HomeMy WebLinkAboutBrookfield Assign & Assump Ivy PH3RECORDING REQUESTED BY:'
First American Title Company
WHEN RECORDED MAIL DOCUMENT TO:
Brookfield Bay Area Holdings LLC
c/o Brookefield Residential
12657 Alcosta Boulevard, Suite 250
San Ramon, CA 94583
Atten: Josh Roden, President
#
2023095458 08/22/2023 10:04 AM 16PGS
OFFICIAL RECORDS OF ALAMEDACOUNTY
MELISSAWILK, CLERK -RECORDER
RECORDING FEES: $73.00
4 11 X4411 I :N 011 NO q IVA :1*9101 V IN
Space Above This Line for Recorder's Use Only
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
() Exempt from fee under GC 27388.1(a)(1) due to the maximum fees ($225) being paid on documents in this
transaction, or
() 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,
Document is executed or recorded by the state or any county, municipality, or other political subdivision of the
state - GC 27388.1(a)(2)
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
() Exempt 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
AFFORDABLE HOUSING FEE)
(Additional -recording fee applies) SIGNED IN COUNTERPART
=0 W1111111113110-61
L"Al -OF 1 OWNIZA an Wo
Brookfield Bay Area Holdings LLC
c/o Brookfield Residential
12657 Alcosta Boulevard, Suite 250
San Ramon, CA 94583
Attention: Josh Roden, President
ASSIGNMIENT 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").
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A. Assignor has acquired certain 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 Development Agreement
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, and as
finther 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
Assignment of Development Agmt. for
Phase 3 of Ivy (NB 21).SFFW.v1
Records on June 26, 2017 as Document No. 2017138465 (as amended, 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 5," 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 5 pursuant to that certain Agreement
for Purchase and Sale of Real Property and Joint Escrow Instructions dated as of
February 23, 2023, 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
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
K
Assignment of Development Agmt. for
Phase 3 of Ivy (N8 21).5FFW.vl
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. Ai)mval of Assi cricnent. 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.
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such dispute.
3
Assignment of Development Agmt. for
Phase 3 of Ivy (NB 21).SFFW.v1
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 Sectidh 27 of the Development Agreement. Pursuant to Section 27 of the Development
Agreement, the address for Assignee is:
iq 7.1-fir-O
c/o Brookfield Residential
• • Boulevard. Suite 250
San Ramon, CA 94583
Attention: Josh Roden, President
14. Authority. 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 Ivy (NB 21).SFFW.v1
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:
Name: Josh Roden
Its:
By:
Name:
Its:.
By: SPIC Dublin LLC,
a Delaware limited liability company
Its: Member
By: Standard Pacific Investment Corp.,
a Delaware corporation
Its: Member
By: SIGNEED 1N COUNTER -PART
Its:
Signature Page to Assignment and Assumption of
Development Agreement and Consent of City
Assignment of Development Agmt. for
Phase 3 of Ivy (NB 21).SFFW.v1
Date.
IN WITNESS WHEREOF, the parties have entered into this Assignment as of the Effective
ASSIGNOR:
DUBLIN CROSSING, LLC,
a Delaware limited liability company
By: BrookCal Dublin LLC,
a Delaware limited liability company
Its: Member
By:
Name:
Its:
By:
Name:
Its:
SIGNED IN COUNTERPART
SIGNED IN COUNTERPART
By: SPIC Dublin LLC,
a Delaware limited liability company
Its: Member
By: Standard Pacific Investment Corp.,
a Delaware corporation
Its: Member
By:
Name: G1/411 W /ell
Its:
. - (.111t>.& k i 1 ---7,
Siature Page to Assignment and Assumption of
Development Agreement and Consent of City
Assignment of Development Agmt. for
Phase 3 of Ivy (NB 21).SFFW.vl
&M 1"910941
BROOKFIELD BAY AREA HOLDINGS LLC,
a Delaware limited Ii ili company
By:
Name: an
Atithorized Rep, esentative
By:
Name: -.WwAele Joy..
Its: Authodzed Siginer
Signature Page to Assignment and Assumption Of
Development Agreement and Consent of City
Assignment of Development Agmt. for
Phase 3 of Ivy (NB 21).SFFW.v1
FAII-114-111 161TA I' ale-iTIPOTH
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
County of _ Contra -Costa
On August 21, 2023
before me, Laura Moreno Smith, Notary Public
(insert name and title of the officer)
personally appeared Josh Roden and Michele Joy
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(les), 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.
LAURA MORENO SMrrH
WITNESS my hand and official seal *my
Notary Public - California
Contra Costa county
COMITIfsSion # 2428082
Comm. -Expires Nov 24, 2026
Signature (Seal)
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
COUNTY OF 40,4 /7-r- 6501r—
V&�—
On 1-49-4 /� -4 2Z)Z3, before me.
Uate Here insert Name And Title Of the Officer
personally appeared I
Nme(s)offtner(s)
C, LEON
Notary Publfc - CA11famfa
Cortft Costa County
COMMfulOn # 2404733
My Comm. E)Vre$ Jun 15, 2026
Plue Notary Sea( Above
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/sheAhey executed the same in hishwAkeir
authorized capacity(ies), and that by his/hegWr
signature(s} on the instrument the person(, or the
entity upon behalf of which the person(a) 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 v(v Hand and oNcial seal.
Acknowled ement Page to Assignment and Assumption of
�ve opment Agreement and Consent Of City
Assignment of Development Agmt. for
Phase 3 of Ivy (NB 21).SFFW.vl
Exhibit "A"
-•. - 01 • NU
Real property in the City of Dublin, County of Alameda, State of California, described as
follows:
BEING PORTIONS OF THE LANDS DESCRIBED IN THE FINAL JUDGMENT ON THE
DECLARATION OF TAKING, AMENDMENT TO DECLARATION OF TAKING, AND
SECOND AMENDMENT TO DECLARATION OF TAKING ENTITLED UNITED STATES
OF AMERICA V. 3396 ACRES OF LAND, ALAMEDA AND CONTRA COSTA COUNTIES,
CALIFORNIA, ADA CLEMENT, ET AL, FILED IN THE DISTRICT COURT OF THE
UNITED STATES FOR THE NORTHERN DISTRICT OF CALIFORNIA, SOUTHERN
DIVISION, CIVIL NO.22352-B, JUDGMENT EFFECTIVE 27 AUGUST 1945, CIVIL NO.
22352-R THE FINAL JUDGMENT OF RECORD FILED ON JULY 21, 1947 AND
RECORDED IN BOOK 5132 AT PAGE 1, OFFICIAL RECORDS OF ALAMEDA COUNTY,
SAME PARCEL BEING A PORTION OF THAT 180.126 ACRE PARCEL SHOWN ON
THAT CERTAIN MAP ENTITLED "RECORD OF SURVEY NO. 2031 ", FILED ON MAY 8,
2006 IN BOOK 31 AT PAGE 28 OF MAPS, OFFICIAL RECORDS OF SAID COUNTY AND
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
PHASE 5-1:
BEGINNING AT THE NORTHWEST CORNER OF THE SAID 180.126 ACRE PARCEL,
THENCE ALONG THE NORTH LINE OF THE 180.126 ACRE PARCEL, SOUTH 88° 24' 09"
EAST - 1397.51 FEET; THENCE CROSSING THROUGH THE SAID USA PARCEL, SOUTH
01 ° 35' 51 " WEST - 667.84 FEET TO A POINT ON THE NORTH LINE OF PARCEL I
DESCRIBED IN A DEED TO DUBLIN CROSSING, LLC RECORDED ON AUGUST 28,
2015, UNDER DOCUMENT NO.2015-239931 OFFICIAL RECORDS OF SAID COUNTY;
THENCE ALONG SAID NORTH LINE, NORTH 88° 2626" WEST - 731.53 FEET TO THE
NORTHWEST CORNER OF PARCEL 1, SAME BEING THE NORTHEAST CORNER OF
SAID PARCEL 2A DESCRIBED IN A DEED TO DUBLIN CROSSING, LLC RECORDED
ON MARCH 17, 2017 UNDER DOCUMENT NO.2017-064517 OFFICIAL RECORDS OF
SAID COUNTY; THENCE ALONG THE NORTH LINE OF PARCEL 2A, NORTH 88' 26'
23" WEST - 45.04 FEET TO THE NORTHWEST CORNER OF PARCEL 2A, SAME
CORNER BEING ON THE WEST LINE OF THE 180.126 ACRE PARCEL; THENCE
ALONG SAID WEST LINE FOR THE FOLLOWING THREE (3) COURSES: (1) NORTH 46'
28' 47" WEST - 532.33 FEET, (2) NORTH 45° 42' 26" WEST — 304.99 FEET, AND (3)
NORTH 010 13' 02" EAST - 105.88 FEET TO THE POINT OF BEGINNING.
PHASE 5-2:
COMMENCING AT THE NORTHWEST CORNER OF THE SAID 180.126 ACRE PARCEL,
THENCE ALONG THE NORTH LINE OF THE 180.126 ACRE PARCEL, SOUTH 8810 24' 09"
EAST -- 1857.51 FEET FOR THE POINT OF BEGINNING HEREOF; THENCE
CONTINUING ALONG SAID NORTH LINE, SOUTH 880 24' 09" EAST - 1177.65 FEET;
Consent by City to Assignment and Assumption of
Development Agreement and Consent of City
Assignment of Development Agmt. for
Phase 3 of Ivy (NB 2l).5FFW.vl
THENCE CROSSING THROUGH THE USA PARCEL FOR THE FOLLOWING SEVEN (7)
COURSES: (1) SOUTH 38° 42' 03" WEST - 407.75 FEET FOR THE BEGINNING OF A
CURVE TO THE RIGHT, FROM WHICH POINT THE CENTER BEARS NORTH 05° 02' 23"
WEST, (2) IN A WESTERLY DIRECTION 48.42 FEET ALONG THE ARC OF SAID
CURVE TO THE RIGHT, HAVING A RADIUS OF 418.00 FEET AND THROUGH A
CENTRAL ANGLE OF 060 38' 14", (3) NORTH 88° 24' 09" WEST - 170:00 FEET FOR THE
BEGINNING OF A CURVE TO THE LEFT, (4) IN A SOUTHWESTERLY DIRECTION
362.71 FEET ALONG THE ARC OF SAID CURVE TO THE LEFT, HAVING A RADIUS OF
582.00 FEET AND THROUGH A CENTRAL ANGLE OF 350 42' 26", (5) SOUTH 550 53' 25"
WEST - 188.66 FEET FOR THE BEGINNING OF A CURVE TO THE RIGHT, (6) IN A
SOUTHWESTERLY DIRECTION 244.28 FEET ALONG THE ARC RIGHT OF SAID
CURVE TO THE RIGHT, HAVING A RADIUS OF 639.00 FEET AND THROUGH A
CENTRAL ANGLE OF 210 54' 12", AND (7) NORTH 01° 35' 51" EAST - 649.19 FEET TO
THE POINT .OF BEGINNING.
APN: 986-0001-001-33 (Affects this and other property)
Consent by City to Assignment and Assumption of
Development Agreement and Consent of City
Assignment of Development Agmt. for
Phase 3 of Ivy (NB 21).SFFW.v1
Exhibit "B"
Legal Description of Property
Real property in the City of Dublin, County of Alameda, State of California, described as
follows:
# 1•# • !FEW 101 H WMW so
COUNTYAt
!•!
APN: 986-0077-020 (AFFECTS LOT 21),
986-0077-021 (AFFECTS LOT 22),
986-0077-022 (AFFECTS LOT 23),
986-0077-023 (AFFECTS LOT 24),
986-0077-024 (AFFECTS LOT 25),
986-0077-025 (AFFECTS LOT 26),
986-0078-014 (AFFECTS LOT 27),
986-0078-015 (AFFECTS LOT 28),
986-0078-016 (AFFECTS LOT 29),
986-0078-017 (AFFECTS LOT 30);
986-0078-018 (AFFECTS LOT 31),
986-0078-019 (AFFECTS LOT 32),
986-0077-006 (AFFECTS PARCEL G),
986-0078-002 (AFFECTS PARCEL H) AND
986-0078-003 (AFFECTS PARCEL I).
Consent by City to Assignment and Assumption of
.Development Agreement and Consent of City
Assignment of Development Agmt. for
Phase 3 of Ivy (NB 21).SFFW.v1
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 fixther acknowledges
and agrees that Assignor is hereby released of any and all obligations under the Development
Agreement relating to the Property.
CITY:
CIT'r OF D*BLI1!'
Z 7
By:
r
ATTEST:
By: SIGNED IN COUNTERPART
Name:
Title: City Attorney
Consent by City to Assignment and Assumption of
Develo ,bment Agreement and Consent of City
Assignment of Development Agmt. for
Phase 3 of Ivy (NB 21).SFFW.v1
DocuSign Envelope ID: E754B481-8602-45FA-AEA7-732ADBDED2FD
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:
a M WRR. - - i r- -
By:
Name:
Title: City Manager
F.N- Ii I I -*I [A
By:
Name:
Title:
SIGNED IN COUNTERPART
City Clerk
[ —DocuSigned b)r
By:
Name:
Title: City Attorney
Consent by City to Assignment and Assumption of
Development Agreement and Consent, of City
Assignment of Development Agmt. for
Phase 3 of Ivy (N8 21).SFFW.vl
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
COUNTY OF 6(,1
OnhAdIA11- before me, t-49Y7 a
bae Hem hL5crt" -Officer
personally appeared — Li in d al * �qm
Namels) of Signals)
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,
LoCIERRA VN?4 FABIUGM executed the instrument.
2'�'
140tary slublk - California
Aimed* County
Com,"I"lon N "W"3 I certify under PENALTY OF PERJURY under the
w Comm. Wires Feb M, 2025 laws of the State of Calif6mia that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Place Notary Seal Above snature of Notary Pe!)
Assignment of Development Agmt. for
Phase 3 of Ivy (NB 21).SFFW.v1