described therein (the "Property"). Tenant and Stadium Village Properties, LLC, a Minnesota limited liability company ("Buyer"), have executed a Sale and Purchase Agreement (the "Purchase Agreement"), under the terms of which Tenant shall convey and assign its interest in the Lease (as defined in Section 1, below) to Buyer and Buyer shall assume the Lease from Tenant. Buyer's lender is Venture Bank ("Lender"). In the Purchase Agreement, Buyer has required, as one of the conditions precedent to assuming the Lease, that Owner and Tenant execute and deliver this Certificate. NOW, THEREFORE, Owner and Tenant hereby certify to Buyer and Lender that: 1. All assignments, modifications and amendments of the 1982 Lease are described and listed on Exhibit A attached hereto and made a part hereof. The 1982 Lease, as so assigned, modified and amended, is referred to herein as the "Lease". 2. Owner and Tenant are the only owners of the respective interests of the "Agency" and the "Redeveloper" as such terms are used in the Lease. 3. Tenant has made all required rental payments due under the terms of the Lease. 4. Thy; minimum annual rental payments required by the terms of the Lease are each in the amount of One Dollar ($1.00). 5. Owner has not received any security deposits from Tenant. 6. Thy; term of the Lease commenced on December 1, 1982 with respect to the Walkway Propert~~, as defined in the Lease, and will expire on November 30, 2081. 7. Thy; Commencement Date, as defined in Section 5.01 of Part II of the Lease, was August 31, 1982. The term of Part II of the Lease renewed for ten (10) years after its initial twenty (20) year t~;rm pursuant to the automatic renewal provision set forth in Section 5.02 of Part II of the Lease. 8. No structural remodeling or structural alterations, modifications or additions, as described in Section 4.03(b) of Part I of the Lease, have been made or performed, or if they have been performed, they were approved by the HRA or City, as applicable, and the holder of the Redeveloper's intf;rest will not be obligated to remove or restore the same at the end of the term. 9. Thf; terms of the Redevelopment Contract (as defined in the Recitals of the 1982 Lease) and of the .Assessment Agreement (as referred to in Section 5.02 of Part I of the 1982 Lease) are fully performed and said Redevelopment Contract and said Assessment Agreement are of no further force or effect. The Bonds (as defined in said Redevelopment Contract) have been paid in full. The Maturity Date (as defined in said Redevelopment Contract) has occurred. 10. ThE; Certificate of Completion referred to in Section 1.02 of Part II of the Lease has been duly issued. 11. No mutual determination or agreement regarding the utilization of the parking ramp has been ma~~e by Owner or Tenant, as referred to in the tenth (10th) line of Section 1.02(a) of Part II of the Lease. 12. No rules or regulations, whether pursuant to Section 1.02(b) of Part II of the Lease or otherwisf;, have been promulgated by Owner regarding the Parking Ramp . 13. No parking fees or charges are imposed upon users of the Parking Ramp, except as follows: [none; unless otherwise stated] 14. To Owner's and Tenant's knowledge, the Property and each component thereof are in the condition required by the Lease, and all conditions under the Lease to be performed by Tenant have been satisfied. 15. The Lease represents the entire agreement between Owner and Tenant as to the leasing of the Premises and is in full force and effect. From and after the assignment of the Redeveloper's intf;rest under the Lease to Tenant, (i) Owner represents that it has not further assigned, modified, supplemented or amended the Lease in any way, and (ii) Tenant represents that it has not further assigned, modified, supplemented or amended the Lease in any way. 2 16. Owner represents that it has not executed any release, cancellation, notice of termination or other instrument affecting the Lease. Tenant represents that it has not executed any release, cancellation, notice of termination or other instrument affecting the Lease. 17. Owner knows of no existing default by itself or Tenant under any of the terms and provisions of the Lease. Tenant represents that (i) no event has occurred that, with the passage of time or the giving of notice, or both, would constitute a default by either Tenant or, to the best of Tenant's knowledge, Owner, under the Lease, (ii) neither Tenant nor, to the best of Tenant's knowledge, Owner, have any existing defenses or offsets against the other party's enforcement of the Lease, and (iii) there are no unresolved or pending disputes between Tenant or, to the best of Tenant's knowledge, Owner, with respect to the Lease and/or the Property. Owner represents that (a) no event has occurred that, with the passage of time or the giving of notice, or both, would constitute a default by either Owner or, to the best of Owner's knowledge, Tenant, under the Lease, (b) neither Owner nor, to the best of Owner's knowledge, Tenant, have any existing defenses or offsets against the other pasty's enforcement of the Lease, and (c) there are no unresolved or pending disputes between Owner or, to the best of Owner's knowledge, Tenant, with respect to the Lease and/or the Property. 18. The individuals signing this Certificate on behalf of Owner and Tenant, respectively, represent and warrant that they are duly authorized to sign this Certificate and bind Owner and Tenant, respectively. 19. Owner consents to the assignment of the Lease by Tenant to Buyer; provided that nothing herein shall constitute an agreement by Tenant, Buyer or Lender that such consent is required for assignment of the Lease. 20. Notwithstanding any other terms or provisions in this Certificate, the HRA makes no certifications to Buyer or Lender except as set forth in this Section 20. The HRA and the City represent and warrant to Buyer and Lender that the HRA's interest in the Lease was assigned to and assumed by the City sometime prior to June 30, 1988, but that the HRA and the City have been unable to locate the assignment and assumption document regarding the same. Owner, Tenant and the HRA have executed this Certificate on the dates indicated below with the knowledge that Buyer and Lender are relying upon the accuracy and completeness of the statements made herein. This Certificate may be executed in one or more counterparts, each of which shall be deemed to be an original and together which shall constitute one and the same Certificate. [The remainder of this page has been left blank intentionally.] [Signature page to Parking Ramp Lease Estoppel Certificate and Consent] Date: ~~ ~~•Z D O Date: ~Ld 7 a ~ U Date: 1177442.3 OWNER: THE CITY OF Its: - ~'~~,^ ~, ~, GHTS HRA: THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF COLUMBIA HEIGHTS By: Q Its: a i ~ TENANT: EQUITY PARTNERS, LLC By: Its: 4 Mar 25 08 06:27p Col Hgts Comm Dev Dept [7631 706-3671 p.5 [SigiZature page to Parking Ranlp Lease Estoppel Certificate and Consent] ~ '. OWNER: THE CITY OF CC~,UMB~A~H IGHTS Date: Date: '- By: . -- c ~;~:~ lts: ~~ HRA: THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF COLUMBIA HEIGHTS ~? ~. By. ~ its: a i /~ TENANT: EQUITY PARTNERS, i~C Date: J Z~ ~~ 1 [ 77442.3 By: Its: 4 EXHIBIT A 1. Assignment of the Redeveloper's interest in the Lease: Management Agreement for Parking Facilities and Lease of the Plaza Property, between The Housing and Redevelopment Authority in and for the City of Columbia Heights, as landlord, and Terry Evenson, as tenant, dated July 20, 1982, recorded February 9, 1983 as Doc. No. 124953 (Torrens) and as Doc. No. 607127 (Abstract), which was assigned by the tenant to Zaidan Holdings, Inc., by the Assignment of Management Agreement, dated June 27, 1988, recorded July 26, 1988 as Doc. No. 177292 (Torrens) and as Doc. No. 816367 (Abstract), which was thereafter assigned to Mobilia, Ltd., by the Assignment of Management Agreement, dated March 10, 1995, recorded September 4, 1997 as Doc. No. 300560 (Torrens) and as Doc. No. 1295184 (Abstract), which was thereafter assigned to Lake-State Properties, Inc., by the Assignment of Parking Agreements, dated July 14, 1997, recorded September 4, 1997 as Doc. No. 300561 (Torrens) and as Doc. No. 1295185 (Abstract), and which was thereafter assigned to Equity Partners, LLC, by the Assignment of Parking Ramp Lease, dated October 30, 2002, recorded November 13, 2002 as Doc. No. 412198 (Torrens) and as Doc. No. 1730236 (Abstract). 2. Assignment of the Agency's interest in the Lease: The Housing and Redevelopment Authority in and for the City of Columbia Heights assigned the Agency's (the Owner's) interest in the Lease to the City of Columbia Heights, and the City of Columbia Heights assumed the same, prior to June 30, 1988, but the assignment document cannot be located. 3. Modification of the Lease: Unrecorded Agreement for Modification of Management Agreement for Parking Facilities dated February 11, 1991, between the City of Columbia Heights and Zaidan Holdings, Inc. 1177442.3