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RES 2024040
City of Pleasanton
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RES 2024040
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6/18/2024 4:24:22 PM
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CITY CLERK
CITY CLERK - TYPE
RESOLUTIONS
DOCUMENT DATE
6/4/2024
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<br />4879-3324-5885v3 <br />20 <br />occupancy as their principal residence in accordance with this Agreement; (iv) assignments <br />creating security interests for the purpose of financing the acquisition, rehabilitation, <br />construction, or permanent financing of the Project or the Property provided that such financing <br />is Approved Financing (as defined in the Ground Lease), or Transfers directly resulting from the <br />foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest; (v) a <br />Transfer of the Project and Owner’s interest in the Property or a Transfer of the limited partner’s <br />interest in Owner to a tax-exempt entity under the direct control of or under common control <br />with Eden Housing Inc., a California nonprofit public benefit corporation (“Eden”); (vi) a <br />Transfer to a limited partnership or limited liability company in which a tax-exempt affiliate of <br />Eden is the managing general partner or managing member/sole member, as applicable; (vii) the <br />admission of limited partners and any transfer of limited partnership interests in accordance with <br />Owner’s agreement of limited partnership (the “Partnership Agreement”); (viii) the removal of <br />Owner’s general partner by the limited partner of Owner for a default under the Partnership <br />Agreement, provided that the replacement general partner is an entity reasonably satisfactory to <br />City or is an affiliate of a limited partner of Owner that will serve as general partner for an <br />interim period of no more than 180 days during which time a permanent replacement general <br />partner reasonably satisfactory to City shall be identified and admitted; (ix) the transfer of the <br />general partner’s interest to a nonprofit entity that is tax-exempt under Section 501(c)(3) of the <br />Internal Revenue Code of 1986 as amended or to a limited liability company whose sole member <br />is a nonprofit entity that is tax-exempt under Section 501(c)(3) of the Internal Revenue Code of <br />1986 as amended, provided such replacement general partner is reasonably satisfactory to City; <br />or (x) the transfer of the Project and Owner’s interest in the Property or a Transfer of the limited <br />partner’s interest in Owner to Owner’s general partner, Eden or an affiliate of Eden pursuant to <br />an option or right of first refusal granted such parties pursuant to the Partnership Agreement. <br /> 8.3 Requirements for Proposed Transfers. The City may, in the exercise of its sole <br />discretion, consent to a proposed Transfer of this Agreement, the Project, and Owner’s interest in <br />the Property, or part thereof if all of the requirements set forth in this Section 8.3 are met <br />(provided however, the requirements of this Section 8.3 shall not apply to Transfers described in <br />clauses (i), (ii), (iii), (iv), and (vii) of Section 8.2, and solely with respect to the removal of the <br />general partner by the limited partner for a default under the Partnership Agreement and the <br />replacement of the general partner with an affiliate of the limited partner for an interim period of <br />not more than 180 days, clause (viii) of Section 8.2; provided that the provisions of this Section <br />8.3 shall apply to the selection of a replacement general partner after such interim period. <br /> <br />(i) The proposed transferee demonstrates to the City’s satisfaction that <br />it has the qualifications, experience and financial resources necessary and adequate as <br />may be reasonably determined by the City to competently complete rehabilitation of the <br />Project, manage the Project and otherwise fulfill the obligations undertaken by the Owner <br />under this Agreement. The assumption of such obligations shall be documented in an <br />assignment and assumption agreement in form approved by City. <br /> <br />(ii) The Owner and the proposed transferee shall submit for City <br />review and approval all instruments and other legal documents proposed to effect any <br />Transfer of all or any part of or interest in the Property, the Project or this Agreement <br />together with such documentation of the proposed transferee’s qualifications and
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