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03
City of Pleasanton
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2/25/2016 4:13:47 PM
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CITY CLERK
CITY CLERK - TYPE
AGENDA REPORT
DOCUMENT DATE
3/1/2016
DESTRUCT DATE
15Y
DOCUMENT NO
03
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Internal Revenue Code of 1986 as amended, or to a limited liability company whose sole <br /> member is a nonprofit entity that is tax-exempt under Section 501(c)(3)of the Internal Revenue <br /> Code of 1986 as amended,provided such replacement general partner is reasonably satisfactory <br /> to City. <br /> 8.4 Requirements for Proposed Transfers. The City may, in the exercise of its sole <br /> discretion,consent to a proposed Transfer of this Agreement,the Property, the Improvements or <br /> part thereof if all of the following requirements are met(provided however,the requirements of <br /> this Section 8.4 shall not apply to Transfers described in clauses(i), (ii), (iii), (iv), and(vii) of <br /> Section 8.3, and solely with respect to removal of the general partner by the investor limited <br /> partner for a default under the Partnership Agreement, clause(viii) of Section 8.3,provided that <br /> the provisions of this Section 8.4 shall apply to the selection of a replacement general partner in <br /> the event of a removal of the general partner in accordance with clause (viii)of Section 8.3): <br /> (i) The proposed transferee demonstrates to the City's satisfaction that it has <br /> the qualifications, experience and financial resources necessary and adequate as may be <br /> reasonably determined by the City to competently complete and manage the Project and to <br /> otherwise fulfill the obligations undertaken by the Developer under this Agreement. <br /> (ii) The Developer and the proposed transferee shall submit for City review <br /> and approval all instruments and other legal documents proposed to effect any Transfer of all or <br /> any part of or interest in the Property,the Improvements or this Agreement together with such <br /> documentation of the proposed transferee's qualifications and development capacity as the City <br /> may reasonably request. <br /> (iii) The proposed transferee shall expressly assume all of the rights and <br /> obligations of the Developer under this Agreement and the other City Documents arising after <br /> the effective date of the Transfer and all obligations of Developer arising prior to the effective <br /> date of the Transfer(unless Developer expressly remains responsible for such obligations)and <br /> shall agree to be subject to and assume all of Developer's obligations pursuant to the Conditions <br /> of Approval and all other conditions, and restrictions set forth in this Agreement. <br /> (iv) The Transfer shall be effectuated pursuant to a written instrument <br /> satisfactory to the City in form recordable in the Official Records. <br /> (v) The final form of the Partnership Agreement and any subsequent <br /> amendments that affect the City's economic interests under this Agreement or the City <br /> Documents shall be subject to City's review and approval. <br /> Consent to any proposed Transfer may be given by the City's Authorized <br /> Representative unless the City's Authorized Representative, in his or her discretion,refers the <br /> matter of approval to the City Council. If the City has not rejected a proposed Transfer or <br /> requested additional information regarding a proposed Transfer in writing within forty-five(45) <br /> days following City's receipt of written request by Developer,the proposed Transfer shall be <br /> deemed approved. <br /> OAK#4822-6539-6013 v3 27 <br />
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