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entity controlled by Eden Housing, which would continue to operate the development in accordance with the Ground Lease and other regulatory requirements. The City would continue its role of coordinating property management with Eden Housing and providing project financial support. As indicated at the time, this arrangement provides a number of advantages including retaining Eden Housing's considerable experience with owning and operating affordable housing developments. As a result of this arrangement, there will be no changes to property finances, rents and /or operations. The City's relationship with Eden Housing will continue as it has for the past twenty years and Barcelon will continue providing property management for the development. DISCUSSION The attached Assignment and Assumption of Limited Partner Interest and Amendment to the Partnership Agreement of Ridge View Commons Associates, memorializes the ownership transfer that was anticipated in 1989 and that was approved conceptually by the City Council in the March 2004. Upon approval of the agreement, Chevron U.S.A., Inc., will transfer its interest in the RVA to Eden Housing, Inc., who will become the new Limited Partner. With this action, Chevron U.S.A., Inc., will no longer have an interest in Ridge View Commons and the Partnership will be controlled by Eden Housing and its affiliates. As indicated, the Option Agreement approved in 1989 as part of overall project approvals facilitates the transfer of the Limited Partner for a sales price of $225,000. Since the project's inception, the City has committed to loan the $225,000 to Eden Housing from the City's Lower Income Housing Fund. Specifically, in recognition of the City's agreement to assume responsibility for any potential Ridge View Commons operating deficit, the City's overall contributions to the development of the project, and for payment of the $225,000, the City received a development fee of $1.7 million from RVC. The City has since transferred those funds to the City's Lower Income Housing Fund, and as a result, the $225,000 will come from proceeds received from the Partnership, not private developers. Nevertheless, because these are now City funds, Eden Housing has agreed to structure a loan agreement with the City. Like other loan agreements for Ridge View Commons, the City does not anticipate repayment of these funds unless the property is sold, which is not anticipated, or as part of a mortgage refinancing or resyndication with a new tax credit investor, which may occur at some time in the future to generate financial capital to address future project capital improvements. Page 3 of 4