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RESOLUTION NO. 2024-059 <br /> A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PLEASANTON <br /> APPROVING AN ASSIGNMENT AND ASSUMPTION OF GROUND LEASE, CONSENT <br /> TO TRANSFER OF PROJECT, AND GRANT OF OPTION TO EXTEND GROUND <br /> LEASE TERM FOR PROMENADE APARTMENTS <br /> WHEREAS, the City is the owner of a fee interest in a certain real property located at <br /> 5300 Case Avenue in Pleasanton, Alameda County, California which has been subdivided into <br /> two condominium parcels (collectively, the "Property"), as more particularly described and <br /> attached hereto as Exhibit A; and <br /> WHEREAS, City and A.F. Evans Company, Inc. ("AF Evans") entered into a Disposition <br /> and Development Agreement dated December 12, 1992 ("DDA") pertaining to development of <br /> the Property. Evans assigned its interests under the DDA to Case Avenue Associates (Case) <br /> and Promenade Housing Associates (Promenade). Concurrently with such assignment, <br /> pursuant to a Ground Lease dated as of April 1, 1996, City, as lessor leased the Property to <br /> Case and Promenade collectively as lessee. Case and Promenade are limited partnership <br /> entities controlled by affiliates of AF Evans. A memorandum of the Ground Lease was recorded <br /> in the official records of Alameda County on April 10, 1996 as Instrument No. 96-088636, and <br /> subsequently amended; and <br /> WHEREAS, pursuant to the Ground Lease, the Property was developed with a 68-unit <br /> affordable multifamily rental residential project (the Affordable Project), and a 78-unit market- <br /> rate multifamily rental residential project (the Market Rate Project), collectively referred to as the <br /> "Project". During the initial term of the Ground Lease, Case is the owner of the Affordable <br /> Project, and Promenade is the owner of the Market Rate Project; and <br /> WHEREAS, on January 27, 2011, the City consented to the substitution of Bayside <br /> Communities, LLC ("Bayside") for A.F. Evans Company, Inc. as the General Partner of Case <br /> Avenue Associates and the General Partner of Promenade Housing Associates; and <br /> WHEREAS, Bayside Communities notified the City that they are currently under contract <br /> with OAHS Promenades LP ("OAHS Promenades") to purchase the Project; and <br /> WHEREAS, OAHS Promenades has requested that the City enter into an Assignment <br /> and Assumption of Ground Lease, Consent to Transfer the Project, and Grant of Option to <br /> Extend Ground Lease Term, which is the framework for the City to 1) consent to the assignment <br /> and assumption of the Ground Lease from Case and Promenade to OAHS Promenades, 2) <br /> consent to the conveyance of the Project from Case and Promenade to OAHS Promenades, 3) <br /> grant an option to extend the term of the Ground Lease to April 1, 2095 (making the term a total <br /> of 99 years) contingent upon OAHS Promenades' receipt of an allocation of low-income housing <br /> tax credits to finance the rehabilitation of the Project and convert it to a100% tax credit-restricted <br /> project. <br /> NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF PLEASANTON, <br /> CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER THE FOLLOWING: <br /> SECTION 1. The approval of the Assignment and Assumption of Ground Lease, <br /> Consent to Transfer of Project, and Grant of Option to Extend Ground Lease Term Agreement is <br /> exempt from environmental review under the California Environmental Quality Act (CEQA) per <br />