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ED Ground Lessor's Estoppel Certificate and AgreementRECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: BLAND, NAVARRO & WEBER LLP 444 South Flower Street, Suite 2160 Los Angeles, CA 90071 Attention: Ralph C. Navarro, Esq. FIRFT AMERICAN TITLE COMPANY HERE' Y CFRTIRES THAT TiIS IS A TRUE ARID CORRECT COFY Jr THE F IGINAL DOCUMENT BY: RECO.iDED: �i� /S��d/� �,�%% •� SERIES NO.: (Space Above This Line For Recorder's Use) GROUND LESSOR'S ESTOPPEL CERTIFICATE AND AGREEMENT THIS GROUND LESSOR'S ESTOPPEL CERTIFICATE AND AGREEMENT ("Agreement"), dated as of November 22, 2016, is entered into by and among CITY OF SAN RAFAEL, a municipal corporation in its capacity as successor to the housing assets and functions of the dissolved SAN RAFAEL REDEVELOPMENT AGENCY, a public body, corporate and politic, having an address of Attn: Thomas Adams, City of Rafael, 14000 5'h Avenue, San Rafael, CA 94901 ("Lessor"), CONTINUUM HOUSING ASSOCIATES, LLC, a California limited liability company, successor to Continuum Housing Associates, a California general partnership, having an address of 3 Elm Avenue, Kentfield, CA 94904 ("Lessee"), and SUN LIFE ASSURANCE COMPANY OF CANADA, a Canadian corporation, having an address of One Sun Life Executive Park, Wellesley Hills, MA 02481 ("Lender"). RECITALS A. Lessor and Lessee are landlord and tenant, respectively, under that certain Ground Lease dated January 21, 1997, as disclosed by that certain Memorandum of Lease recorded May 27, 1997, as Instrument No. 97-027412 of Official Records of Marin County, California ("Official Records") (the "Lease") with respect to Lessee's occupancy'of that certain parcel of land more particularly described in Exhibit A attached hereto and made a part hereof (the "Premises"). B. Lessee seeks to obtain from Lender a loan in the amount of $5,600,000 (hereinafter the "Loan") and in connection with the Loan, Lessee will execute and deliver to Lender a Leasehold Deed of Trust and Security Agreement (together with any amendments, extensions or renewals thereof or replacements therefore, the "Deed of Trust") pursuant to which Lessee will convey its leasehold interest under the Lease for the benefit of Lender. The Deed of Trust and other documents evidencing or securing the Loan shall hereinafter be referred to as the "Loan Documents." C. It is a condition of Lender's agreement to make the Loan to Lessee that Lessor execute and deliver this Agreement. D. Lessor and Lender desire to set forth certain agreements and understandings and to provide that, notwithstanding anything to the contrary in the Lease, Lender shall have the rights hereinafter set forth. Sun 233 Continuum Housing Ground Lessor Estoppel 2-W NOW THEREFORE, for and In consideration of the mutual covenants contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Lessor certifies to Lender as follows: (a) Lessor is the owner of the fee simple estate in the Premises and is the landlord under the Lease, (b) Lessor is authorized and has full power and authority to enter into this Agreement and this Agreement.constkutes the valid and binding obligation of Lessor; (c) There are no side letters or other agreements between or binding upon Lessor and Lessee relating to the Premises and the Lease constitutes the entire agreement between Lessor and Lessee with respect to the Premises; (d) The Lease has not been amended or modified in any way; (e) The Lease is presently in full force and effect according to its terms and is valid and binding upon Lessor and its successors and assigns; (f) To the best of Lessor's knowledge, (i) Lessor is not in default under the Lease; (ii) there does not exist any state of facts exist which with the passage of time or the giving of notice or both, would constitute a default of Lessor under the Lease; (iii) Lessee Is not In default under the Lease; and (Iv) there does not exist any state of facts exist which with the passage of time or the giving of notice or both would constitute a default of Lessee under the Lease; (g) To the best of Lessor's knowledge, all conditions under the Lease to be satisfied by Lessee as of the date hereof have been satisfied; (h) To the best of Lessoes knowledge, as of the date hereof, (i) Lessor has no claim of any nature against Lessee under the Lease or otherwise with respect to the Premises, and (ii) there are no setoffs or defenses against the enforcement of any of Lessor's obligations thereunder; (i) Except for the transfer to the City of San Rafael upon the dissolution of the San Rafael Redevelopment Agency, the Lease has not been transferred, pledged or assigned by Lessor, and there has been no transfer, pledge or assignment of the Lease by Lessee; Q) There is presently no security deposit or any other deposit of any type retained by Lessor. (k) As of the date hereof, no Base Annual Rent is currently due from Lessee under the Lease, except as follows: None. The Base Annual Rent paid in 2015 was $14,202.57. The Base Annual Rent for 2016 will not be determined until the first quarter of 2017; and Sun 233 Continuum Housing (around Lessor Estoppel (1) The commencement date of the Lease was January 21, 1997, and the termination date is December 31, 2047. Other than as set forth in the Lease, there are no options to renew the Lease or extend the term of the lease. 2. Lessor acknowledges that Lessee is encumbering Lessee's interest in and to the Premises and that upon the closing of the Loan and the recordation of the Deed of Trust Lender will be entitled to all of the rights of a "Lender" as defined in Section 802 of the Lease, including, without limitation, all rights under Part 800 of the Lease, and the Deed of Trust will be deemed a "Leasehold Mortgage" as defined in Section 802 of the Lease. In its capacity as a Lender, (i) Lender and Its successors and assigns have the rights and privileges of a Lender as set forth in, and pursuant to, the Lease, (ii) Lender shall be granted a collateral assignment in and to all rights of Lessee under the Lease and all rents and profits in connection therewith as security for the Loan, and (iii) Lender and its successors and assigns shall be entitled to assign their respective rights in and to such security interests to any successor or assignee without Lessor's prior consent. 3. Lessor acknowledges that It has been duly notified of Lender's leasehold mortgage interest with the Lessor and that all notices which a "Lender" is entitled to receive under the terms of the Lease shall be sent to Lender, by certified mail, return receipt requested, postage prepaid, or by registered mail, to the Lender at the following address (or at such other address as shall be designated by Lender to Lessor in writing given in accordance with the terms of the Lease: Sun Life Assurance Company of Canada c/o Sun Life Assurance Company of Canada One Sun Life Executive Park Wellesley Hills, Massachusetts 02481 Attention: Mortgage Investments Group With a copy to: Ralph C. Navarro, Esq. Bland Navarro & Weber LLP 444 So. Flower Street, Suite 2160 Los Angeles, CA 90071 Any such notice shall not be effective until received by Lender or the date delivery is refused by the addressee as shown on the delivery receipt. 4. Except for a termination of the Lease arising out of Lessee's default thereunder (in which case the provisions under Part 800 of the Lease shall apply In favor of the Lender, as reaffirmed herein), Lessor hereby agrees that the Lease shall not be modified, terminated, amended, altered or cancelled, nor shall a surrender of the Premises be accepted by Lessor, without the prior written consent of Lender, and that any such action taken without Lender's consent shall not be binding on tenant or Lender. b. Unless the Lender otherwise agrees in writing, no union of the interests of Lessor and Lessee shall result in a merger of the Lease in the fee interest In the Premises. 6. This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be Sun 233 Continuum Housing Ground Lessor Estoppel construed together and shall constitute one instrument, but In making proof hereof it shall only be necessary to produce one counterpart. 7. This Agreement may be amended only by written agreement signed by Lessor and the holder of the Deed of Trust. 8. This Agreement shall be binding upon the Lessor and its successors and assigns and shall inure to the benefit of the Lender and its permitted successors and assigns, including without limitation any permitted successor holder of the Deed of Trust. 9. This Agreement shall be deemed to be an agreement entered into pursuant to the laws of the State of California and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State of California. [Signatures on next page] 4 Sun 233 Continuum Housing Ground Lessor Estoppel IN WITNESS WHEREOF, this Agreement is executed effective as of the date set forth above. LESSOR: CITY OF SAN RAFAEL, a municipal corporation In its capacity as the successor to the housing assets and functions of the dissolved San Rafael Redevel pment fen By: Name:im chutz \j Title: Manager LESSEE: CONTINUUM HOUSING ASSOCIATES, LLC, a California lim#da4ta&Ity comaanv By: S%muelson Schafer, a California general By: �---� a ,(Schafer, partner By: LENDER: SUN LIFE ASSURANCE COMPANY OF CANADA, a Canadian cor tion Name: Title: MNIUR DRV=R By: 14-'w Name: iotin-w Mwier Title: s Sun 233 Cantinumn Hawing Ground Lessor Esloppci A notary public or other officer completing this certificate verities only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF COUNTY OF r«PA; On 1.9-1 V-Ayl & , before me, e - 14 PNS , a Notary Public, personalfy appeared ,v SkN67e+ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name( ware subscribed to the within instrument, and acknowledged to me thaw/she/they executed the sanl(�/her/their authorized capacity(ies), and that by 1 er/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ,,2-. %�*Z - Notary Public Sun 233 Continuum Housing Ground Lessor Estoppel L IFIRNE COMM, #2112433 _ Mota�ry i'ttehc - t�lUornle c A�rin County .. Con>ta kes lune 10 1019 A notary public or other officer completing this certificate verifies only the Identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CAUF'AEO'"i4 COUNTY OF SOOJ PMW.Aj( j t� On VAMM &L It, ?A& , before me, /IMP #4 W1'O0 , a Notary Public, personally appeared d- .XIS SC Agm , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within Instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Sun 233 Continuum Housing Ground Lessor Cestoppel BRIAN MEN oZA CASIou Commission # 2032595 !� Notary Public - California z San Francisco County M Comm. Expires Jul 5, 2017 A notary public or other officer completing this certificate verges only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF C U FKA44 COUNTY OF MA) iWAwUSCa On D72mecx IZ, Zai b , before me, } a Notary Public, personally appeared M1) a- Sts WA , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) islare subscribed to the within instrument, and acknowledged to me that he/she/they executed the same In his/her/their authorized capacity(ies), and that by his/herAheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph Is true and correct. WITNESS my hand official seal. Notary Po6lic Sun 233 Continuum Housing Ground Lessor Estoppel BRIAN MENDOZA CASIDJ Commission # 2032585 Z Notary Public - California San Francisco County M Comm. Expires Jul 5. 2017 COMMONWEALTH OF MASSACHUSETTS ss.: COUNTY OF NORFOLK S+ On this day of D Beer- 6er 20 1 before me appeared S16PA e.. P� er4 e, r; and To t, ___,both known tome as Se ; or rsc and Di reC-fpc of Sun Life Assurance Company of Canada, duly authorized to execute the attached document on behalf of Sun Life Assurance Company of Canada. Each acknowledged that signing the document was a free and voluntary act and deed and that he or she was authorized to execute the document. IN WITNESS WHEREOF, I have set my hand and affixed my official seal on the date stated above. */. Notary Public / My Commission Expires: oZ as / a a [SEAL] PETER L. ORACEFFA Notary Public cowt+onwFun,? of MusUMvsarre My CommissW Expires February 25. 2022 Sun 233 Continuum Housing Ground lessor Estoppel EXHIBIT A Legal Description PARCEL ONE: BEGINNING AT A POINT ON THE EASTERLY LINE OF "C" STREET, 70 FEET SOUTHERLY FROM THE INTERSECTION OF THE SOUTHERLY LINE OF THIRD STREET WITH SAID EASTERLY LINE OF "C" STREET; RUNNING THENCE EASTERLY AND PARALLEL TO SAID SOUTHERLY LINE OF THIRD STREET, 103 FEET; THENCE SOUTHERLY PARALLEL TO SAID EASTERLY LINE OF "C" STREET, 78 FEET; THENCE WESTERLY PARALLEL TO SAID SOUTHERLY LINE OF THIRD STREET, 103 FEET TO THE EASTERLY LINE OF "C" STREET, THENCE NORTHERLY ALONG SAID EASTERLY LINE OF "C" STREET, 78 FEET TO THE POINT OF BEGINNING. PARCEL TWO: AN EASEMENT FOR ACCESS AND EGRESS OVER THAT CERTAIN PIECE OR PARCEL OF LAND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT AN THE EASTERLY LINE OF "C" STREET, 148 FEET SOUTHERLY FROM THE INTERSECTION OF THE SOUTHERLY LINE OF THIRD STREET WITH SAID EASTERLY LINE OF "C" STREET; RUNNING THENCE EASTERLY AND PARALLEL TO SAID SOUTHERLY LINE OF THIRD STREET, 170 FEET; THENCE SOUTHERLY AND PARALLEL TO SAID EASTERLY LINE OF "C" STREET, 12 FEET; THENCE WESTERLY AND PARALLEL TO SAID SOUTHERLY LINE OF THIRD STREET, 170 FEET TO THE EASTERLY LINE OF "C" STREET; THENCE NORTHERLY ALONG SAID EASTERLY LINE OF "C" STREET, 12 FEET TO THE POINT OF BEGINNING. PARCEL THREE: BEGINNING AT A POINT ON THE EASTERLY LINE OF "C" STREET, DISTANT THEREON 90 FEET NORTHERLY FROM THE NORTHERLY LINE OF SECOND STREET; RUNNING THENCE EASTERLY AND PARALLEL TO SECOND STREET, 137 FEET; THENCE NORTHERLY AND PARALLEL TO "C" STREET, 50 FEET; THENCE WESTERLY AND PARALLEL TO SECOND STREET, 137 FEET TO THE SAID EASTERLY LINE OF "C" STREET; THENCE SOUTHERLY ALONG SAID EASTERLY LINE 50 FEET TO THE POINT OF BEGINNING. PARCEL FOUR: A RIGHT OF WAY FOR ACCESS AND EGRESS TO AND FROM PARCEL THREE ABOVE DESCRIBED OVER A STRIP OF LAND DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF PARCEL THREE ABOVE DESCRIBED AND RUNNING THENCE NORTHERLY AN EXTENSION OF THE EASTERLY LINE OF SAID LOT, 12 FEET; THENCE WESTERLY AND PARALLEL TO SECOND STREET, 137 FEET TO THE EASTERLY LINE OF "C" STREET AND THENCE SOUTHERLY ALONG SAID EASTERLY LINE, 12 FEET; THENCE EASTERLY AND PARALLEL TO SECOND STREET, 137 FEET TO THE POINT OF BEGINNING. Sun 233 Continuum Housing Ground Lessor Estoppel 10 PARCEL FIVE: BEGINNING AT A POINT ON THE NORTHERLY LINE OF SECOND STREET IN THE CITY OF SAN RAFAEL, DISTANT 73 FEET EASTERLY FROM THE POINT OF INTERSECTION OF THE NORTHERLY LINE OF SECOND STREET WITH THE EASTERLY LINE OF "C" STREET; THENCE EASTERLY ALONG SAID NORTHERLY LINE OF SECOND STREET, 37 FEET; THENCE AT RIGHT ANGLES NORTHERLY 90 FEET; THENCE AT RIGHT ANGLES WESTERLY AND PARALLEL WITH SECOND STREET, 37 FEET; THENCE AT RIGHT ANGLES, SOUTHERLY 90 FEET TO THE POINT OF BEGINNING. PARCEL SIX: BEGINNING AT A POINT ON THE EASTERLY LINE OF "C' STREET, DISTANT 50 FEET NORTHERLY FROM THE POINT OF INTERSECTION OF THE EASTERLY LINE OF "C' STREET WITH THE NORTHERLY LINE OF SECOND STREET; THENCE RUNNING NORTHERLY 40 FEET ALONG SAID EASTERLY LINE OF "C' STREET; THENCE EASTERLY AT RIGHT ANGLES 73 FEET; THENCE SOUTHERLY AT RIGHT ANGLES 40 FEET; THENCE WESTERLY AT RIGHT ANGLES 73 FEET TO THE POINT OF BEGINNING. PARCEL SEVEN: BEGINNING AT THE POINT FORMED BY THE INTERSECTION OF THE NORTHERLY LINE OF SECOND STREET WITH THE EASTERLY LINE OF "C' STREET; THENCE RUNNING NORTHERLY 50 FEET ALONG SAID EASTERLY LINE OF "C' STREET; THENCE EASTERLY AT RIGHT ANGLES 73 FEET; THENCE SOUTHERLY AT RIGHT ANGLES 50 FEET TO THE NORTHERLY LINE OF SECOND STREET; THENCE WESTERLY ALONG SAID NORTHERLY LINE OF SECOND STREET, 73 FEET TO THE POINT OF BEGINNING. PARCEL EIGHT: BEGINNING AT THE POINT FORMED BY THE INTERSECTION OF THE SOUTHERN LINE OF THIRD STREET WITH THE EASTERLY LINE OF "C' STREET; THENCE RUNNING SOUTHERLY ALONG SAID LINE OF "C' STREET, 70 FEET TO THE NORTHWESTERLY CORNER OF THE PROPERTY OF P.H. PETERSEN; THENCE EASTERLY ALONG THE NORTHERLY LINE OF SAID PETERSENS PROPERTY AND PARALLEL WITH THE THIRD STREET, 60 FEET; THENCE NORTHERLY 70 FEET TO THE SOUTHERLY LINE OF THIRD STREET AND THENCE WESTERLY ALONG THE LAST NAMED LINE, 60 FEET TO THE POINT OF BEGINNING. PARCEL NINE: BEGINNING AT A POINT ON THE SOUTHERLY LINE OF THIRD STREET, DISTANT THEREON 60 FEET EASTERLY FROM THE POINT OF INTERSECTION OF SAID SOUTHERLY LINE OF THIRD STREET WITH THE EASTERLY LINE OF "C' STREET; AND RUNNING THENCE EASTERLY ALONG THE SAID SOUTHERLY LINE OF THIRD STREET, 80 FEET; THENCE SOUTHERLY PARALLEL WITH THE SAID EASTERLY LINE OF "C' STREET, 70 FEET; THENCE WESTERLY PARALLEL WITH THE SAID SOUTHERLY LINE OF THIRD STREET, 80 FEET; THENCE NORTHERLY PARALLEL WITH THE SAID EASTERLY LINE OF "C' STREET, 70 FEET TO THE SAID SOUTHERLY LINE OF THIRD STREET AND POINT OF BEGINNING. Sun 233 Continuum Housing Ground Lessor Estoppel 1 I APN: 011-256-36 (Affects Parcels One, Eight and Nine) and 011-256-35 (Affects Parcels Three, Five, Six and Seven) Sun 233 Continuum Housing Ground Lessor Estoppel 12