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HomeMy WebLinkAbout6E(1)C~ ~ ~i). 1/18/11 LANDLORD'S ESTOPPEL CERTIFICATE This Landlord's Estoppel Certificate ("Certificate") is made as of January , 2011 by the CITY OF SOUTH BEND DEPARTMENT OF REDEVELOPMENT, a public body ("Agency"), to and for the benefit of CENTIER BANK, an Indiana state banking association, and its successors and assigns (collectively, "Centier"). Agency acknowledges that Centier has agreed to make a loan to FIRST BANK CENTER LIMITED PARTNERSHIP, a Minnesota limited partnership ("Borrower"), to be secured by the interests of Borrower in and to the land owned by Agency commonly known as 100 North Michigan Street, South Bend, St. Joseph County, Indiana (the "Land") and all improvements thereon (co-lectively with the Land, the "Property"), and that Centier has required that Agency provide this Certificate as a condition for the making of such loan. Agency hereby agrees, and represents and warrants to Centier, as follows: 1. Ground Lease. Agency is the landlord and Borrower is the tenant (as successor to the original tenant) under that certain Ground Lease Agreement for Private Redevelopment, originally executed by Agency, as landlord, and by FBT Bancorp, Inc., as tenant, dated as of October 22, 1979, recorded in the Office of the Recorder of St. Joseph County on November 13, 1979 as Document Number 7925386, as amended by that certain assignment dated as of March 15, 1981 and recorded in the Office of the Recorder of St. Joseph County on March 27, 1981 as Document Number 8104577 and Document Number 8104580, and as amended by that certain amendment dated as of March 12, 1982 and recorded in the Office of the Recorder of St. Joseph County on April 21, 1982 as Document Number 8205492 (collectively, the "Ground Lease") 2. Term of Ground Lease. The Ground Lease is unmodified and is in full force and effect. The term of the Ground Lease began on May 1, 1980, and will terminate on April 30, 2030, provided that Borrower will have the option to extend the term of the Ground Lease through April 30, 2079 under the terms and conditions provided in the Ground Lease. 3. Rental. The rental amounts and all other. rents, additional rents, impositions and other amounts payable by the tenant under or with respect to the Ground Lease have been paid through April 30, 2011. The only amount payable by Borrower to Agency under the Ground Lease is the annual rental in the amount of $7,387.00, which amount is due on May 1 of each year. Such amount was paid on or before May 1, 2010, and such amount has been fully paid for all prior years. 1 4. No Defaults. Agency has no knowledge that Borrower is in default in the performance of any covenant, condition or agreement to be performed by Borrower under or with respect to the Ground Lease, or that any event has occurred which, with the passage of time and/or the giving of notice, would constitute a breach or default under or with respect to the Ground Lease. 5. Notice of Centier Mortgage. Agency acknowledges that it has been furnished with the name and address of the mortgagee with respect to the financing provided herein: Centier Bank 4101 Edison Lakes Parkway, Suite 325 Mishawaka, Indiana 46545 in compliance with the provisions of Section 801(d) of Part II of the Ground Lease, and that no further notice thereof is necessary. Agency further acknowledges and agrees that Centier is the "Mortgagee" as defined in the Ground Lease. 6. Notices to Centier. Agency agrees that, so long as Centier is the Mortgagee under the Ground Lease, Agency will deliver copies of all notices given to Borrower under or with respect to the Ground Lease as and when such notices are given to Borrower. 7. Right of Centier to Cure Defaults. Agency acknowledges that Centier has the right to cure or remedy any breach of covenant or default by Borrower pursuant to Section 802(e) of Part II of the Ground Lease. Agency acknowledges and agrees that, pursuant to such right to cure or remedy, Agency will give Centier notice of any breach of covenant or default under the Ground Lease and will allow Centier the option to cure such breach of covenant or default within sixty (60) days (or such longer period as may be reasonably necessary) after such notice is given to Centier. Agency acknowledges and agrees that Agency will not effectuate any termination of the Ground Lease pursuant to Section 1404 of Part II thereof prior to the time that the said cure period provided to Centier has expired. 8. Purchase Option. Agency acknowledges that Centier has certain options to purchase the Land pursuant to Section 8 of Part I and Section 1201 of Part II of the Ground Lease if and when Centier acquires the leasehold interest in the Land. Agency acknowledges and agrees that the appraisals provided for determining the fee purchase price pursuant to Section 9 of Part I of the Ground Lease will value the Land as though the Land were vacant, with no value for any buildings or other improvements included. 9. Acknowledgment of Reliance. Agency expressly acknowledges that Centier is relying upon the matters stated in this Certificate in making the loan to Borrower. 2 IN WITNESS WHEREOF, Agency has executed this Landlord's Estoppel Certificate as of the date first written above. Agency: CITY OF SOUTH BEND DEPARTMENT OF REDEVELOPMENT 9 Attest: STATE OF INDIANA ) SS: COUNTY OF ST. JOSEPH ) BEFORE ME, the undersigned, a Notary Public, on January 2011, personally appeared ~~~~~J~ ae~' ,personally known to me to be the same persons whose names are subscribed to the foregoing document as r e - ' ~ / aid rPc~^ t~~~~ , of the City of South Bend Department of Redevelopment, and being first duly sworn by me upon oath, acknowledged that they have read and understand the foregoing and that they have affixed their names to and delivered said document as their own free and voluntary act and as the free and voluntary act of said entity for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal. Z State of Indiana Notary Publi , Notary P blic Resident of St. Joseph County MY Commiaeion Expires 1/7/2015 Commission Expire esidence: This instrument was prepared by.' Demetri J. Retson, Genetos Retson & Yoon LLP 8585 Broadway, Suite 480, Merrillville, Indiana 46410 219-755-0400; fax: 219-755-0410 The foregoing preparer states as follows: I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required bylaw. 3