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<br />EXHIBIT B <br /> <br />ASSIGNMENT AND ASSUMPTION OF GROUND LEASE, CONSENT TO TRANSFER <br />OF PROJECT, AND GRANT OF OPTION TO EXTEND GROUND LEASE TERM <br /> <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 /> <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 /> <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 /> <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 /> <br />D. For the purpose of partially financing the development of the Project, City <br />provided the following loans: <br /> <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 /> <br />(b) A loan in the original principal amount of $518,062 to provide gap financing (the <br />“Gap Loan”). <br /> <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 /> <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 />Page 267 of 454