ESTOPPEL CERTIFICATE
Buyer: YNTV Property, LLC
100 St. Paul Street, Suit 800
Denver Colorado 80206
Attn: Kevin Rohnstock, General Counsel
Email: [email protected]
Seller: Ashford Yountville II LP
c/o Ashford Hospitality Prime Limited Partnership
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254
Attn: Chris Peckham and David Brooks
Re: That certain Workforce Housing Agreement dated March 31, 2006, by and between the Town of Yountville, a California municipal corporation (“Town”), and Hotel Yountville Holdings, LLC, Altamura Family, LLC, and George Altamura, Jr. LLC, as successors-in-interest to Gateway Mobilehome Park, LLC, (Hotel Yountville Holdings, LLC, Altamura Family, LLC, and George Altamura, Jr., LLC are collectively referred to herein as “Altamura Owner”), recorded on May 3, 2006 as Instrument No. 2006-0015542 of the Official Records of Napa County, California, as further assigned pursuant to that certain Assignment of Workforce Agreement dated May 11, 2017, by and between Altamura Owner, as assignor, and Ashford Yountville II LP, a Delaware limited partnership (“Owner”), as assignee, recorded on May 17, 2017 as Instrument No. 2017- 0011400 of the Official Records of Napa County, California (the “Agreement”; capitalized terms used, but not defined, herein shall have the meanings given to them in the Agreement).
Gentlemen:
We understand that YNTV Property, LLC, a Delaware limited liability company (“Buyer”), intends to purchase the real property and improvements located at 6414 Washington Street, Yountville, California, commonly known as the Hopper Creek Apartments (the “Property”), which is subject to the terms and conditions of the Agreement. As a part of such acquisition, Buyer will assume all of Owner’s obligations under the Agreement pursuant to an Assignment and Assumption of Agreement.
We are providing this Estoppel Certificate in our capacity as the “Town” under the Agreement. In such capacity, we certify, represent and warrant to Buyer, any affiliate of Buyer, Goldman Sachs Bank USA, in its capacity as lender, and any other lender providing financing for Buyer’s acquisition of the Property (together with their respective successors and assigns, “Lender”), and each of their respective successors and assigns (collectively, the “Reliance Parties”) that:
1. The Agreement is in full force and effect and has not been amended, restated, modified, supplemented, or assigned, except as described above. A true, correct, and complete copy of the Agreement, together with all of such amendments, restatements, modifications, supplements, and assignments is attached hereto as Exhibit A.
2. As of the date of this Estoppel Certificate, the current parties to the Agreement are the Town and Owner. The Town hereby waives any failure by Owner or any of its predecessors-in-interest to obtain the Town’s consent to any assignment of the Agreement.
3. As of the date of this Estoppel Certificate, (i) no notices have been given to or by the Town or its agents claiming a failure to comply with any of the terms of the Agreement that have not been resolved, (ii) there are no uncured breaches, violations, defaults, or events of default by either party under the Agreement, and (iii) to the Town’s knowledge, no event has occurred that, with the passing of time or the giving of notice, or both, would constitute a breach, violation, default, or event of default by either party under the Agreement.
4. The current Management Agent (as defined in the Workforce Housing Agreement) for the affordable units at the Property is Remington Lodging & Hospitality LLC (the “Management Agent”). The Town has approved the Management Agent in accordance with the Agreement. As of the date hereof: (a) the Management Agent is not in breach, violation, or default under the Agreement, and no event has occurred that, with the passing of time or the giving of notice, or both, would constitute a breach, violation, or default by the Management Agent under the Agreement; (b) the Town has no current plans to issue, and has not issued, any notice of intent to require the replacement of the Management Agent; and (c) the Town hereby pre-approves Peregrine Yountville Management, LLC as the successor Management Agent upon Buyer's acquisition of the Property.
5. As of the date of this Estoppel Certificate, the Town has received documentation sufficient to demonstrate that the affordable units at the Property are occupied in compliance with the Agreement as follows: (a) not less than eight (8) units are rented to Very Low Income households; (b) not less than eight (8) units are rented to Low Income households; and (c) not more than nine (9) units are rented to Moderate Income households, with one (1) unit optionally occupied by an on-site resident manager, all in accordance with the requirements of the Agreement.
6. The Town has consented, and hereby confirms its consent, to Owner's assignment to and Buyer’s assumption of all of Owner’s rights, title, interest, duties, and obligations in, to, and under the Agreement, which consent and the effectiveness of such assignment and assumption shall be conditioned upon and shall not become effective until the consummation of the closing of Buyer's acquisition of the Property from Owner (the “Closing”).
The Town further confirms that, upon the occurrence of the Closing, the consummation of the transaction in which Buyer purchases the Property from Owner will not result in any violation of or under the Agreement.
7. All approvals and other actions required to authorize the undersigned’s execution of this Estoppel Certificate have been received or otherwise taken. The undersigned acknowledges that the Reliance Parties may rely upon and will rely upon this Estoppel Certificate.
Executed this ___ day of May, 2026.
THE TOWN:
THE TOWN OF YOUNTVILLE,
a California municipal corporation
By:___________________________
Name:
Title:
Exhibit A
True, Correct, and Complete Copy of Workforce Housing Agreement [Attached.]