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HomeMy WebLinkAbout23-51 First Amend. City Centre Retail Infrastructure Funding & Second Amend. Public Improvement Reimbursement 04-26-2023RESOLUTION 23-51 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO APPROVING A FIRST AMENDMENT TO FIRESTONE CITY CENTRE RETAIL INFRASTRUCTURE FUNDING AGREEMENT AND A SECOND AMENDMENT TO AMENDED AND RESTATED PUBLIC IMPROVEMENTS REIMBURSEMENT AGREEMENT WHEREAS, the Town of Firestone ("Town") Board of Trustees (the "Board") previously entered into that certain Firestone City Centre Retail Infrastructure Funding Agreement with an effective date of September 4, 2008, and recorded in the real property records of Weld County (the "Records") on September 9, 2008 at Reception No. 3577147 (the "RIFA"); WHEREAS, the Town also previously entered into that certain Amended and Restated Public Improvements Reimbursement Agreement with an effective date of July 31, 2006, and recorded in the Records on August 2, 2006 at Reception No. 3408228, as amended by that certain First Amendment to Amended and Restated Public Improvements Reimbursement Agreement with an effective date of September 4, 2008 and recorded in the Records on September 22, 2008 at Reception No. 3579322 (the "First Amendment' and together with the PIRA, the "PIRA"); WHEREAS, the RIFA and the PIRA provide for different mechanisms for implementation of cooperative funding agreements with respect to the funding of certain public improvements to be designed, installed and constructed in connection with the Firestone City Centre project and adjacent retail projects; WHEREAS, the Parties intend that the RIFA and the PIRA each constitute a stand alone agreement rather than amendments or modifications of one another in order to assure that the separate burdens and benefits of the RIFA and the PIRA are specifically targeted to achieve the separate purposes the Parties intend; and WHEREAS, the Town, in conjunction with the other Parties to the RIFA and the PIRA now desire to amend the RIFA and the PIRA to exclude certain real properties. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: Section 1. That the Board hereby makes and adopts the determinations and findings contained in the Recitals set forth above. Section 2. That the Board hereby approves the First Amendment to Firestone City Centre Retail Infrastructure Funding Agreement, attached hereto as Exhibit A. 24419201.1 rev Section 3. That the Board hereby approves the Second Amendment to Amended and Restated Public Improvements Reimbursement Agreement, attached hereto as Exhibit B. Section 4. That the Board hereby authorizes the Mayor to execute the First Amendment to Firestone City Centre Retail Infrastructure Funding Agreement and the Second Amendment to Amended and Restated Public Improvements Reimbursement Agreement on behalf of the Town in substantially the same form as attached as Exhibit A and Exhibit B. INTRODUCED, READ and ADOPTED this day of April, 2023. TOWN OF FIRESTONE, COLORADO -Ia5tll� Drew Alan Peterson, Mayor ATTEST: TOWN Miri a Gonzalez, Deputy Town Clerk S$AL APPROVED AS O FORM: William P. Hayas , Town Attorney 24419201.1 rev EXHIBIT A First Amendment to Firestone City Centre Retail Infrastructure Funding Agreement 24419201.1 rev EXHIBIT B Second Amendment to Amended and Restated Public Improvements Reimbursement Agreement 24419201.1 rev FIRST AMENDMENT TO FIRESTONE CITY CENTRE RETAIL INFRASTRUCTURE FUNDING AGREEMENT THIS FIRST AMENDMENT TO FIRESTONE CITY CENTRE RETAIL INFRASTRUCTURE FUNDINQ AGREEMENT (the "First Amendment") is made and entered into as of this day of JJVr � , 2023, by and between the TOWN OF FIRESTONE, COLORADO, a municipal corporation of the State of Colorado ("Town"), THE FIRESTONE DEVELOPMENT, LLC, a Missouri limited liability company ("TFD"), HOME DEPOT U.S.A. INC., a Delaware corporation ("Home Depot"), DEPARTMENT OF TRANSPORTATION, STATE OF COLORADO ("CDOT"), GT NNN FIRESTONE, LLC, a Colorado limited liability company ("GT"), MURPHY OIL USA, INC., a Delaware corporation ("Murphy"), and BLACKBURN COMMUNITIES LLC, a Mississippi limited liability company ("BC"), MHS WENDYS HIGHWAY K, LLC, a Missouri limited liability company ("MHS Wendys"), HARMAN MANAGEMENT CORPORATION, a Utah corporation ("Harman"), SUNDANCE LLC, a Colorado limited liability company ("Sundance"), STORAGE BY GEORGE LLC, a California limited liability company ("Storage by George"), STORAGE BY GEORGE PROPERTY II LLC, a California limited liability company ("Storage by George Property"), STORAGE BY GEORGE LAND III LLC, a California limited liability company ("Storage by George Land"), 602 PARK POINT LLC, a Colorado limited liability company ("602 Park Point") (collectively referred to herein as the "Parties"). RECITALS A. The Parties, or predecessors -in -interest to the Parties, previously entered into that certain Firestone City Centre Retail Infrastructure Funding Agreement with an effective date of September 4, 2008, and recorded in the real property records of Weld County (the "Records") on September 9, 2008 at Reception No. 3577147 (the "RIFA"), which provides for a mechanism for implementation of a cooperative funding agreement with respect to the funding of certain public improvements to be designed, installed and constructed in connection with the Firestone City Centre project and adjacent retail projects. Initially capitalized terms used but not defined herein shall have the meanings given them in the RIFA. B. Pursuant to Section 4.02(a) of the RIFA, the RIFA may be amended by mutual written consent of the Parties, and approved by resolution or ordinance of the Town Board. C. The Parties now desire to enter into and record this First Amendment to modify the RIFA, and the Firestone City Centre property subject to the RIFA to remove (i) Tract H, Firestone City Centre Subdivision Filing No. 3, County of Weld, State of Colorado, recorded on recorded on October 1, 2010 at Reception No. 3722597; (ii) Lot 4, The First Replat of the American Furniture Warehouse Subdivision, County of Weld, State of Colorado, recorded on August 2, 2006, at Reception No. 3408227; and (iii) the real property owned by CDOT. NOW THEREFORE, in consideration of the covenants and mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 24419198 1 AGREEMENT 1. I,e¢al Description of the Firestone City Centre. Exhibit A attached hereto supersedes and replaces Appendix B to the RIFA in its entirety and Exhibit A attached hereto is now the legal description of the Firestone City Centre as set forth in the definitions of Appendix A of the RIFA. 2. Effect of Amendment. Except as expressly modified herein, the RIFA is unmodified and is hereby ratified and affirmed, and shall remain in full force and effect in accordance with its terms. If there is any inconsistency between the terms of the RIFA and the terms of this First Amendment, the provisions of this First Amendment shall govern and control the rights and obligations of the Parties. 3. Recording. This First Amendment shall be recorded in the Records at the expense of the Town. 4. Counterparts. This First Amendment maybe executed in one or more counterparts, and all such counterparts taken together shall constitute one and the same instrument. [Signature page follows.] 24419198 IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of the day and year first set forth above. ATTEST: By:47777� To r STATEOF l rAD(o D ) ) SS. COUNTY OF VJ21C� ) The 2023,by'I TOWN OF FIRESTONE, COLORADO, a municipal corporation of the State of Colorado M. Mayor instrument was acknowledged before me this 27 day of '( WITNESS my hand and official seal. My commission expires: ()C+Qbe ( C321)7—u NY CYNTHIA PIi1TS NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20224038745 MY COMMISSION EXPIRES OCTOBER 5. 2026 i 24419198 TFD: THE FIRESTONE DEVELOPMENT, L.L.C., a Missouri limited liability company By: THE Firestone Investors, LLC, a Missouri limited liability company STATE OF ) ss. COUNTY OF By: Name: Its: The foregoing instrument was acknowledged before me this _ day of 20213,by as WITNESS my hand and official seal. My commission expires: Notary Public 24419198 Home Depot: HOME DEPOT U.S.A. INC., a Delaware corporation By: Name: Its: STATE OF ss. COUNTY OF ) The foregoing instrument was acknowledged before me this _ day of 2023, by as WITNESS my hand and official seal. My commission expires: Notary Public 24419198 CDOT: DEPARTMENT OF TRANSPORTATION, STATE OF COLORADO By: Name: Its: STATE OF ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this _ day of 2023,by as WITNESS my hand and official seal. My commission expires: Notary Public 24419198 GT: GT NNN FIRESTONE LLC, a Colorado limited liability company By: Name: Its: STATE OF ) ss. COUNTY OF The foregoing instrument was acknowledged before me this day of 2023, by as WITNESS my hand and official seal. My commission expires: Notary Publie 24419198 Murphy: MURPHY OIL USA, INC., a Delaware corporation By: Name: Its: STATE OF ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2023, by as WITNESS my hand and official seal. My commission expires: Notary Public 24419198 STATE OF FD: BLACKBURN COMMUNITIES LLC, a Mississippi limited liability company By: Name: Its: ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2023, by as WITNESS my hand and official seal. My commission expires: Notary Public 24419198 STATE OF MHS WENDYS: MHS WENDYS HIGHWAY K LLC, a Missouri limited liability company By: Name: Its: ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2023, by as WITNESS my hand and official seal. My commission expires: Notary Public 24419198 10 STATE OF HARM AN: HARMAN MANAGEMENT CORPORATION, a Utah corporation By: Name: Its: ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2023, by as_ WITNESS my hand and official seal. My commission expires: Notary Public 24419198 11 SUNDANCE: SUNDANCE LLC, a Colorado limited liability company By: Name: Its: STATE OF ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2023,by as WITNESS my hand and official seal. My commission expires: Notary Public 24419198 12 STORAGE BY GEORGE: STORAGE BY GEORGE LLC, a California limited liability company By: Name: Its: STATE OF ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2023, by WITNESS my hand and official seal. My commission expires: Notary Public STORAGE BY GEORGE PROPERTY: STORAGE BY GEORGE PROPERTY II LLC, a California limited liability company By: Name: Its: STATE OF ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of _ 2023, by as WITNESS my hand and official seal. My commission expires: Notary Public 24419198 13 STATE OF STORAGE BY GEORGE LAND: STORAGE BY GEORGE LAND III LLC, a California limited liability company By: Name: Its: ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this _ day of 2023,by as WITNESS my hand and official seal. My commission expires: Notary Public 24419198 14 602 PARK POINT: 602 PARK POINT LLC, a Colorado limited liability company By: Name: Its: STATE OF ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2023, by as WITNESS my hand and official seal. My commission expires: Notary Public 24419198 15 Exhibit A Legal Description of Firestone City Centre Lot 1 Firestone City Centre Subdivision Filing No. 1, County of Weld, State of Colorado, recorded on December 7, 2007 at Reception No. 3522365; Lot 1, 2, 3, 4, and Tracts A, B, E, F, G, I and J Firestone City Centre Subdivision Filing No. 3, County of Weld, State of Colorado, recorded on October 10, 2010 at Reception No. 3722597 Lot 1, 2, Tract A, Firestone City Centre Filing No. 3, Amendment 1, County of Weld, State of Colorado, recorded May 21, 2019 at Reception No. 4490915 Lot lA and 113, Firestone City Centre Filing No. 4 151 Replat, County of Weld, State of Colorado, recorded April 12, 2018 at Reception No, 4390533 Lot 2, Firestone City Centre Subdivision Filing No. 4, County of Weld, State of Colorado, recorded February 13, 2017 at Reception No. 4277731 PT 11-2-68 COMM NE COR NW4NW4 TH S99DSOW 235.82 SOOD09E 565.09 S89D29W 449 TO POB TH S03D38W 79.19 N87D40W 6O N 191327E 80.87 N89D29E 38.04 TO POB Excludes: Tract H, Firestone City Centre Subdivision Filing No. 3, County of Weld, State of Colorado, recorded on October 10, 2010 at Reception No. 3722597 Lot 4, American Furniture Warehouse Subdivision 1S1 Replat, County of Weld, State of Colorado, recorded August 2, 2006 at Reception No. 3408227 PT 11-2-68 COMMNW4 THN891350W 1298.33 S221)30W 612.41 TO POB TH 257.2 ALG CRV TO R (R=756.18 CH=S29D44W) TH S39D44W TH S39D28W 638.32 N72DRRW 144.46 N11D13E 343.47 N19D27E 270 S87D40E 60 NO3D38E 79.19 N89D29E 449 TO POB, recorded on March 30, 2022 at Reception No. 4814315 24419198 16 SECOND AMENDMENT TO AMENDED AND RESTATED PUBLIC IMPROVEMENTS REIMBURSEMENT AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED PUBLIC IMPROVEMENTS REIMBURSEMENT AGREEMENT (the "Second Amendment") is made and entered into as of this day of TI 2023, by and between the TOWN OF FIRESTONE, COLORADO, a municipal orporation of the State of Colorado ("Town'), THE FIRESTONE DEVELOPMENT, LLC, a Missouri limited liability company ("TFD") AMERICAN FURNITURE WAREHOUSE CO., a Colorado corporation ("AFW"), HOME DEPOT U.S.A. INC., a Delaware corporation ("Home Depot'), DEPARTMENT OF TRANSPORTATION, STATE OF COLORADO ("CDOT"), GT NNN FIRESTONE, LLC, a Colorado limited liability company ("GT"), MURPHY OIL USA, INC., a Delaware corporation ("Murphy"), and BLACKBURN COMMUNITIES LLC, a Mississippi limited liability company ("BC"), MHS WENDYS HIGHWAY K, LLC, a Missouri limited liability company ("MRS Wendys"), HARMAN MANAGEMENT CORPORATION, a Utah corporation ("Harman'), SUNDANCE LLC, a Colorado limited liability company ("Sundance"), STORAGE BY GEORGE LLC, a California limited liability company ("Storage by George"), STORAGE BY GEORGE PROPERTY II LLC, a California limited liability company ("Storage by George Property"), STORAGE BY GEORGE LAND III LLC, a California limited liability company ("Storage by George Land"), 602 PARK POINT LLC, a Colorado limited liability company ("602 Park Point') (collectively referred to herein as the "Parties"). RECITALS A. The Parties, or predecessors -in -interest to the Parties, previously entered into that certain Amended and Restated Public Improvements Reimbursement Agreement with an effective date of July 31, 2006, and recorded in the real property records of Weld County (the "Records") on August 2, 2006 at Reception No. 3408228 (the "PIRA"), which provides for a mechanism for implementation of a cooperative funding agreement with respect to the funding of certain public improvements to be designed, installed and constructed in connection with the Firestone City Centre project. Initially capitalized terms used but not defined herein shall have the meanings given them in the PIRA. B. The PIRA was amended by that certain First Amendment to Amended and Restated Public Improvements Reimbursement Agreement with an effective date of September 4, 2008 and recorded in the Records on September 22, 2008 at Reception No. 3579322 (the "First Amendment'), in order to modify the property subject to the PIRA and to correct some minor errors. C. Pursuant to Section 7.02(a) of the PIRA, the PIRA may be amended by mutual written consent of the Parties, and approved by resolution or ordinance of the Town Board. D. The Parties now desire to enter into and record this Second Amendment to modify the Revised PIRA Property and remove (i) Tract H, Firestone City Centre Subdivision Filing No. 3, County of Weld, State of Colorado, recorded on October 1, 20I0 at Reception No. 3722597; (ii) 24419148 Lot 4, The First Replat of the American Furniture Warehouse Subdivision, County of Weld, State of Colorado, recorded on August 2, 2006, at Reception No. 3408227; and (iii) the real property owned by CDOT. NOW THEREFORE, in consideration of the covenants and mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: AGREEMENT 1. Legal Description of the Revised PIRA Property. Exhibit A attached hereto supersedes and replaces Exhibit A to the PIRA in its entirety and Exhibit A attached hereto is now the legal description of the Revised PIRA Property as set forth in Section 1.43 of the PIRA. 2. Effect of Amendment. Except as expressly modified herein, the PIRA as modified by the First Amendment, is unmodified and is hereby ratified and affirmed, and shall remain in full force and effect in accordance with its terms. If there is any inconsistency between the terms of the PIRA and the terms of this Second Amendment, the provisions of this Second Amendment shall govern and control the rights and obligations of the Parties. 3, Recording. This Second Amendment shall be recorded in the Records at the expense of the Town. 4. Counterparts. This Second Amendment may be executed in one or more counterparts, and all such counterparts taken together shall constitute one and the same instrument. [Signature page follows.] 24419148 IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of the day and year first set forth above. TOWN: TOWN OF FIRESTONE, COLORADO, a municipal corporation of the State of Colorado By: ATTEST: STATE OF WlO(-aJo ) ) ss. COUNTY OF We ) Mayor The foregoing instrument was acknowledged before me this V day of l 2023, by 'e.w %kr- n as r WITNESS my hand and official seal. My commission expires: WobtA 50 202Co IVY CYNTHIA PITTS NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20224038745 MY COMMISSION EXPIRES OCTOBER 5, 2026 24419148 61L�1t;!Ltt'' ' N TFD: THE FIRESTONE DEVELOPMENT, L.L.C., a Missouri limited liability company By: THE Firestone investors, LLC, a Missouri limited liability company By: Name: Its: STATE OF ) ss. COUNTY OF 1 The foregoing instrument was acknowledged before me this day of 2023, by as WITNESS my band and official seal. My commission expires: 24419148 Notary Public AFW: AMERICAN FURNITURE WAREHOUSE CO., a Colorado corporation By: Name: Its: STATE OF ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2023, by as WITNESS my hand and official seal. My commission expires: 24419148 Notary Public Home Depot: HOME DEPOT U.S.A. INC., a Delaware corporation By: Name: Its: STATE OF ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2023,by as WITNESS my hand and official seal. My commission expires: Notary Public 24419148 CDOT: DEPARTMENT OF TRANSPORTATION, STATE OF COLORADO By: Name: Its: STATE OF ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2023,by as WITNESS my hand and official seal. My commission expires: Notary Public 24419148 GT: GT NNN FIRESTONE, LLC, a Colorado limited liability company By: Name: Its: STATE OF ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2023, by as WITNESS my hand and official seal. My commission expires: Notary Public 24419148 STATE OF Murphy: MURPHY OIL USA, INC., a Delaware corporation By: Name: Tts: ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2023, by as WITNESS my hand and official seal. My commission expires: Notary Public 24419148 FD: BLACKBURN COMMUNITIES LLC, a Mississippi limited liability company By: Name: Its: STATE OF ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2023, by as WITNESS my hand and official seal. My commission expires: Notary Public 24419148 10 MHS WENDYS: MHS WENDYS HIGHWAY K, a Missouri limited liability company By: Name: Its: STATE OF ss. COUNTY OF The foregoing instrument was acknowledged before me this day of 2023,bY as — WITNESS my hand and official seal. My commission expires: Notary Public 24419148 11 HARMAN: HARMAN MANAGEMENT CORPORATION, a Utah corporation By: Name: Its: STATE OF ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2023, by as WITNESS my hand and official seal. My commission expires: Notary Public 24419148 12 SUNDANCE: SUNDANCE LLC, a Colorado limited liability company By: Name: Its: STATE OF ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2023, by_ as WITNESS my hand and official seal. My commission expires: Notary Public 24419148 13 STORAGE BY GEORGE: STORAGE BY GEORGE LLC, a California limited liability company By: Namc: Its: STATE OF ss. COUNTY OF The foregoing instrument was acknowledged before me this 2023,by as WITNESS my hand and official seal. My commission expires: STATE OF Notary Public day of STORAGE BY GEORGE PROPERTY: STORAGE BY GEORGE PROPERTY II LLC. a California limited liability company By: Name: Its: 1 ss. COUNTY OF ) The foregoing instrument was acknowledged before me this 2023, by as WITNESS my hand and official seal. My commission expires: Notary Public 24419148 14 day of STORAGE BY GEORGE LAND: STORAGE BY GEORGE LAND III LLC, a California limited liability company By: Name: Its: STATE OF ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this _ day of 2023, by as WITNESS my hand and official seal. My commission expires: Notary Public 24419148 15 602 PARK POINT: 602 PARK POINT LLC, a Colorado limited liability company By: Name: Its: STATE OF ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2023, by as WITNESS my hand and official seal. My commission expires: Notary Public 24419148 16 Exhibit A Legal Description of the Revised PIRA Property The Revised PIRA Property consists of the following parcels: Parcel A: The AFW Property Lot 1, The First Replat of the American Furniture Warehouse Subdivision, County of Weld, State of Colorado, recorded on August 2, 2006 at Reception No. 3408227. Parcel B: The TFD Property Lot 1 Firestone City Centre Subdivision Filing No. 1, County of Weld, State of Colorado, recorded on December 7, 2007 at Reception No. 3522365; Lot 1, 2, 3, 4, and Tracts A, B, E, F, G, I and J Firestone City Centre Subdivision Filing No. 3, County of Weld, State of Colorado, recorded on October 10, 2010 at Reception No. 3722597 Lot 1, 2, Tract A, Firestone City Centre Filing No. 3, Amendment 1, County of Weld, State of Colorado, recorded May 21, 2019 at Reception No. 4490915 Lot 1A and 1 B, Firestone City Centre Filing No. 4 1" Replat, County of Weld, State of Colorado, recorded April 12, 2018 at Reception No. 4390533 Lot 2, Firestone City Centre Subdivision Filing No. 4, County of Weld, State of Colorado, recorded February 13, 2017 at Reception No. 4277731 PT 11-2-68 COMM NE COR N W4NW4 TH S89D50W 235.82 SOOD09E 565.09 S89D29W 449 TO POB TH S031338W 79.19 N87D40W 60 N19D27E 80.87 N89D29E 38.04 TO POB Excludes: Tract H, Firestone City Centre Subdivision Filing No. 3, County of Weld, State of Colorado, recorded on October 10, 2010 at Reception No. 3722597 Lot 4, American Furniture Warehouse Subdivision I" Replat, County of Weld, State of Colorado, recorded August 2, 2006 at Reception No. 3408227 PT I1-2-68 COMMNW4 THN89D50W 1298.33 S22D30W 612.41 TO POB TH 257.2 ALG CRV TO R (R=756.18 CH=S29D44W) TH S39D44W TII S39D28W 638.32 N72DRRW 144.46 N11D13E 343.47 N19D27E 270 S87D40E 60 NO3D38E 79.19 N89D29E 449 TO POB, recorded on March 30, 2022 at Reception No. 4814315 24419148 17