HomeMy WebLinkAboutGuillon/Honeycutt Main 35, LLC 2020-02-28Cou No. 1 '1 - L 2 3
LEASE ASSIGNMENT
THIS LEASE ASSIGNMENT is made effective the 2-1.1 day, of
, 2020 by and among CITY OF UKIAH, a Municipal Corporation (the
"Lessor"), ILLON, INC., a California Corporation (the "Assignor"), and
GUILLON/HONEYCUTT MAIN 35, LLC, a California limited liability company (the
"Assignee").
RECITALS
WHEREAS, Lessor and Butte Creek Property Corporation, a California
corporation entered into that certain Lease Agreement with Option to Purchase effective
February 20, 2018 for property located In Mendocino County, California (APNs: 002-
153-30 and 002-153-04) (the "Lease);
WHEREAS, Butte Creek Property Corporation, a California corporation ("Butte
Creek") was originally the Tenant under the Lease through February 25, 2018. Butte Creek
assigned the Lease to the Assignor on February 26, 2018.
AGREEMENT
NOW, THEREFORE, Assignor, Assignee, and Lessor contract as follows:
1. Assignment. Assignor hereby assigns and transfers to Assignee all of
Assignor's right, title, and interest in and to the Lease and Assignee accepts such
assignment. Assignee expressly assumes and agrees to keep, perform, and fulfill all the
terms, covenants, conditions, and obligations, required to be kept,. performed, and
fulfilled by Assignor as Tenant under the Lease, including the making of all payments
due to or payable on behalf of Lessor under the Lease when due and payable.
2. Representation. The Assignor represents and acknowledges to the other
parties, to the best of its knowledge, that Lessor has fully performed any and all
obligations and duties required of Lessor under the Lease. The Lessor represents and
acknowledges to the other parties, to the best of their knowledge, that Assignor has fully
performed any and ail obligations and duties required of Assignor under the Lease.
3. Obligation of Assignor Continues. Lessor hereby consents to the
assignment to the Assignee described in Paragraph 1., waiving none of the Lessor's rights
under the Lease as to the Assignor. The Assignor shall continue to be liable to the Lessor
for full payment and prompt performance of all of the terms and provisions of the Lease.
EXECUTION
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as
of the effective date first above written.
LESSOR:
CITY OF UKIAH, a California
Municipal Corporation
By:
ASSIGNOR:
GUILLON, INC., a California
Corporation
By:
DOUG AS 7. GaiLLu-
res� ent
ASSIGNEE:
GUILLON/HONEYCUTT MAIN 35
LLC, a California limited liability
company
ByC
Managing Member
ESTOPPEL CERTIFICATE
The undersigned City of Ukiah, A Municipal Corporation ("Landlord"), hereby certifies to SAVINGS
BANK OF MENDOCINO COUNTY, a California banking corporation ("Lender"), as follows:
1. Attached hereto is a true, correct and complete copy of that certain Lease dated February
20, 2018 by and among Landlord, as lessor and Butte Creek Property Corporation (the
"Assignor") and The City of Ukiah, A Municipal Corporation (the "Lessor") assigned to
Guillon, Inc., a California Corporation (the "Assignee") from Butte Creek Property
Corporation (the "Assignor") on February 26, 2018, assigned to Guillon/Honeycutt Main 35,
LLC, a California Limited Liability Company (the "Assignee") from Guillon, Inc., a California
Corporation (the "Assignor") on
2. The Lease, as attached hereto, represents the entire agreement between the parties as to
lease of the Leased Property commonly known as 345 N. Main Street and 215 Norton
Street, Ukiah, CA 95482, is now in full force and effect, and has not been amended,
modified or supplemented unless attached.
3. The Lease is in full force and effect and, in respect of Landlord, remains a legal, valid and
binding agreement enforceable in accordance with its terms, subject only to general
principles of equity relating to enforceability.
4. The rent due under the Lease has been paid in full as of the date hereof.
5. Landlord has no claims, offsets or defenses that relieve, excuse, diminish or alter any of
Landlord's obligations under the Lease, including the performance or enforcement of any
such obligations.
6. No notice has been given to Landlord regarding any default on the Lease by Landlord that
has not been fully cured by or on behalf of such party.
7. To the best of Landlord's knowledge, there are no defaults on the part of Tenants under
Lease, and there are no events or conditions currently existing (or with the passage of time,
giving of notice or both, which would exist) that would give Landlord the right to cancel or
terminate the Lease.
Dated: February 28, 2020 "Landlord"
City of Ukiah, a Municipal Corporation
By:
Name ' tle: a• -' angiacomo, City Manager
By:
Name/Title:
By:
LEASE ASSIGNMENT
• THIS LEASE ASSIGNMENT is made effective thee' "day, ofi tf(,\(X \ , 2018
by and among CITY OF UKIAH, A MUNICIPAL CORPORATION (the "Lessor"), BU,ITE CREEK
PROPERTY CORPORATION, A CALIFORNIA CORPORATION (the "Assignor"), and GUILLON,
INC, A CALIFORNIA CORPORATION (the "Assignee").
RECITALS
WHEREAS, Lessor and Assignor entered into that certain Lease Agreement for property located
in Mendocino County, State of California (APN's: 002-153-30 and 002-153-04) (the "Lease);
WHEREAS, Assignor now desires to assign its interest in the Lease to Assignee, and Assignee
desires to accept such assignment, pursuant to the terms and conditions stated below;
AGREEMENT
NOW, THEREFORE, Assignor, Assignee, and Lessor contract as follows:
I. Assikanreirt. Assignor hereby assigns and transfers to Assignee all of Assignor's right,
title,.and interest in and to the Lease and Assignee accepts such assignment. Assignee expressly assumes
and agrees to keep, perform, and fulfill all the terms, covenants, conditions, and obligations, required to
be kept, performed, and fulfilled by Assignor as Tenant under the Lease, including the making of all
payments due to or payable on behalf of Lessor under the Lease when due and payable.
2, Representation. The Assignor represents and acknowledges to the other parties, to the
best of its knowledge, that Lessor has fully performed any and all obligations and duties required of
Lessor under the Lease, The Lessor represents and acknowledges to the other parties, to the best of their
knowledge, that Assignor has fully performed any and all obligations and duties required of Assignor
under the Lease.
3. Obli'atian of Assir>nar Terminates. Lessor hereby consents to the assignment to the
Assignee described in Paragraph I., and releases and waives any and all of the Lessor's rights under the
Lease as to the Assignor. The Assignor shall have no further liability to the Lessor under the terms and
provisions of the Lease once the Lease is assigned to the Assignee.
EXECUTION
- IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the effective
date first above written.
ASSIGNOR:
BUTTE CREEK PROPERTY
CORPO TION, a California corporation
By: (" ") i. i
DA ' N M. STAFFORD President
1
ASSIGNEE:
GUILLON, INC, a California
corporation
O170 LAS-JrGt&I{:L-0N;-,Iitlf'
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
truthfi►lness, accuracy, or validity of that document.
State of California
County of Butte
On February 26, 2018 before me T. FLOWERS, notary public, personally appeared DAWN
M. STAFFORD 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 sane 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.
WITNESS my hand and official seal.
r
Signature:
a,,.„ .ter
T. FLOWERS
NOTARY PUBUC • CALIFORNIA
COMMISSION d 2227546 e
BUTTE COUNTY
My Comm. Exp. Fobruary 2. 2022
(Seal)
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 California
County of Butte
On FEBRUARY 26, 2018 before me D. STAFFORD, notary public, personally appeared
DOUGLAS J. GUILLON 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.
WITNESS my hand and official seal.
Signature:
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COUIUIY OF GUTrE
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Loan No: 9010022831
LANDLORD'S RELEASE AND CONSENT
(Continued) Page 3
LANDLORD: LENDER:
CITY OF UKIAH
By:
By:
Authfuzed Signe or CITY OF UKIAH
Authorized Signer for CITY OF UKIAH
SAVINGS BANK OF ME OCINO COUNTY
X
Autho ized 0 icer
_esewPro. UV 19.4.10.036 Cop• Sensate. USA Corporation 1997. 2020. AMRghls Rsarnd. - CA C. 1CFIwIN•CFIILPL.E45. FC TR.10112 07.45
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Savings Bank
OF MENDOCINO COUNTY
re.e.wie
"0000000090 0022831057502282020'
COPY
LANDLORD'S RELEASE AND CONSENT
Principal
Loan Date
02-28-2020
Maturity
03-05-2035
Loan No
9010022831
Call / Coll
30
Account
Officer !nit
VSN
References
in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan o item.
Any item above containing "" *" has been omitted due to text length limitations.
Borrower:
GUILLON/HONEYCUTT MAIN 35, LLC
2550 LAKEWEST DR. SUITE 50
CHICO, CA 95928
Lender: Savings Bank of Mendocino County
Main Office
PO BOX 3600
200 N SCHOOL ST
UKIAH, CA 95482
THIS LANDLORD'S RELEASE AND CONSENT is entered into among GUILLON/HONEYCUTT MAIN 35, LLC ("Borrower"), whose address is
2550 LAKEWEST DR. SUITE 50. CHICO, CA 95928; Savings Bank of Mendocino County ("Lender"), whose address is Main Office, PO BOX
3600, 200 N SCHOOL ST, UKIAH; CA 95482; and CITY OF UKIAH ("Landlord"), whose address is 300 SEMINARY AVE.. UKIAH, CA 95482.
Borrower and Lender have entered into, or are about to enter into, an agreement whereby Lender has acquired or will acquire a security interest
or other interest in the Collateral. Some or all of the Collateral may be affixed or otherwise become located on the Premises. To induce Lender
to extend the Loan to Borrower against such security interest in the Collateral and for other valuable consideration, Landlord hereby agrees with
Lender and Borrower as follows.
COLLATERAL DESCRIPTION. The word "Collateral" means certain of Borrower's personal property in which Lender has acquired or will acquire
a security interest, including without limitation the following specific property:
ALL FURNITURE, FIXTURES AND EQUIPMENT.
BORROWER'S ASSIGNMENT OF LEASE. Borrower hereby assigns to Lender all of Borrower's rights in the Lease, as partial security for the
Loan. The parties intend that this assignment will be a present transfer to Lender of all of Borrower's rights under the Lease, subject to
Borrower's rights to use the Premises and enjoy the benefits of the Lease while not in default on the Loan or Lease. Upon full performance by
Borrower under the Loan, this assignment shall be ended, without the necessity of any further action by any of the parties. This assignment
includes all renewals of and amendments to the Lease or the Loan, until the Loan is paid in full. No amendments may be made to the Lease
without Lender's prior written consent, which shall not be unreasonably withheld or delayed.
CONSENT OF LANDLORD. Landlord consents to the above assignment. If Borrower defaults under the Loan or the Lease, Lender may reassign
the Lease, and Landlord agrees that Landlord's consent to any such reassignment will not be unreasonably withheld or delayed. So long as
Lender has not entered the Premises for the purpose of operating a business, Lender will have no liability under the Lease, including without
limitation liability for rent. Whether or not Lender enters into possession of the Premises for any purpose, Borrower will remain fully liable for all
obligations of Borrower as lessee under the Lease. While Lender is in possession of the Premises, Lender will cause all payments due under the
Lease and attributable to that period of time to be made to Landlord. If Lender later reassigns the Lease or vacates the Premises, Lender will
have no further obligation to Landlord.
LEASE DEFAULTS. Both Borrower and Landlord agree and represent to Lender that, to the best of their knowledge, there is no breach or offset
existing under the Lease or under any other agreement between Borrower and Landlord. Landlord agrees not to terminate the Lease, despite
any default by Borrower, without giving Lender written notice of the default and an opportunity to cure the default within a period of sixty (60)
days from the receipt of the notice. If the default is one that cannot reasonably be cured by Lender (such as insolvency, bankruptcy, or other
judicial proceedings against Borrower), then Landlord will not terminate the Lease so long as Landlord receives all sums due under the Lease for
the period during which Lender is in possession of the Premises, or so long as Lender reassigns the Lease to a new lessee reasonably
satisfactory to Landlord.
DISCLAIMER OF INTEREST. Landlord hereby consents to Lender's security interest (or other interest) in the Collateral and disclaims all
interests, liens and claims which Landlord now has or may hereafter acquire in the Collateral. Landlord agrees that any lien or claim it may now
have or may hereafter have in the Collateral will be subject at all times to Lender's security interest (or other present or future interest) in the
Collateral and will be subject to the rights granted by Landlord to Lender in this Agreement.
ENTRY ONTO PREMISES. Landlord and Borrower grant to Lender the right to enter upon the Premises for the purpose of removing the Collateral
from the Premises or conducting sales of the Collateral on the Premises. The rights granted to Lender in this Agreement will continue until a
reasonable time after Lender receives notice in writing from Landlord that Borrower no longer is in lawful possession of the Premises. If Lender
enters onto the Premises and removes the Collateral, Lender agrees with Landlord not to remove any Collateral in such a way that the Premises
are damaged, without either repairing any such damage or reimbursing Landlord for the cost of repair.
MISCELLANEOUS PROVISIONS- The following miscellaneous provisions are a part of this Agreement: This Agreement shall extend to and bind
the respective heirs, personal representatives, successors and assigns of the parties to this Agreement. The covenants of Borrower and
Landlord respecting subordination of the claim or claims of Landlord in favor of Lender shall extend to, include, and be enforceable by any
transferee or endorsee to whom Lender may transfer any claim or claims to which this Agreement shall apply. Lender need not accept this
Agreement in writing or otherwise to make it effective. This Agreement shall be governed by and construed in accordance with the laws of the
State of California. If Landlord is other than an individual, any agent or other person executing this Agreement on behalf of Landlord.represents
and warrants to Lender that he or she has full power and authority to execute this Agreement on Landlord's behalf. Lender shall not be deemed
to have waived any rights under this Agreement unless such waiver is in writing and signed by Lender. Without notice to Landlord and without
affecting the validity of this Consent, Lender may do or not do anything it deems appropriate or necessary with respect to the Loan, any obligors
on the Loan, or any Collateral for the Loan; including without limitation extending, renewing, rearranging, or accelerating any of the Loan
indebtedness.
AMENDMENTS. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as
to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and
LANDLORD'S RELEASE AND CONSENT
Loan No: 9010022831 (Continued) Page 2
signed by the party or parties sought to be charged or bound by the alteration or amendment.
NO WAIVER BY LENDER. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other
right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand
strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between
Lender and Landlord, shall constitute a waiver of any of Lender's rights or of any of Landlord's obligations as to any future transactions.
Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender.in any instance shall not constitute
continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole
discretion of Lender.
SEVERABILITY. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any
circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the
offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so
modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of
any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically
stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms
used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise
defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:
Agreement. The word "Agreement" means this Landlord's Release and Consent, as this Landlord's Release and Consent may be amended
or modified from time to time, together with all exhibits and schedules attached to this Landlord's Release and Consent from time to time.
Borrower. The word "Borrower" means GUILLON/HONEYCUTT MAIN 35, LLC and includes all co-signers and co -makers signing the Note
and all their successors and assigns.
Collateral. The word "Collateral" means all of Borrower's right, title and interest in and to all the Collateral as described in the Collateral
Description section of this Agreement.
Landlord. The word "Landlord" means CITY OF UKIAH, and is used for convenience purposes only. Landlord's interest in the Premises
may be that of a fee owner, lessor, sublessor or lienholder, or that of any other holder of an interest in the Premises which may be, or may
become, prior to the interest of Lender.
Lease. The word "Lease" means that certain lease of the Premises, dated February 20, 2018, between Landlord and Borrower. The Lease
was recorded as follows: RECORDED ON AUGUST 13, 2018 AS DOCUMENT NO. 2018-09877 OF OFFICIAL RECORDS, MENDOCINO
COUNTY.
Lender. The word "Lender" means Savings Bank of Mendocino County, its successors and assigns.
Loan. The word "Loan" means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter
existing, and however evidenced.
Note. The word "Note" means the Note dated February 28, 2020 and executed by GUILLON/HONEYCUTT MAIN 35, LLC in the principal
amount of $3,900,000.00, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and
substitutions for the note or credit agreement.
Premises. The word "Premises" means the real property located in MENDOCINO County, State of California, commonly known as 345 N.
MAIN STREET AND 215 NORTON STREET, UKIAH, CA 95482, and legally described as:
AS PER EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF Property tax Identification number is 002-153-30 AND
002-153-04.
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the.Loan.
BORROWER AND LANDLORD ACKNOWLEDGE HAVING READ ALL THE PROVISIONS OF THIS LANDLORD'S RELEASE AND CONSENT, AND
BORROWER AND LANDLORD AGREE TO ITS TERMS. THIS AGREEMENT IS DATED FEBRUARY 28, 2020.
BORROWER:
GUILLON/HONEYCUTT MAIN 35, LLC
By:
S J. GUILLON, Manager
GUILLON/HON
STEPHEN D. HONEYCUTT, Manager of
GUILLON/HONEYCUTT MAIN 35, LLC