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Resolution No. 2024-59 <br /> Page 4 of 15 <br /> EXHIBIT B <br /> ASSIGNMENT AND ASSUMPTION OF GROUND LEASE, CONSENT TO TRANSFER <br /> OF PROJECT,AND GRANT OF OPTION TO EXTEND GROUND LEASE TERM <br /> THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE, CONSENT TO <br /> TRANSFER OF PROPERTY, AND GRANT OF OPTION TO EXTEND GROUND LEASE <br /> TERM (this "Agreement") dated for reference as of , 2024, is executed by and <br /> among Case Avenue Associates, a California limited partnership ("Case") and Promenade <br /> Housing Associates, a California limited partnership ("Promenade" and together with Case, <br /> collectively, "Assignor"), OAHS Promenades LP, a California limited partnership <br /> ("Assignee"), and the City of Pleasanton, a municipal corporation(the "City"). Assignor, <br /> Assignee, and City are collectively referred to herein as the "Parties." <br /> RECITALS <br /> A. City is the owner of the fee interest in that certain real property located in the City <br /> of Pleasanton, Alameda County, California on Case Avenue, and more particularly described in <br /> Exhibit A attached hereto (the "Property"). <br /> B. City as lessor, and Case and Promenade collectively as lessee, entered into that <br /> certain Ground Lease of the Property dated as of April 1, 1996 (the "Ground Lease"). A <br /> memorandum of the Ground Lease was recorded in the official records of Alameda County <br /> ("Official Records") on April 10, 1996 as Instrument No. 96-088636, and subsequently <br /> amended. <br /> C. Pursuant to the Ground Lease, Promenade developed a portion of the Property as <br /> a 78-unit market-rate multifamily rental residential project(the "Market Rate Project") and <br /> Case developed a portion of the Property as a 68-unit affordable multi-family rental residential <br /> Project(the "Affordable Project" and together with the Market Rate Project, collectively the <br /> "Project"). During the term of the Ground Lease, Promenade is the owner of the Market Rate <br /> Project, and Case is the owner of the Affordable Project. <br /> D. For the purpose of partially financing the development of the Project, City <br /> provided the following loans: <br /> (a) A loan in the original principal amount of$738,062 to pay a portion of certain <br /> development and building fees (the "Development and Building Fee Loan"). <br /> (b) A loan in the original principal amount of$518,062 to provide gap financing (the <br /> "Gap Loan"). <br /> (c) A loan in the original principal amount of$932,983.69 to provide advances to cover <br /> certain development fees (the "Development Advance Loan"). <br /> E. Portions of the forgoing loans were funded using HOME Investments Partnership <br /> Program funds, and in connection therewith: (i) Promenade executed a promissory note for the <br /> benefit of City in the original principal amount of$432,532.00, and executed a Deed of Trust as <br />