HomeMy WebLinkAboutEstoppel Certificate ESTOPPEL CERTIFICATE
This ESTOPPEL CERTIFICATE ("Estoppel"), dated as of 2020 (the
"Effective Date"), is executed by the City of Meridian, a municipal corporation of the State of
Idaho ("Lessor"), in favor of Lakeview Meridian Investors, LLC, an Idaho limited liability
company, T. Erik Oaas and Steven H. Laney (collectively, "Lessee") and Western Ada Recreation
District, an Idaho recreation district created and organized under Title 31 , Chapter 43 of the Idaho
Code ("Transferee") .
RECITALS
A. Lessor is presently the holder of the lessor' s interest under the provisions of that certain
Agreement of Lease dated as of October 3 , 1978 , as amended May 17, 2005 , May 31 , 2006,
September 17, 2013 and December 1 , 2015 (collectively, the "Lease"), by and between Lessor and
Lessee, pursuant to which Lessee is leasing from Lessor certain real property and related interests
in Ada County, State of Idaho, as more particularly described in the Lease which includes an 18 -
hole golf course, driving range and golf practice facility, golf pro shop, bar and restaurant and
related facilities located at 4200 W. Talamore Boulevard, Meridian, Idaho 83646 (the "Premises") .
B. Lessee and Transferee have entered into that certain Asset Purchase Agreement (the
"Purchase Agreement") , pursuant to which Transferee has agreed to purchase and Lessee has agreed
to sell certain of Lessee ' s assets , properties and contractual rights used in connection with the
business operated on the Premises, including but not limited to all of Lessee ' s rights and
obligations pursuant to the Lease at the closing of the transactions contemplated by the Purchase
Agreement, contingent upon Lessor' s execution and delivery of this Estoppel ;
C. Pursuant to Section 14 of the Lease, the transaction contemplated by the Purchase
Agreement constitutes an "assignment" of the Lease which requires the consent of Lessor;
D. Lessor has executed that certain Assignment of Lease for the Provision of Golf Court
Operations at City of Meridian ' s Lakeview Municipal Golf Course dated August 11 , 2020
("Consent") setting forth it ' s conditional consent to the assignment of the Lease by Lessee to
Transferee; and
E. Lessor is willing to execute this Estoppel to make certain representations and covenants
as set forth herein .
NOW, THEREFORE, with the understanding that Lessee and Transferee will be relying on
each of the statements contained in this Estoppel, Lessor hereby agrees as follows :
1. Definitions . Capitalized terms not defined in this Estoppel shall have the meanings
ascribed to them in the Lease .
I Consent to Assignment and Release. Lessor hereby confirms its consent to the
assignment of the Lease to Transferee on the terms and conditions set forth in the Consent. Upon
the closing of the transactions set forth in the Purchase Agreement, Lessor hereby forever
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discharges and unconditionally releases Lessee from any and all covenants and obligations under
the Lease.
3 Reliance. Lessor is executing this Estoppel with the intent that Transferee and
Lessee are entitled to rely and are relying on this Estoppel and the certifications made by Lessor
herein.
4, Lease Estoppel. Lessor certifies as follows : (a) a true and accurate copy of the
agreements constituting the "Lease" are set forth on Exhibit A; (b) Lessee is current in the payment
of rent and to the knowledge of Lessor, Lessee is not otherwise in default under the terms and
conditions of the Lease, nor has there occurred any event, act, or omission that with notice or lapse
of time would be a default under the Lease by Lessee; (c) the Lease is in full force and effect and
has not been modified or amended in any manner whatsoever except as shown on Exhibit A.
5. Authority. Lessor represents and warrants that it is duly authorized to execute this
Estoppel and perform its obligations hereunder, and that the person signing this Estoppel on its
respective behalf is duly authorized to sign on behalf of Lessor.
6* Successors and Assigns. This Estoppel shall be binding upon Lessor and its
successors, transferees and assigns, and inure to the benefit of Transferee and Lessee and their
respective successors, transferees and assigns, except as may be limited by bankruptcy,
reorganization, insolvency, and other laws affecting creditors ' rights in general .
IN WITNESS WHEREOF, Lessor has executed this Estoppel as of the date first written
above .
LESSOR :
CITY OF MERDIAN
By :
el obe t E . S ' ison , Mayor
O, yp ED AUG
Attest : G0 ?1
cot City of
(:MIE PIDIAN -
Chris Joh City Cle IDANO
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SEAL
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EXHIBIT A
LEASE
Agreement of Lease dated October 3 , 1978
Assignment of Lease and Amended Lease Agreement dated May 17, 2005
Agreement dated May 31 , 2006
2013 Addendum to the Lease Agreement dated September 17, 2013
Addendum to City of Meridian Lease Agreement dated December 1 , 2015
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