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RESOLUTION NO. <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 />ATTACHMENT 1 <br />Page 264 of 454