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  Agenda Item   28.    
City Council Meeting
Meeting Date: 11/16/2021  
FROM: Bill Gallardo

Estoppel Certificates Related to the City's Hotel Commercial Property located 900 E. Birch Street (Lessee: PropCo, LLC)
Authorize the City Manager to execute the attached Estoppel Certificate and Agreement of Lessor (Estoppel Certificate/Investor) in favor of Brea JV HOLDCO, LLC and BIG REAL ESTATE FUND II, L.P. (collectively, the Financing Parties); the Estoppel Certificate and Agreement of Lessor (Estoppel Certificate/Lender) in favor of Wilmington Trust with Rialto Capital Advisors, LLC (together, the Lender) and the Estoppel Certificate regarding the recorded Easement Agreements (Estoppel Certificate/Easements) related to additional financing agreements between Brea PropCo, LLC (PropCo) and Brea OpCo, LLC, (OpCo)(collectively, the Borrower) and the Financing Parties.
The City of Brea, as successor to the Brea Foundation and Former Brea Redevelopment Agency (Former Agency) owns property located at 900 E. Birch Street, adjacent to the Brea Civic and Cultural Center. The property is occupied by the Embassy Suites Hotel through a ground sublease with PropCo (Lessee).  PropCo is the successor to Brea Hotel Joint Venture (BHJV) and Nesibtt Partners Brea Venture, Ltd. (Nesbitt).  PropCo subleases the property to Brea OpCo LLC (OpCo, together with PropCo, the Borrower).  Additionally, there are easement agreements related to the Hotel property which involve the ring road around the Brea Mall between the Brea Mall property owner, Corporate Property Investors, the Former Agency and BHJV (Ring Road Easement) and shared parking between the City and Nesbitt (Parking Easement).

From time to time, the Lessee or Borrower requires the City to execute an Estoppel Certificate to confirm the terms of the ground sublease and/or easement agreements to a lender and/or investor.  At this time, PropCo is obtaining additional financing from the Financing Parties and is requesting that the City execute the attached Estoppel Certificate/Investor, Estoppel Certificate/Lender and Estoppel Certificate/Easements.  The proposed documents have been reviewed by the City Attorney's office and are consistent with similar documents previously executed by the City.
There is no fiscal impact to the City related to this action.
William Gallardo, City Manager
Prepared by: Cindy Russell, Administrative Services Director

Estoppel Certificate/Investor
Estoppel Certificate/Lender
Estoppel Certificate/Easements

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