HomeMy WebLinkAboutAssignment and Assumption of Development Agreement - Phase 3 of MelroseRECORDING REQUESTED BY: J
First American Title Company
WHEN RECORDED MAIL DOCUMENT TO:
Brookfield Bay Area Holdings LLC
c/o Brookfield Residential
12657 Alcosta Boulevard, Suite 250
San Ramon, CA 94583
Attention: Josh Roden, President
2023033592 03/23/2023 1.1:12 AM It PGS
OFFICIAL RECORDS OFALAMEDACOUNTY
4pNQo,«,, MELISSAWILK,CLERK-RECORDER
*� RECORDING FEES: $62.00
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f'hFDA CW�Gv
O1 110111 WAN •' C4 i
Above This Line for Recorder's Use Only
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APN: 986-0064-041 through 986-0064-0062 (Lots 28 File No.: 0131-624302-003
through 49) 986-0064-087 and 986-0064-088 (Lots 74
and 75) 986-0064-009 through 986-0064'013 (Lots F
through J)
Lots 28-49, 74, 75 & Parcel "F J, Tract 8371 Melrose at Boulevard Dublin, CA 94568
ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT AND
CONSENT OF CITY
(Please fill in document title(s) on this line)
(x) Exempt from fee under GC 27388.1(a)(2) due to being recorded in connection with a concurrent transfer that
is subject to the imposition of documentary. transfer tax, or
O Exempt from fee under GC 27388.1(a)(1) due to the maximum fees ($225) being paid on document's in this
transaction, or
Q Exempt from fee under GC 27388.1(a)(2) due to being recorded in connection with, a transfer of real property
that is a residential dwelling to an owner -occupier, or
() Exempt from fee under GC 27388.1(a) (1); Not related to real property, or,
O Document is executed or recorded by the state or any county, municipality, or other political subdivision of the
state - GC 27388.1(a)(2) .
O Exempt from fee under GC 27388. 1(a). (1) for the following reasons:
NOTE: The following exemptions may not be acceptable for use in all counties:
() Exempt from fee under GC 27388.1 due to being recorded in connection with a transaction that was'subject to
documentary transfer tax which was paid on document recorded as Document, No. of Official Records, or
() Ezempt.from fee under GC 27388.1 due to the maximum fees having been paid on document(s) recorded as
Document No. of Official Records, or
() Exempt from fee under GC.27388.1 due to it being recorded in connection with a transfer of real property that
is a residential dwelling to an owner -occupier. The recorded document transferring the dwelling to the owner -
occupier was recorded as Document No. of Official records.
THIS PAGE ADDED TO PROVIDE EXEMPTION INFORMATION FOR THE BUILDING HOMES AND JOBS ACT FEE
(SB-2; AFFORDABLE HOUSING FEE) i
(Additional recording fee applies)
SIGNED IN COUNTERPART
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Brookfield Bay Area Holdings LLC
12657 Alcosta Boulevard, Suite 250
San Ramon, CA 94583
Attention: Josh Roden, President
ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT AND
CONSENT OF CITY
THIS ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT AND
CONSENT OF CITY (this "Assignment") is made effective as of the date of the conveyance of
the Property (defined below) to Assignee (defined below) (the "Effective Date"), by and between
DUBLIN CROSSING, LLC,, a Delaware limited liability company ("Assignor"), and
BROOKFIELD BAY AREA HOLDINGS LLC, a Delaware limited liability company
("Assignee").
A. Assignor has acquiredcertain real property, or the rights to. acquire certain real
property, located in the City of Dublin (the "City"), County of Alameda, State of California (the
"Overall Property"), pursuant to the terms of that certain Purchase and Sale and Assignment
Agreement and Escrow Instructions entered into as of June 2, 2015, by and between Assignor and
Dublin Crossing Venture LLC, a Delaware limited liability company ("DCVLLC").
B. DCV LLC and the City entered into that certain DevelopmentAgreement approved
by the City on December 19, 2013 pursuant to Ordinance No. 08-13 and recorded in the Official
Records of Alameda County, California (the "Official Records") on June 4, 2014 as Document
No. 2014134795, which was amended by that certain Amendment No. I to Development
Agreement approved by the City on June 2, 2015 pursuant to Ordinance No. 101-15 and recorded
in the Official Records on July 22, 2015 as Document No. 2015202606, as further amended by
that certain Amendment No. 2 to Development Agreement approved by the City on February 2,
2016 pursuant to Ordinance No. 2-16 and recorded in the Official Records on March 8, 2016 as
Document No. 2016056821, as further amended by that certain Amendment No. 3 to Development
Agreement approved by the City on June 15, 2017 pursuant to Ordinance No. 5-17 and recorded
in the Official Records on June 26, 2017 as Document No. 2017138465, as further amended and
restated by that certain Amended and Restated Development Agreement dated November 20, 2018
and recorded in the Official Records on February 15, 2019 as Document No. 2019030149, and as
Assignment of Development Agmt. for
Phase 3 of Melrose (NB 20).SFFW.vI
further amended by that certain Amendment No. 1 to the Amended and Restated Development
Agreement effective as of May 21, 2019, as evidenced by that certain Memorandum ofAmended
and Restated Development Agreement Between the City of Dublin and Dublin Crossing, LLC
Relating to the Dublin Crossing Project and Amendment No. 1 to the Amended and Restated
Development Agreement Between the City of Dublin and Dublin Crossing, LLC Relating to the
Dublin Crossing Project dated as of May 1, 2019 and recorded in the Official Records on
November 1, 2019 as Document No. 2019223993 (as amended and restated, the "Development
Agreement"). The Development Agreement relates to and affects the Property.
C. DCV LLC assigned all of its rights, interests and obligations under the
Development Agreement to Assignor, pursuant to that certain Assignment and Assumption of
Development Agreement recorded in the Official Records on August 28, 2015 as Document
No. 2015239932.
D. Assignor is developing a master -planned community on the Overall Property and
has subdivided a portion of the Overall Property into two (2) neighborhoods that will be developed
in one phase known as "Phase 4," which is described more particularly on Exhibit "A" attached
hereto and incorporated herein by this reference.
E. . Assignee has acquired the real property described on Exhibit `B" attached hereto
,(the "Property"), which is a portion of Phase 4 pursuant to that certain Agreement for Purchase
and Sale of Real Property and Joint Escrow Instructions dated as of January 22, 2021, as amended
from time to time (as amended, the "Purchase Agreement").
- F. Assignor desires to assign, and Assignee desires to assume, all of Assignor's rights,
interests and obligations under the Development Agreement solely to the extent such rights,
interests and obligations relate to the Property.
G. Section 22 of the Development Agreement states the City Manager's (as defined in
the Development Agreement) approval is required for any assignment of the rights, interests, and
obligations under the Development Agreement, and Assignor and Assignee desire to secure the
City Manager's approval for the assignment set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, Assignor and Assignee agree as follows:
1. Incorporation of Recitals. The recitals of fact set forth above are true and correct
and incorporated into this Assignment in their entirety by this reference.
2. Assignment. Subject to the consent of the City Manager, Assignor hereby transfers
and assigns to Assignee all of Assignor's rights, interests and obligations under the Development
Agreement solely to the extent such rights, interests and obligations relate to the Property.
3. Acceptance and Assumption. Subject to the consent of the City Manager, Assignee
hereby accepts the transfer and assignment set forth in Section 2 of this Assignment and assumes
and agrees to perform all of Assignor's obligations under the Development Agreement solely to
the extent such obligations relate to the Property, including, but not limited to, the obligation to
2
Assignment of Development Agmt. for
Phase 3 of Melrose (NB 20).SFFW.vl
pay all impact and other fees required to be paid when a building permit is obtained from the City
(collectively, the "Assumed Obligations"). Notwithstanding anything to the contrary in the
vesting tentative map approval, Assignee acknowledges and agrees that the City can apply the
requirements in Sections 9.2 and 9.5.6 of the Development Agreement to require assignee to
provide security for, respectively, fees in lieu of parkland dedication and Public Facilities Fee
payments. Assignee hereby agrees to indemnify, protect, defend (with legal counsel reasonably
acceptable to Assignor) and hold Assignor harmless from and against any and all claims arising
from or related to any Assumed Obligations.
4. Further Assurances. Assignor hereby covenants that it shall, at any time and from
time to time upon written request therefor, execute and deliver to Assignee, including its nominees,
successors and/or assigns, any reasonable new or confirmatory instruments and perform any other
reasonable acts which Assignee or its nominees, successors and/or assigns may request in order to
fully transfer possession and control of, and protect the rights of Assignee and its successors and/or
assigns in, all of the rights, interests and obligations intended to be transferred and assigned to
Assignee by this Assignment. Assignee hereby covenants that it shall, at any time and from time
to time upon. written. request therefor, execute and deliver to Assignor, including its nominees,
successors and/or assigns, any reasonable new or confirmatory instruments and perform any other
reasonable acts which Assignor or its nominees, successors and/or assigns may request in order to
fully transfer possession and control of all of the rights, interests and obligations intended to be
transferred and assigned to Assignee by this Assignment.
5. Approval ofAssigning nt. Pursuant to Section 22.3 of the Development Agreement,
Assignor shall be released from any assigned obligations under the Development Agreement, so
long as (a) such assignment has been approved by the City Manager in accordance with Section
22.2 of the Development Agreement and (b) such obligations are expressly assumed by the
assignee in a written assignment agreement executed by the parties. By executing the Consent By
City attached to this Assignment, the City Manager, on behalf of the City, hereby approves the
assignment and assumption set forth in this Assignment, pursuant to Section 22.2 of the
Development Agreement, and releases Assignor from its obligations relating to the Property,
pursuant to Section 22.3 of the Development Agreement.
6. Successors. This Assignment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
7. Counterparts. This Assignment may be executed in counterparts, each of which
shall be deemed an original, but all of which, taken together, shall constitute one and the same
instrument.
8. Amendment. This Assignment may only be amended or modified by a written
instrument executed by all of the parties hereto.
9. Governing Law. The validity, interpretation and performance of this Assignment
shall be controlled by and construed under the laws of the State of California.
10. Attorneys' Fees. Should any dispute arise between the parties hereto or their legal
representatives, successors or assigns concerning any provision of this Assignment or the rights
Assignment of Development Agmt. for
Phase 3 of Melrose (NB 20).SFFW.vl
and duties of any person in relation thereto, the party prevailing in such dispute shall be entitled,
in addition to such other relief that may be granted, to receive from the other party all costs and
expenses, including reasonable attorneys' fees, incurred by the prevailing party in connection with
such dispute.
11. Entire Agreement. This Assignment, together with the Purchase Agreement,
constitutes the entire agreement among the parties hereto with respect to the subject matter hereof,
and supersedes all prior understandings or agreements. In the event of any conflict between this
Assignment and the Purchase Agreement, the terms of the Purchase Agreement shall govern and
control.
12. Severability. If any term, covenant, condition or provision of this Assignment, or
the application thereof to any person or circumstance, shall to any extent be held by a court of
competent jurisdiction or otherwise by law rendered invalid, void or unenforceable, the remainder
of the terms, covenants, conditions or provisions of this Assignment, or the application thereof to
any person or circumstance, shall remain in full force and effect and shall in no way be affected,
impaired or invalidated thereby.
13. Notices. All notices shall be in writing, and shall be given in the manner prescribed
by Section 27 of the Development Agreement. Pursuant to Section 27 of the Development
Agreement, the address for Assignee is:
Brookfield Bay Area Holdings LLC
12657 Alcosta Boulevard, Suite 250
San Ramon, CA 94583
Attention: Josh Roden, President
14. Authoritv. Each individual executing this Assignment on behalf of a corporation
or other legal entity represents and warrants that: (a) he or she is duly authorized to execute and
deliver this Assignment on behalf of said corporation or other legal entity in accordance with and
without violating the provisions of its governing documents, and (b) this Assignment is binding
upon and enforceable against said corporation or other legal entity in accordance with its terms.
Any entity signing this Assignment on behalf of a corporation or other legal entity hereby
represents and warrants in its own capacity that it has full authority to do so on behalf of the
corporation or other legal entity.
[Signature Page Follows]
4
Assignment of Development Agmt. for
Phase 3 of Melrose (NB 20).SFFW.vl
Date.
IN WITNESS WHEREOF, the parties have entered into this Assignment as of the Effective
Jcroh 9C&"
Assignment of Development Agmt, for
Phase 3 of Melrose (NB 20).SFFW.vi
ASSIGNOR:
DUBLIN CROSSING, LLC,
a Delaware limited liability company
By: BrookCal Dublin LLC,
a Delaware limitedb
its Member
By:_
Name:
Title --
By: � --
Nan7w..
company,
ring
By: SPIC Dublin LLC,
a Delaware limited liability company,
its Member
By: Standard Pacific Investment Corp.,
a Delaware corporation,
its Member
Signature Page to DA Assignment
IN WITNESS WHEREOF, the parties have entered into this Assignment as of the Effective
Date.
ASSIGNOR:
DUBLIN CROSSING, LLC,
a Delaware limited liability company
By: BrookCal Dublin LLC,
a Delaware limited liability company,
its Member
By:5,,TGNir=p TN COUNTERPART
Title:
I M $- LW L •i L-r%r-r%&Y
Name:
Title:
By: SPIC Dublin LLC,
a Delaware limited liability company,
its Member
By: Standard Pacific Investment Corp.,
a Delaware corporation,
its Member
By:
Name:—
Title:
- Ch&J k I' t+s
Signature Page to DA,4ssignment
Assignment of Development Agmt. for
Phase 3 of Melrose (NB 20).SFFW.vl
CALIFORNIA ACKNOWLEDGMENT
A notary public or other officer competing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of Contra Costa
On March 21, 2023 before me, Alison Rantz, Notary Public, personally appeared
Josh Roden and Gonzalo Rodriguez
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is
true and correct.
.� of r,, AL15ON RANTZ
Notary Public - California
Contra costa county WITNESS my hand and official seal.
r Commission # 2352113
�,�,�oa� My Comm. Expires Mar 18, 2Z
Signature_oak k
Acknowledgment
A notary public or other officer completing this certificate
verifies only the identity. of the individual who signed the
document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA / )
/� o )
COUNTY OF Lyn-/y7- � )
On 1)ZGrVt oZ/ ,eZOZ,3 , before me, 0- ,4ter
Date ^� � � / / — Here Insert Name And Title Of the Officer
personally appeared C j G rL
Name(s) of Signer(s)
who proved to me on the basis of satisfactory'evidence
to be the person(s) whose name(s) is/arm-subscribed to
the within instrument and acknowledged to me that
he/skeAhvy executed the same in his/her14heir
authorized capacity(ies), . and that by hisAwxAheir
LEON
N° signature(s) on the instrument the person(s}, or the
tary Public • Callf°rn+a
contra costa county �€ entity upon behalf of which the person(s) acted,
c°mmisslon a zaaa73s —
My Comm. Exp,r� Jun , s, to26 executed the instrument.
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
.WITNE58`my hand official seal.
Place Notary seal Above Signature of Notary Public
Acknowledgment Page to DA Assignment
Assignment of Development Agmt. for
Phase 3 of Melrose (NB 20).SFFW.vl
ASSIGNEE:
BROOKFIELD BAY AREA HOLDINGS LLC,
a Delaware limited liability company
By:
Name:
Its:
By:
Name:
Its:
Signature Page to DA Assignment
Assignment of Development Agmt. for
Phase 3 of Melrose (NB 20).SFFW.vl
CALIFORNIA ACKNOWLEDGMENT
A notary public or other officer competing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of Contra Costa
On March 21, 2023 before me, Alison Rantz, Notary Public, personally appeared
Josh Roden and Gonzalo Rodriguez
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
*my
ALISON RAN iZ
Notary Public • Caiifornia
Contra Costa Ccunty
Commission p 2352113
Comm. Expires Mar 18, 2025
lu61-4 'y M b/i G
can i m 60-40.
&M/Va a -;-�50?//3
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature
d64 '• lko ck l 0 r d0Lo-5
Exhibit "A"
Legal Description of Phase 4
Neighborhood 19:
Real property in the City of Dublin County of Alameda, State of California, described as
follows:
LOTS 1 THROUGH 91, INCLUSIVE, PARCELS A THROUGH X, INCLUSIVE AND AA
THROUGH HH, INCLUSIVE, AS SHOWN ON THE MAP ENTITLED "TRACT 8370",
FILED IN THE OFFICE OF THE RECORDER ON DUNE 23, 2021, IN BOOK 365 OF MAPS,
AT PAGES 60 THROUGH 67, ALAMEDA COUNTY RECORDS.
APN: 986-0068-001 (Affects this and other properties)
Neighborhood 20:
Real property in the City of Dublin, County of Alameda, State of California, described as
follows:
LOTS 1 THROUGH 75, INCLUSIVE, AND PARCELS A THROUGH J, INCLUSIVE, AS
SHOWN ON THE MAP ENTITLED "TRACT 8371 MELROSE AT BOULEVARD", FILED
IN THE OFFICE OF THE RECORDER ON DUNE 08, 2021, IN BOOK 365 OF MAPS, AT
PAGES 48-53, ALAMEDA COUNTY RECORDS.
APN: 986-0064-002 (Affects a portion of the land and other property ) and 986-0064-003 (Not
yet assessed, Affects a portion of the land and other property)
Exhibit A to DA Assignment
Assignment of Development Agmt. for
Phase 3 of Melrose (NB 20).SFFW.vI
F.xhihit "B"
Legal Description of Property
Real property in the City of Dublin , County of Alameda, State of California, described as
follows:
LOTS 28 THROUGH 49, INCLUSIVE, 74 AND 75, AND PARCELS F, G, H, I AND J, AS
SHOWN ON THE MAP ENTITLED "TRACT 8371 MELROSE AT BOULEVARD", FILED
IN THE OFFICE OF THE RECORDER ON JUNE 08, 2021, IN BOOK 365 OF MAPS, AT
PAGES 48-53, ALAMEDA COUNTY RECORDS.
APNs: 986-0064-041 through 986-0064-0062 (Lots 28 through 49);
986-0064-087 through 986-0064-088 (Lots 74 and 75); and
986-0064-009 through 986-0064-013 (Parcels F through J)
Exhibit B to DA Assignment
Assignment of Development Agmt, for
Phase 3 of Melrose (NB 20).SFFW.vl
CONSENT BY CITY
The City of Dublin, a municipal corporation, by and through its City Manager, hereby consents to
the foregoing Assignment and Assumption of Development Agreement and further acknowledges
and agrees that Assignor is hereby released of any and all obligations under the Development
Agreement relating to the Property.
CITY:
CITY OF DUBLIN
By:
Nam
Title: City Manager
ATTEST:
A4 /. ► 1 8M
Title:, City,Clerk
By:
Name:
Title:
7'7NED IN COUNTERPART
City Attorney
U.v\d(k burle. 6Mi+h
City Consent to DA Assignment l
Assignment of Development Agmt. for
Phase 3 of Melrose (NB 20).SFFW.vl
CONSENT BY CITY
The City of Dublin, a municipal corporation, by and through its City Manager, hereby consents to
the foregoing Assignment and Assumption of Development Agreement and further acknowledges
and agrees that Assignor is hereby released of any and all obligations under the Development
Agreement relating to the Property.
CITY:
CITY OF DUBLIN
By:
SIGNED IN COUNTERPART
Name:
Title: City Manager
ATTEST:
By: SIGNED IN COUNTERPART
Name:
Title: City Clerk
APPROVED AS TO FORM
By:
Name: o
Title: City Attorney
City Consent to DA Assignment
Assignment of Development Agmt. for
Phase 3 of Melrose (NB 20).SFFW.vt
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTYOF
On 051a--11U�3 before me,
Mate U H Name And Title Ofthe
personally appeared iq� rt
Narae(s)offtner(s)
C I E R lu .V Ai IN' F 181 Rl 10
Notary *relic
C.Itformla
AIAM#di County
MY C
Place Notary Seal Above
e rro,
'j Pt,+41,y NOiC. (4 I/Fo"10,
-4 Itimed �_ clboklly
�m Mtt a -# a 15
Assignment of Development Agmt. for
Phase 3 of Melrose (NB 20).SFFW.v I
IL
who proved to me on the basis of satisfactory evidence
to be the person(s) -whose name(s) is/are subscribed to
the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
gignature 0 tary Public
Acknowledgment Page to City Consent
ILLEGIBLE NOTARY SEAL DECLARATION (CODE 27361.7)
I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE
DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS
Ito] a tell, if,
Name of Notary: CIERRA LYNN FABRIGAS
Date Commission Expires: Feb 10, 2025
Commission Number: 2346295
State: California County: Alameda County
Place of Execution of this Declaration: Sam Ramon, CA
Date: 3/23/2023
Signature:
Agent for:
Title Company