HomeMy WebLinkAbout24-110 Approving a Development Agreement between FURA the Town and Target Corporation 11-20-2024RESOLUTION NO. 24410
A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF
FIRESTONE, COLORADO, APPROVING A DEVELOPMENT
AGREEMENT BETWEEN THE FIRESTONE URBAN RENEWAL
AUTHORITY, THE TOWN OF FIRESTONE AND TARGET
CORPORATION
WHEREAS, the Firestone Urban Renewal Authority ("FURA") is a public body corporate
and politic organized as of July 24, 2009, and authorized to transact business and exercise its powers
as an urban renewal authority under and pursuant to the Colorado Urban Renewal Law, Part 1 of
Article 25 of Title 31, C.R.S. (the "Act"); and
WHEREAS, more specifically, FURA has undertaken to eliminate and prevent blight and to
prevent injury to the public health, safety, morals, and welfare of the residents of the Town of
Firestone, Colorado (the "Town"); and
WHEREAS, the Town Board of Trustees adopted Resolution 15-62 on December 16, 2015,
approving the Central Firestone Urban Renewal Plan (as may be amended from time to time, the
"Plan"), which guides the elimination and prevention of conditions of blight in the area described in
the Plan (the "Plan Area"); and
WHEREAS, FURA is authorized under
financial assistance in order to provide for the
improvements of properties in the Plan Area; and
the Plan and the Act to utilize incentives and
redevelopment of the Plan Area and promote
WHEREAS, Target Corporation, a Minnesota corporation ("Target") is the contract
purchaser of certain real property located within the Plan Area (the "Property"); and
WHEREAS, in furtherance of the Plan, Target intends to redevelop the Property for
commercial uses, including but not limited to a Target store; and
WHEREAS, the Town is a statutory town of the State of Colorado authorized to exercise its
powers under and pursuant to the Colorado Constitution and state law; and
WHEREAS, the Town owns certain water rights, the use of which it has offered to Target in
the form of water credits to assist Target in achieving its water dedication requirements pursuant to
the Firestone Municipal Code; and
WHEREAS, pursuant to C.R.S. §§31-15-707, 31-15-708, 31-35-402, and 31-15-903, the
Town has authority to offer water rights in the Town's water portfolio (i.e., assign as a credit) and to
use economic incentives as tools to assist applicants in satisfying their water dedication requirements
as a condition of obtaining development application approvals and for the purposes of creating new
commercial growth and increasing revenues to fund town services; and
WHEREAS, FURA and the Town, finding development of the Property within the Plan Area
to be within the best interest of FURA and the health, safety, and welfare of the citizens of the Town,
intends to provide certain incentives and financial assistance to Target in accordance with the Plan,
the Act, and Colorado law in order to facilitate the redevelopment of the Property with the expectation
that both FURA's and the Town's involvement will encourage and accelerate the timing of
development, thus providing substantial direct and indirect benefits to the Town, its citizens, and the
surrounding area in numerous ways, and furthering the elimination and prevention of conditions of
blight; and
WHEREAS, in order to further the purposes of the Act and the Plan, the best interest of the
Town, and to promote the public health, safety and welfare, FURA, Target, and the Town desire to
enter into the Development Agreement attached hereto and made a part hereof as Exhibit A, which
outlines various forms of incentives and financial assistance in accordance with the Plan and the
Act,
.! . !. 1 a 'i)1 1 1
i l i Ir.b9i i•• 1i:
Section 1. That the above -stated recitals are incorporated herein as findings of the Town
Board of Trustees.
Section 2. The Board of Trustees hereby approves the Redevelopment Agreement in
substantially the same form as the copy attached hereto, with such modifications as may be
necessary for the Town's protection or to the effectuate the purposes of this Resolution, and with
the approval of the Town Attorney's Office. The Mayor is authorized to execute the Redevelopment
Agreement on behalf of the Town.
Section 2. The Town Manager is authorized to approve, sign, execute and deliver any
and all any related documents or certificates necessary in connection with the transactions
contemplated by the Development Agreement.
PASSED AND ADOPTED this 20"' day of November, 2024.
TOWN OFF W STO 'E, O ORADO
I
Jr,
A'i"`i'.EST
Missy Carranco, Deputy Town Clerk ffif '
AJ'ROED AS TC F_
William P.1-layashi, To ttorney
FURA RESOLUTION NO. 2024-11
A RESOLUTION APPROVING THE DEVELOPMENT AGREEMENT BY AND
AMONG THE FIRESTONE URBAN RENEWAL AUTHORITY, THE TOWN OF
FIRESTONE AND TARGET CORPORATION
WHEREAS, the Firestone Urban Renewal Authority ("FURA") is a public body corporate
and politic organized as of July 24, 2009, and authorized to transact business and exercise its
powers as an urban renewal authority under and pursuant to the Colorado Urban Renewal Law,
Part 1 of Article 25 of Title 31, C.R.S. (the "Act"); and
WHEREAS, more specifically, FURA has undertaken to eliminate and prevent blight and
to prevent injury to the public health, safety, morals, and welfare of the residents of the Town of
Firestone, Colorado (the "Town"); and
WHEREAS, the Town Board of Trustees adopted its Resolution 15-62 on December 16,
2015, approving the Central Firestone Urban Renewal Plan (as may be amended from time to time,
the "Plan"), which guides the elimination and prevention of conditions of blight in the area
described in the Plan (the "Plan Area"); and
WHEREAS, FURA is authorized under the Plan and the Act to utilize incentives and
financial assistance in order to provide for the redevelopment of the Plan Area and promote
improvements of properties in the Plan Area; and
WHEREAS, Target Corporation, a Minnesota corporation ("Target") is the contract
purchaser of certain real property located within the Plan Area (the "Property"); and
WHEREAS, in furtherance of the Plan, Target intends to redevelop the Property for
commercial uses, including but not limited to a Target store; and
WHEREAS, the Town is a statutory town of the State of Colorado authorized to exercise
its powers under and pursuant to the Colorado Constitution and state law; and
WHEREAS, the Town owns certain water rights, the use of which it has offered to Target
in the form of water credits to assist Target in achieving its water dedication requirements pursuant
to the Firestone Municipal Code; and
WHEREAS, FURA, finding development of the Property within the Plan Area to be within
the best interest of FURA and the health, safety, and welfare of the citizens of the Town, intends
to provide certain incentives and financial assistance to Target in accordance with the Plan and the
Act in order to facilitate the redevelopment of the Property with the expectation that FURA's
involvement will encourage and accelerate the timing of development, thus providing substantial
direct and indirect benefits to the Town, its citizens, and the surrounding area in numerous ways,
and furthering the elimination and prevention of conditions of blight; and
WHEREAS, in order to further the purposes of the Act and the Plan, FURA, Target, and
the Town desire to enter into the Development Agreement attached hereto and made a part hereof
31689301.2
as Exhibit A, which outlines various forms of incentives and financial assistance in accordance
with the Plan and the Act.
NOW THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS OF THE
FIRESTONE URBAN RENEWAL AUTHORITY AS FOLLOWS:
Section 1. That FURA hereby makes and adopts the determinations and findings
contained in the Recitals set forth above.
Section 2. Pursuant to the Act, it is the opinion of FURA that the Development
Agreement, in substantially the form attached hereto, is in the best interest of FURA, furthers the
implementation of the Plan, and is necessary for development or redevelopment of the Plan Area
and the prevention and elimination of blight within the Plan Area.
Section 3. FURA has duly considered and hereby approves the Development
Agreement, in substantially the form attached hereto, and directs and authorizes the Chair to
execute the Development Agreement on behalf of FURA, subject to technical additions, deletions
and variations as the Special Counsel to FURA may determine to be necessary and appropriate to
protect the interests of FURA or to the effectuate the purposes of this Resolution.
Section 4. That the Chair is authorized to execute any related documents or certificates
necessary in connection with the transactions contemplated by the Development Agreement.
Section 5. This Resolution shall be effective immediately upon its adoption.
[signature page follows]
31689301.2
INTRODUCED, READ, and ADOPTED this I Ith day of November, 2024.
FIRESTONE URBAN RENEWAL AUTHORITY,
a body corporate and politic of the State of
Colorado
1.
can Loherty, Chairperson
TI ST;
31689301.2
EXHIBIT A
Development Agreement
31689301.2
EXHIBIT A-1
Lelta1 Description of the Property
[To be added]
A-1-1
26817068.7
EXHIBIT A-2
Depiction of the Property
A-2-1
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Total Pages: 14 Rec Fee: $78.00
Carly Koppes - Clerk and Recorder, Weld County, CO
DEVELOPMENT AGREEMENT
This DEVELOPMENT AGREEMENT (this "Agreement") dated as of May 13, 2025 (the
"Effective Date"), is made by and among the FIRESTONE URBAN RENEWAL AUTHORITY,
a body corporate and politic of the State of Colorado (the "Authority"), the TOWN OF
FIRESTONE, a statutory town of the State of Colorado (the "Town"), and TARGET
CORPORATION, a Minnesota corporation ("Target"). The Authority, the Town, and Target are
sometimes collectively called the "Parties," and individually, a "Party".
RECITALS
All capitalized terms used, but not defined, in these Recitals, have the meanings set forth
above or in Section 2 of this Agreement.
A. The Town is a statutory town of the State of Colorado authorized to exercise its
powers under and pursuant to the Colorado Constitution and state law;
B. FURA is a public body corporate and politic organized as of July 24, 2009 and
authorized to transact business and exercise its powers as an urban renewal authority under and
pursuant to the Colorado Urban Renewal Law, Part 1 of Article 25 of Title 31, C.R.S.;
C. Target is under contract to purchase and plans to develop certain real property as
more particularly described in Exhibit A-1 and depicted in Exhibit A-2 (the "Property");
D. Target proposes to redevelop the Property for commercial uses including but not
limited to a Target store (the "Project");
E. The Property is located within the area described in the Central Firestone Urban
Renewal Plan adopted by the Town Board of Trustees by Resolution 15-62 on December 16, 2015
(as may be amended from time to time, the "Plan").
F. Due to the significant investment required for infrastructure and the up -front nature
of the required investment, the acquisition of the Property by Target and the Project would not be
financially feasible through traditional private investment and financing mechanisms alone;
G. The acquisition of the Property by Target and the Project will create significant
economic benefits for the Town, will significantly increase sales, use, and property taxes and other
revenues to the Town, will increase employment, will provide needed and desired goods and
services to the community, and will enhance the value of the area surrounding the Property,
including the areas included in the Plan, and therefore will benefit the public health, safety and
welfare;
II. Pursuant to the Code, a landowner seeking to develop property for commercial,
industrial or other non-residential uses must dedicate "water rights" at or prior to the Town's
approval of a final development plan;
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I. The Town owns certain water rights, the use of which it has offered to Target in the
form of Water Credits to assist Target in achieving its water dedication requirements pursuant to
the Code;
J. Target desires to utilize the Water Credits from the Town as set forth in this
Agreement; and
K. The Authority, the Town, and Target have agreed upon additional mechanisms to
make the Project financially feasible by reimbursing Target for a portion of the costs involved in
the acquisition of the Property, as set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and promises of the Parties
contained in this Agreement, and other valuable consideration, the receipt and adequacy of which
are acknowledged, the Patties agree to the terms and conditions in this Agreement.
AGREEMENT
Recitals. The Recitals set forth above are hereby incorporated by this reference.
2. Definitions and Qualifications. In this Agreement, unless a different meaning clearly
appears from the context, capitalized terms mean:
"Acquisition Cost Reimbursement Amount" means the amount of $2,500,000.00.
"Agreement" means this Development Agreement, as it may be amended or supplemented
by written agreement of the Parties in writing, from time to time. References to sections or
Exhibits are to this Agreement unless otherwise qualified. All Exhibits are incorporated into this
Agreement.
"Authority" means the Party stated in the Preamble to this Agreement.
"Code" means the Firestone Municipal Code, as the same may be amended or
supplemented.
"Commencement of Construction" means the visible commencement by Target of actual
physical construction and operations on the Property for the development of the Project, including,
without limitation, obtaining permits and licenses for and installation of a permanent required
construction element, such as any site utilities, an access drive, any detention facilities, a caisson,
a footing, a foundation or a wall.
"Completion of Construction" means construction acceptance of the Project in
accordance with the Town Requirements, applicable laws, ordinances, and regulations of the Town
and any other governmental entity or public utility with jurisdiction, subject to punch list items
and any applicable conditions of maintenance and warranty, including, without limitation, the
issuance of a temporary certificate of occupancy by the Town.
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"Default" or "Event of Default" means any of the events described in Section 8 hereof;
provided, however, that such events will not give rise to any remedy until effect has been given to
all grace periods, cure periods and periods of enforced delay provided for in this Agreement.
"Effective Date" means the date stated in the Preamble to this Agreement.
"Exhibits" The following Exhibits are a part of this Agreement:
Exhibit A-1: Legal Description of the Property
Exhibit A-2: Depiction of the Property
"First Installment" has the meaning set forth in Section 3 of this Agreement.
"Force Majeure" means any one or more of the following events or circumstances,
whether alone or in combination: fire, earthquake, storm or other casualty or significant weather
event; strikes, lockouts, or other labor interruptions; pandemics, including COVID-19; war,
rebellion, riots, acts of terrorism, or other civil unrest; acts of God or of any government; disruption
to local, national or international transport services; shortages of materials; epidemics; utility
delays; and any other events or circumstances, whether similar or dissimilar, that are beyond the
respective Party's reasonable control and have not been caused by the actions or inactions of the
respective Party.
"Opening Condition" has the meaning set forth in Section 3 of this Agreement.
"Party" or "Parties" has the meaning set forth in the Preamble to this Agreement.
"Permit Fees" means any Town fee applicable to the Project, including any fee imposed
as a condition to the issuance of a Town permit for improvements, but excluding any tax and the
water -related fees and costs described in Section 5 hereof.
"Plan" has the meaning set forth in the Recitals to this Agreement.
"Project" has the meaning set forth in the Recitals to this Agreement.
"Property" has the meaning set forth in the Recitals to this Agreement.
"Reimbursing Parties" shall mean, collectively, the Authority and the Town.
"Second Installment" has the meaning set forth in Section 3 of this Agreement.
"Target" means, collectively, the Party stated in the Preamble to this Agreement, and any
successors and assigns approved in accordance with this Agreement.
"Term" has the meaning set forth in Section 6 of this Agreement.
"Town" means the Party stated in the Preamble to this Agreement.
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"Town Requirements" means, collectively, (a) the Code, (b) the Firestone Development
Code, (c) the Town building codes and design criteria, and (d) Town regulations.
"Water Credit" or "Water Credits" means one or more credits derived from certain water
or water rights which are currently owned by the Town, each of which is equivalent to one acre-
foot of water per year, for purposes of meeting the dedication requirements of the Code.
3. Reimbursement of Acquisition Costs. Subject to the terms of this Agreement, the
Reimbursing Parties shall pay to Target the Acquisition Cost Reimbursement Amount as follows:
(a) upon issuance of a certificate of occupancy for the Target store by the Town, the Reimbursing
Parties shall pay to Target the amount of $1,250,000.00 within thirty (30) days after issuance of
the certificate of occupancy (the "First Installment"), and (b) within thirty (30) days after Target
has, in accordance with Target's customary business practices and subject to Force Majeure,
continuously operated the Property as a Target store, fixtured, stocked and staffed, and open for
business to the public for a total of six months (the "Opening Condition"), the Reimbursing
Parties shall pay to Target the remaining amount of $1,250,000.00 (the "Second Installment").
The Town and the Authority shall be jointly and severally liable for the obligations of Reimbursing
Parties in this Section 3; provided, however, the Town's obligations under this Section 3 are
subject to annual appropriation by the Town Board of Trustees for the Town.
4. Construction, Completion and Operation. Notwithstanding anything in this Agreement
to the contrary, Target shall have no obligation to (i) commence or complete construction of the
Project, or (ii) to open or to remain open for business; however, the Authority shall have no
obligation to pay to Target the First Installment of the Acquisition Cost Reimbursement Amount
until Completion of Construction has occurred, and the Authority shall have no obligation to pay
to Target the Second Installment of the Acquisition Cost Reimbursement Amount until the
Opening Condition has been fulfilled. To the extent that Target elects to commence or complete
construction of the Project, Target shall (a) create and process the development applications as
reasonably necessary for the development of the Project per the Town Requirements, including
but not limited to the final development plan, subdivision plat, and building permits with the Town,
(b) design and construct or cause the design and construction of the Project in compliance with all
applicable codes and regulations of entities having jurisdiction, including the Town Requirements
and requirements of the water, wastewater and fire protection providers serving the Property,
except as otherwise approved by the Town, and (c) pay or cause to be paid all typical and
customary required fees and costs, including Permit Fees, in connection with the design,
construction, applicable warranty requirements, and use of the Project. Nothing in this Agreement
should be construed as a waiver, limitation, precedent, or supersession by the Town of any such
Town Requirements, or a waiver, limitation, precedent, or supersession by Target of any rights to
contest or appeal any Town Requirements.
Water Credits.
5.1 Availability of Water Credits. The Town shall reserve up to forty Water Credits
as necessary to fully develop the Property for the Project. The Water Credits shall be used
solely for the Project and for related landscape irrigation on the Property. Unless and until
Target redeems a Water Credit, the Water Credit is personal to Target and only constitutes
an offer by the Town to meet the Project's water dedication requirement. The pool of
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Water Credits shall expire at the date that is the earlier of the following: (a) six months
after issuance a final development plan for the Property and (b) December 31, 2025.
5.2 Redemption of Water Credits and Water Delivery. The pool of Water Credits shall
be available to Target at no cost to Target to meet the Town's water dedication
requirements for purposes of approval of a final development plan for the Project, provided
that Target has satisfied all obligations under and is in compliance with this Agreement at
the time that it redeems one or more Water Credits. Target shall identify in writing the
amount of Water Credits from the pool that it desires to redeem hereunder and any
additional water or water rights, as necessary, sufficient to satisfy the Town's then
applicable water dedication requirement at or before approval of a final development plan,
and no final development plan shall be issued by the Town until Target has complied with
such requirement. The final development plan shall include a water dedication statement:
(a) indicating the amount of water required to be dedicated for the Project under the
Firestone Municipal Code; (b) referring to this Agreement and, more specifically, to
Target's right to redeem Water Credits from the pool pursuant to this Section 5; and (c)
affirming the number of Water Credits from the pool that Target intends to redeem and
Target's exercise of such right to redeem to meet the Project's water dedication
requirement.
5.3 Allocation of Redeemed Water Credits. Upon the Town's approval of a final
development plan for the Project, Applicant shall be deemed to have redeemed the number
of Water Credits from the pool of available Water Credits as noted in the water dedication
statement contained on the approved final development plan. Target's redemption shall
fully satisfy the water dedication requirement for the Project under Firestone Municipal
Code Section 13.08.010(B). Once the Water Credits are redeemed, they are considered
allocated to the Project and shall no longer be deemed credits or available for allocation
from the pool. The pool of available Water Credits shall then be reduced by the number of
redeemed Water Credits. Any unredeemed, unexpired Water Credits remaining in the pool
shall be considered personal to Target.
a. If, at any time after approval of the final development plan, Target determines not
to undertake the development of the Project on the Property due to economic
infeasibility, casualty or condemnation, changes in law that affect the financing or
development of the Project, or any other reason that makes Target's ability to
complete its anticipated Project practically impossible or unduly burdensome, then
Target shall be entitled to transfer only the redeemed Water Credits to a permitted
assignee or transferee in accordance with Section 13. In the alternative, if Target
determines not to undertake the development of the Project after approval of the
final development plan, it shall have the option to reimburse the Town for the
redeemed Water Credits at a price of $70,000 per Water Credit and any redeemed
Water Credits shall apply and be appurtenant to the Property.
b. If, at any time after Commencement of Construction, Target determines not to
complete the Project on the Property due to economic infeasibility, casualty or
condemnation, changes in law that affect the financing or development of the
Project, or any other reason that makes Target's ability to complete its Project
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practically impossible or unduly burdensome, then any redeemed Water Credits
shall apply and be appurtenant to the Property, except as limited by Section 5.6.
5.4 Fees. Notwithstanding the provisions of Sections 5.1 and 5.2, Target shall pay all
costs associated with installation of water taps as required by the Firestone Municipal
Code, including, without limitation, any standard and customary plant investment fee, tap
fee, installation fees, and meter fees in effect at the time of the Effective Date of this
Agreement. All such costs, fees and charges remitted to the Town by Target in connection
with water service to the Property are non-refundable.
5.5 Water Tap Installation. Target shall install lines for treated water service to the
Property. Target shall provide development plans for the Property to the Town for its
review and approval before installation of any new water taps, to ensure compliance with
the applicable standards set forth in the Town Requirements.
5.6 No Vested Interest. The Town grants no ownership in its water, water rights or
treated water system to Target by this Agreement, and Target acknowledges that no such
ownership interest shall vest, in law or equity, as a result of this Agreement.
6. Term. The term of this Agreement ("Term") is the period commencing on the Effective
Date and terminating on the date of payment in full of the Acquisition Cost Reimbursement
Amount, unless earlier terminated in accordance with this Agreement. If Commencement of
Construction has not occurred by December 31, 2027, this Agreement shall automatically
terminate unless extended by written agreement of the Parties.
7. Notices. Any notice required or permitted by this Agreement will be in writing and will
be deemed to have been sufficiently given for all purposes if delivered in person, by prepaid
overnight express mail or overnight courier service, or by certified mail or registered mail, postage
prepaid return receipt requested, addressed to the Party to whom such notice is to be given at the
address set forth on the signature pages below or at such other or additional addresses as may be
furnished in writing to the other Parties in accordance with the notice requirements of this
Section 7. Additionally, the Parties agree to provide concurrent notice via electronic mail.
8. Events of Default. The following event shall constitute an Event of Default under this
Agreement: any Party fails in the performance of any covenant in this Agreement, and such failure
continues for thirty (30) days after written notice specifying such Default and requiring the same
to be remedied is given by a non -defaulting Party to the defaulting Party. If such Default is not of
a type which can be cured within such thirty (30) day period and the defaulting Party gives written
notice to the non -defaulting Party or Parties within such thirty (30) day period that it is actively
and diligently pursuing such cure, the defaulting Party shall have a reasonable period of time given
the nature of the Default following the end of such thirty (30) day period to cure such Default,
provided that such defaulting Party is at all times within such additional time period actively and
diligently pursuing such cure in good faith. As of the Effective Date, no Party has actual
knowledge of an Event of Default under this Agreement.
9. Remedies. Upon the occurrence and continuation of an Event of Default, any non -
defaulting Party's remedies will be limited to the right to enforce the defaulting Party's obligations
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by an action for injunction, specific performance, or other appropriate equitable remedy or for
mandamus, or by an action to collect and enforce payment of sums owing hereunder, and no other
remedy (unless otherwise expressly authorized by this Agreement), and no Party will be entitled
to or claim damages for an Event of Default by the defaulting Party, including, without limitation,
lost profits, economic damages, or actual, direct, incidental, consequential, punitive or exemplary
damages. In the event of any litigation or other proceeding to enforce any of the terms, covenants
or conditions of this Agreement, the prevailing party in such litigation or other proceeding will
receive, as part of its judgment or award, its reasonable attorneys' fees and costs.
10. Nonliability of Officials, Agents, Members, and Employees. Except for willful or
wanton actions, no trustee, board member, commissioner, official, employee, consultant, manager,
member, shareholder, attorney or agent of any Party, nor any lender to any Party or to the Project,
will be personally liable under this Agreement or in the event of any Default or for any amount
that may become due to any Party.
11. Cooperation Regarding Defense. In the event of any litigation or other legal challenge
involving this Agreement, or any material part or provision of this Agreement or the ability of any
Party to enter into this Agreement, the Parties will cooperate and jointly defend (if all Parties are
named as defendants) against such action or challenge, to the extent permitted by law.
12. Section Captions. The captions of the sections are set forth only for the convenience and
reference of the Parties and are not intended in any way to define, limit, or describe the scope or
intent of this Agreement.
13. Assignment. This Agreement may not be assigned in whole or in part by any Party without
the prior written consent of the other Parties; provided, however, the following assignments and
transfers will not require any such consent: (a) subject to written notice to the other Parties from
Target containing the name and address of the lender or other party, Target may pledge, collaterally
assign or otherwise encumber all or any part of its rights under this Agreement, including its right
to receive any payment or reimbursement, to any lender or other party that provides acquisition,
construction, working capital, tenant improvement or other financing to Target in connection with
acquisition of the Property or development of the Project, (b) the Town and Authority recognize
that Target may form, together with its investors, separate, special purpose entities to develop, own
and/or operate all or a portion of the Property or of the Project to be developed thereon and that
one or more assignments of all or any part of its rights under this Agreement may be required in
connection with such activities and such transfers will not require any consent by the other Parties,
as long as written notice of such transfers is provided to the other Parties containing the name and
address of the successor/assignee, or (c) any assignment by Target to any party by operation of
law, by merger, or in connection with the sale of any line of business. Nor shall any transfer of
any or all of the real property constituting the Property (including any redeemed Water Credits per
Section 5.3(h)) require the consent of the Town or Authority. The Water Credits may not otherwise
be assigned prior to Commencement of Construction without the prior written approval of the
Town unless Target reimburses the Town for the Water Credits pursuant to Section 5.3(a) which
case no approval from the Town is required for assignment.. After Commencement of
Construction, any unredeemed, unexpired Water Credits remaining in the pool shall automatically
expire upon the sale, conveyance or transfer of the Property by Target, including through
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foreclosure, for which Target did not obtain written approval by the Town for an associated
assignment of such Water Credits.
14. Additional Documents or Action. The Parties agree to execute any additional documents
or take any additional action, including but not limited to estoppel documents requested or required
by lenders, that is necessary to carry out this Agreement or is reasonably requested by any Party
to confirm or clarify the intent of the provisions of this Agreement and to effectuate the agreements
and the intent. If all or any portion of this Agreement, or other agreements approved in connection
with this Agreement are asserted or determined to be invalid, illegal or are otherwise precluded,
the Parties, within the scope of their powers and duties, will cooperate in the joint defense of such
documents and, if such defense is unsuccessful, the Parties will use reasonable, diligent good faith
efforts to amend, reform or replace such precluded items to assure, to the extent legally
permissible, that each Party substantially receives the benefits that it would have received under
this Agreement.
15. Amendment. This Agreement may be amended or supplemented only by an instrument
in writing signed by the Parties.
16. Waiver of Breach. A waiver by any Party to this Agreement of the breach of any term or
provision of this Agreement must be in writing and will not operate or be construed as a waiver of
any subsequent breach by any Party.
17. Governing Law; Venue. The laws of the State of Colorado govern this Agreement. The
District Court of Weld County will be the exclusive venue for any litigation.
18. Binding Effect, Entire Agreement. This Agreement will inure to the benefit of and be
binding upon the Parties and their respective legal representatives, successors, heirs, and assigns,
provided that nothing in this paragraph permits the assignment of this Agreement except as set
forth in Section 13. This Agreement represents the entire Agreement among the Parties regarding
the subject of this Agreement, and supersedes, with respect to the subject matter of this Agreement,
any prior written or oral agreements or understandings with regard to the Project not specifically
set forth in this Agreement.
19. Execution in Counterparts. This Agreement may be executed in several counterparts,
each of which will be deemed an original and all of which will constitute but one and the same
instrument.
20. Limited Third -Party Beneficiaries. This Agreement is intended to describe the rights
and responsibilities only as to the Parties to this Agreement. This Agreement is not intended and
shall not be deemed to confer any rights on any person or entity not named as a Party to this
Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that there
are found to be any third party beneficiaries, (a) no third party beneficiary's consent or approval
shall be required for any amendment, modification or termination of this Agreement entered into
by the Parties or for any waivers or consents granted hereunder by any Party, and (b) the rights of
said third party beneficiaries may be amended, modified or terminated by the mutual agreement
of the Parties, and waivers and consents granted, without the consent or approval of said third party
beneficiaries.
8
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21. No Presumption. The Parties and their attorneys have had a full opportunity to review
and participate in the drafting of the final form of this Agreement. Accordingly, this Agreement
will be construed without regard to any presumption or other rule of construction against the Party
causing this Agreement to be drafted.
22. Severability. If any provision of this Agreement as applied to any Party or to any
circumstance is adjudged by a court to be void or unenforceable, the same will in no way affect
any other provision of this Agreement, the application of any such provision in any other
circumstances or the validity, or enforceability of this Agreement as a whole.
23. Days. If the day for any performance or event provided for herein is a Saturday, a Sunday,
a day on which national banks are not open for the regular transactions of business, or a legal
holiday pursuant to Section 24-11-101(1), C.R.S., such day will be extended until the next day on
which such banks and state offices are open for the transaction of business.
24. Good Faith of Parties. In the performance of this Agreement, the Parties agree that each
will act in good faith and will not act unreasonably, arbitrarily, capriciously, or unreasonably
withhold, condition, or delay any approval, acceptance, or extension of time required or requested
pursuant to this Agreement.
25. Parties not Partners. Notwithstanding any language in this Agreement or any other
agreement, representation, or warranty to the contrary, the Parties will not be deemed to be partners
or joint venturers, and no Party is responsible for any debt or liability of any other Party.
26, No Waiver of Immunity. Nothing contained in this Agreement constitutes a waiver of
sovereign immunity or governmental immunity by the Town or the Authority under applicable
state law.
27. Delay; Force Majeure. Time is of the essence, provided that in the event any delays in
performance by any Party of its obligations under this Agreement is caused by Force Majeure, the
time for performance shall be extended for a period of time equal to the length of the Force Majeure
delay. The provisions of this Section will not operate to excuse any party from the prompt payment
of any monies required by this Agreement.
28. Authority; Approval by Town Board of Trustees. The signatures of the undersigned
representatives of the Parties indicate that each Party has the full right and lawful authority to enter
into this Agreement. Prior to execution by the Town, the Town Board of Trustees shall approve
this Agreement.
(Signature pages to folloii)
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Page 10 of 14
WHEREFORE, the Parties have executed this Agreement on the day and year first above
written.
TOWN OF F STO 'E, ¶&ORADO
/ clam,
on Con c Jr, IVI ) or
A'I' EST:
S �F
Missy Carranco, Deputy Town Clerk
APPROVED S TO F
William P. ayas"TotTorney
Attn: A.1 Krieger, Town Manager
9950 Parlc Avenue
Firestone, CO 80520
AKrieger(firestoneco.gov
With a copy to:
Wes Knoll
Lawrence Custer Grasmick Jones & Donovan, LLP
5245 Ronald Reagan Blvd., Suite I
Johnstown, CO 80534
Phone: (970) 622-8181
wes(a lcwaterlaw.com
TOWN SIGNATURE PAGE TO PUBLIC FINANCE AGREEMENT'
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Page 11 of14
FIRESTONE URBAN RENEWAL AUTIORITY,
a body corporate and politic of the State of
Colorado
('hairhersn
A I I LS I:
Cv
j• T�
\�liss(_'arranco. Recording Secret it ;
Notice Address:
Town of Firestone
Attn: AJ Krieger, Town Manager
9950 Park Avenue
Firestone, CO 80520
AKrieger(c firestoneco.gov
With a copy to:
Brownstein Hyatt Farber Schreck
Attn: Carolynne White and Angela IIygh
675 1 5th Street, Suite 2900
Denver, CO 80202
cwhitc �c.bhfs.com; ah} gh,a.bhfs.com
AUTHORITY SIGNATURE PAGE TO PUBLIC FINANCE AGREEMENT
26817068.7
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Page 12 of 14
TARGET CORPORATION,
a Minnesota corporation
By:
Narn,/Jpmes L. Tucker
Its: Sr. Director- Real Estate
ATTES
Notice Address:
Target Corporation
Target Property Department
Attn: Real Estate Portfolio Management [Firestone, COI 12959)
MBER ROSE HAGUE
1000 Nicollet Mall, TPN 12H
Notary Public-MinnesotaMinneapolis,
rc
MN 55403
My Commission Explros Jan 31, 2026
With a copy to:
Target Corporation
Target Law Department
Attn: Alex Tselos
1000 Nicollet Mall, TPS 3155
Minneapolis, MN 55403
TARGET SIGNATURE PAGE TO PUBLIC FINANCE AGREEMENT
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EXHIBIT A -I
Legal Description of the Property
Lot 2 of Firestone City Centre Subdivision Filing No. 3. Amendment 2 Final Plat recorded as Document
No. 5019967 in the Office of the Clerk and Recorder. Weld County. Colorado.
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EXHIBIT A-2
Depiction of the Property
SITE