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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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4854-3151-6602 v3 6 <br /> <br />1.4 COST SAVINGS. Within ten (10) business days after the Investor Limited <br />Partner pays its capital contribution following the issuance of the IRS Form 8609 for the Project, <br />Borrower shall pay to the City as a reduction of the outstanding principal balance of this Note, a <br />one-time payment in the amount of Fifty Percent (50%) of Excess Proceeds. “Excess Proceeds” <br />shall mean the sum of all sources of funding received by Borrower to finance the leasing of the <br />Property and the acquisition and rehabilitation of the Project, including without limitation, <br />construction and permanent loans, equity contributions, and grants and loans from private or <br />public agency sources, less the sum of actual uses as shown on the final cost certificate for the <br />Project. For the purpose of calculating Excess Proceeds, Project sources of funding shall take <br />into consideration any reduction or increase in equity contributions by the Investor Limited <br />Partner, including any additional contribution due to an upward credit adjustor. In the event that <br />any “upward credit adjuster” is paid to Borrower that has not been included in the calculation of <br />Excess Proceeds pursuant to this Section, one-half of any such amount shall be paid to City as a <br />reduction of the outstanding principal balance of this Note within thirty (30) days after <br />Borrower’s receipt of such funds. If other public agency lenders require payment of Excess <br />Proceeds, then Excess Proceeds shall be allocated among the City and such lenders pro rata in <br />proportion to each lender’s financial contribution to the Project. <br /> <br />1.5 DUE ON SALE. The entire unpaid principal balance and all interest and other <br />sums accrued hereunder shall be due and payable upon the Transfer absent City consent, of all or <br />any part of the Project or the Property or any interest therein other than a Transfer permitted <br />without City consent pursuant to the Ground Lease. Without limiting the generality of the <br />foregoing, this Note shall not be assumable without City’s prior written consent, which consent <br />may be granted or denied in City’s sole discretion. <br /> <br />1.6 RESYNDICATION/REFINANCING. Borrower shall pay to City as a reduction <br />of the outstanding balance of this Note, the amount equal to fifty percent (50%) of the Net <br />Proceeds of Project refinancing or resyndication in accordance with this Section. For purposes <br />of this Section “Net Proceeds” means all proceeds of refinancing or resyndication less: (a) the <br />amount used to repay the refinanced debt, (b) reasonable out-of-pocket expenses Borrower is <br />required to pay to third parties in connection with the refinancing or resyndication, including fees <br />and closing costs reasonably incurred by Borrower, (c) the reasonable costs paid by Borrower to <br />rehabilitate, construct and install capital improvements to the Project as approved by City in <br />writing (including without limitation reasonable architects’ and engineers’ fees incurred in <br />connection with such capital improvements), (d) any reasonable increase in Project reserves that <br />Borrower is required to fund as a condition to such refinancing or resyndication, provided that <br />Borrower actually funds such reserves and such reserves are held for Borrower’s benefit by a <br />third-party financial institution, (e) if applicable, the reasonable amount required to be paid to <br />purchase the Investor Limited Partner’s interest in the Partnership provided that the Investor <br />Limited Partner that is being replaced is not affiliated with Eden, and provided further that such <br />amount does not exceed the fair market value of such interest as reasonably and customarily <br />determined for such interests in partnerships that own and operate affordable housing <br />developments financed with low-income housing tax credits and located in the greater San <br />Francisco Bay Area, and (f) other uses of proceeds approved by City in the exercise of City’s <br />sole discretion. All Net Proceeds shall be used to pay down the outstanding balance of this Note
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