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Home My WebLink About20-115 Partial Assignment Subdivision Agmt Cottonwood Hollow Forestar 11-18-2020RESOLUTION N0.20-115 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO APPROVING THE PARTIAL ASSIGNMENT OF INTEREST IN THE SUBDIVISION AGREEMENT FOR COTTONWOOD HOLLOW, FILING NO. 1 FROM MORTGAGE CONSULTANTS, LLC TO FORESTAR (USA) REAL ESTATE GROUP, INC. WHEREAS, Mortgage Consultants, LLC ("Mortgage Consultants"), a Colorado limited liability company, and the Town of Firestone ("Town") entered into that certain Subdivision Agreement ("Agreement") for Cottonwood Hollow Filing No. 1 recorded in the records of the Clerk and Recorder of Weld County, Colorado at Reception No. 4485835 on May 1, 2019; and WHEREAS, Section 8.4 of the Agreement permits the assignment of the Agreement to other parties upon written approval of the Town; and WHEREAS, Mortgage Consultants provided advance notice as required in Section 8.4 of the Agreement to the Town of its intent convey lots and tracts in Cottonwood Hollow Filing No. 1 to Forestar (USA) Real Estate Group, Inc. ("Forestar"), and assign certain rights and obligations of the Agreement to Forestar; and WHEREAS, Mortgage Consultants and Forestar, who desires to fulfill the Agreement's obligations, to the extent such obligations apply to the property within the Subdivision that is being acquired by Forestar, request the Town approve the proposed assignment of the Agreement; and WHEREAS, the Board of Trustees of the Town of Firestone, Colorado has considered the proposed Assignment and Assumption Agreement, attached here to as Exhibit A, on November 18, 2020; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADOa Section 1. The Board of Trustees of the Town of Firestone hereby approves the Partial Assignment and Assumption Agreement, in substantially the same form as the copy attached hereto as Exhibit A and incorporated herein. The Town Manager, or his designee, is authorized hereafter to amend the terms and conditions of the Partial Assignment and Assumption Agreement, or to clarify the nature and extent of the rights and obligations to be assigned to Forestar. The Mayor is authorized to execute the Partial Assignment and Assumption Agreement on behalf of the Town upon the Town receiving notification from Mortgage Consultants and Forestar that the agreement has been duly executed by each party. Section 2. Upon the Mayor's execution of the Partial Assignment and Assumption Agreement, Resolution 20-104, adopted on October 28, 2020, is hereby repealed in its entirety. Any authority granted to the Mayor to execute any documents concerning a proposed assignment Exhibit A Partial Assignment and Assumption Agreement 3 4656832 12/03/2020 01.50 PM Total Pages: 10 Rec Fee: $58.00 Carly Koppes - Clerk and Recorder, Weld County, CO PARTIAL ASSIGNMENT OF SUBDIVISION AGREEMENT COTTONWOOD HOLLOW, FILING 1 THIS PARTIAL ASSIGNMENT OF SUBDIVISION AGREEMENT ("Assignment") is made and entered into this 2C57 day of , 2020, by and between the TOWN OF FIRESTONE, a Colorado municipal corporation ("Town"), MORTGAGE CONSULTANTS, LLC, a Colorado limited liability company ("Mortgage" or "Assignor"), and FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware corporation ("Forestar" or "Assignee"). WHEREAS, Mortgage Consultants and the Town entered into that certain SUBDIVISION AGREEMENT for COTTONWOOD HOLLOW FILING NO. 1, recorded on May 1, 2019 at Reception No. 4485835 in the Office of the Weld County Clerk and Recorder, as amended by that certain FIRST AMENDMENT TO SUBDIVISION AGREEMENT for COTTONWOOD HOLLOW FILING NO. 1, recorded on November 20, 2020 at Reception No. 4653269 in the Office of the Weld County Clerk and Recorder (collectively, the "Agreement"), whereby Mortgage Consultants, as the Subdivider defined in the Agreement, agreed to plan for, install and construct public improvements required to serve the Cottonwood Hollow Filing 1 subdivision (the "Subdivision"), as legally described in the Agreement; WHEREAS, Mortgage is under contract to sell to Forestar all of the platted lots within the Subdivision which platted lots are identified and described on Exhibit A, attached hereto and incorporated herein ("Forestar Property"); and WHEREAS, under the contract for sale, Forestar has agreed to complete the public improvements required to be constructed by Mortgage under the Agreement that are described and identified in Exhibit B to the Agreement, which is attached hereto as Exhibit B ("Forestar- Provided Public Improvements"); WHEREAS, Mortgage desires to assign to Forestar a portion of its rights, title, interest, and obligations under the Agreement, but only to the extent such rights and obligations apply to the Forestar Property and the Forestar-Provided Public Improvements, and Forestar desires to fulfill the Agreement's obligations to the extent such obligations apply to the Forestar Property and Forestar-Provided Public Improvements; and WHEREAS, Section 8.4 of the Agreement requires Mortgage to provide to the Town written notice of any proposed transfer, assignment or delegation of all or any portion of Mortgage's rights and obligations under the Agreement to any successor; and WHEREAS, Section 8.4 of the Agreement further provides that any of the rights and obligations of Mortgage under the Agreement may not be assigned without the written consent of the Town; and WHEREAS, as required by Section 1.11 of the Agreement, Mortgage has posted cash in the amount of $3,900,254.00 to guarantee completion of the improvements required by the Agreement ("Improvement Guarantee") {00888945.DOCX; 3} 4656832 12/03/2020 01:50 PM Page 2 of 10 WHEREAS, the Town consents to the proposed Assignment of the Agreement from Mortgage to Forestar upon the terms and conditions set forth herein. AGREEMENT NOW THEREFORE, in consideration of the recitals, promises, covenants and undertakings herein set forth, and other good and valuable consideration, which is hereby acknowledged and receipted for, the Town, Mortgage Consultants and Forestar agree as follows: 1. Incorporation of Recitals. The Parties hereby incorporate the recitals above as part of their agreement as if fully set forth herein. 2. Partial Assi nment. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Mortgage hereby assigns, sets over and transfers to Forestar all right, title, interest and obligations under the Agreement to the extent such right, interest and obligations apply to the Forestar Property and Forestar-Provided Public Improvements ("Assigned Rights and Obligations"). Notwithstanding the foregoing, Assignor shall retain all rights, title, obligations and interest in all sections of the Agreement other than the Assigned Rights and Obligations and that apply to any and all portions of the Subdivision not otherwise acquired by or conveyed to Assignee. Assignor shall further retain all obligations in the following sections of the Agreement and agrees to perform the same: Sections 2.1, 4.1, 4.3 and 4.4. 3. Assumption of Obligations. Assignee hereby assumes and agrees to perform all of the commitments, obligations, terms, provisions, conditions and covenants of the Assigned Rights and Obligations. 4. Replacement of Improvement Guarantee. Forestar warrants that it shall replace Assignor's Improvement Guarantee with new security of its own in a form and in the amount required by Section 1.11 of the Agreement, but no less than the amount of Assignor's Improvement Guarantee, unless the Town determines at its sole discretion that such new security can be issued at a lesser amount. Forestar shall provide the Town a new Improvement Guarantee within 30 days of execution of this Assignment. Such Improvement Guarantee shall be maintained in accordance with and shall otherwise be subject to all terms and requirements of the Agreement. Upon receipt of Assignee's Improvement Guarantee meeting the requirements of the Agreement, the Town shall return to Mortgage Consultants the Improvement Guarantee posted by it. 5. Effect. Notwithstanding anything in this Assignment to the contrary, this Assignment shall become effective upon the later of full execution by the parties hereto or the date Forestar closes on the purchase of the Forestar Property. 6. Section Headings. The section of headings are inserted herein only for convenience or reference, and in no way shall be defined to limit or describe the scope or intent of any of the provisions in this Assignment. 7. Successors and Assigns. This Assignment shall be binding upon the parties and the successor entity of any party and will be deemed a covenant running with land included within the (00888945.DOCX; 3) 2 4656832 12/03/2020 01.50 PM Page 3 of 10 Subdivision and will be binding upon all successors in ownership of the land within the Subdivision; provided, however, that in no event will the purchaser of any platted lot within the Subdivision upon which a dwelling has been constructed and issued a certificate of occupancy be deemed to be a successor to Assignee hereunder. 8. Counterparts. This Agreement may be executed in any number of counterparts, and, when so executed, shall constitute a single, binding agreement between those persons who have executed such counterparts. IN WITNESS WHEREOF, the parties hereto have executed this Assignment of Subdivision Agreement as of the day and year first above set forth. [signature page follows] {00888945.DOCX; 3} 4656832 12/03/2020 01:50 PM Page 4 of 10 FORESTAR (USA) REAL ESTATE GROUP INC., A DELAWARE CORPORATION By: L" Printed Name: James D. Allen Title: Chief Financial Officer ACKNOWLEDGMENT STATE OF TEXAS ) ) ss. COUNTY OF TARRANT_ ) The foregoing instrument w acknowledged efor,e� m,,,� this Leay of� 2020, by'�'h/�� , ��, as �i}-'C) of Forestar (USA) Real Estate Group Inc., a Delaware corporation. Witness my hand and official seal. My commission expires: —:�! I D 1'-2-02,13 \\\��un a u►►►,,�� \\\�� P\ E S T F//ma e4 (SEAL) �PF'. PR...G I v'9''s OF 1824 0 O Notary Public {00888945.DOCX; 3} 4 4656832 12/03/2020 01:50 PM Page 5 of 10 MORTGAGE CONSULTANTS, LLC a Colorado limit liability company By: Printed Name: PoAtncy Title: M Q ( via M tM �- ACKNOWLEDGMENT STATE OF COLORADO ) ) ss. COUNTY OF _ftLafkWC ) The foregoing instrument was acknowledged before me this ( day of kbRwbe-r , 2020, by 0tt0 NC�t,, , as (Y1(yInCAyia �W41. -of MORTGAGE CONSULTANTS, LLC, a Colorado limited liability company. Witness my hand and official seal. My commission expires: b S1 b31 za `t (SEAL) Notary Public :TARY :1D L. AK Y PUBLIC ENO COLORADO PIRES AUGUST3, 2024 {00888945.DOCX; 3} 5 4656832 12/03/2020 01:50 PM Page 6 of 10 ACKNOWLEDGEMENT OF NOTICE AND CONSENT TO ASSIGNMENT The Town of Firestone acknowledges receipt of notice of this Assignment, and acknowledges to Assignor and Assignee that the foregoing Assignment is consented to by: TOWN OF FIRESTONE, COLORADO By: Bo' SindeVr, Mayor ATTEST: { 00888945. DOCX; 3 } 6 4656832 12/03/2020 01.50 PM Page 7 of 10 Exhibit A Forestar Property Lots 1 through 34, Block 1, Lots 1 through 12, Block 2, Lots 1 through 3, Block 3, Lots 1 through 9, Block 4, Lots 1 through 11, Block 5, Lots 1 through 17, Block 6, Cottonwood Hollow, Filing 1 Town of Firestone, Weld County, State of Colorado {00888945.DOCX; 3} 7 4656832 12/03/2020 01.50 PM Page 8 of 10 Exhibit B (Forestar-Provided Public Improvements) EXIIJIBIT H (S_hedvle of I'alprr,yctncnts) Ekatibit 13 Cc#tcnwvaJ Horaw, Fgirig 1 WiDj Gast f Quantity Estimate Date January 19,. 2011) -V�URK _ QUANTITY.. COST COST EROSION CONTROL G.rswlettWaishout 1 FA $tart y Constvxtikxk Fernct 2,400 LI $1 $2,4 ` Inlet prcteoiion 1 b EA $3r.],3 $4, 0utktgvolc010n 4 F.A 'poo 51,2cc SO fer,:e-Rein`wupad 8,750 LF $1 $13,75 Sc d arvd MA—h 23 AC UK 319,80 Stabilized Staging Area 1 EA 51,aoo $1,"M Vchicb tfirzki,;g pad 1 EA $1,w) $1,9"_ . Temporary sediment Basin 2 EA $3,5w $7,0o" 5�?at l S47,6.[' Fr TJi%W)RK FII) QuanHla., e4,705 C't $-3 $161,7 Cut Qua nfitcea B7,993 Gy $3 3144,SW Frus-,oft C*nlrol 1 L5 53,50D $3,son SuhC ilal S310,245 ROAUAIAY Street aubgrads p°epar-ri6on 2�D,700 SY $2 S%4 Flaw Courso 2.9,700 SY $12 S356,40C A ;phall (V° Thk,:k,i 27,400 SY $27 $739, &' VerfFical Curb & Gutter 455 LF $20 $9,1 Mountabla Curb & Gulttr 7,600 LF $25 90,ODE Concm.te Wewalk, 4.7 NWe,. 4" thick 6,725 LF $18 $121,0 oncrete ; f, tv3lk 80 elide 4" thk-k 455 L<' $32 $14,561 Handi-Cap Rarr+pes 20 EA $2,SDD $5r3„0 Gross Pan f Curb Relums G EA $2,500 $16,ODE Sigrragaand Stag3+g 1 LS $1,500 3 1, 50 Sheet Lighting - Cobra Head 3 EA $5,000 $15,001 Street Lights (Residenfz @ EA $1,5DD 312:OOC rr3ffic Ccntrod 1 L 3 $4,ODD 34,04, Manhole A)djustnwnt 6 F-A $50 $3,60C (00888945.DOCX; 3) 8 4656832 12/03/2020 01.50 PM Page 9 of 10 Coitonymud Hollow, Filing 1 t.liility Cos1.f Qua -Milt' E.OrTrales• Valve Box Adjustments 29 EA. S500 $14,500 Saw Cut 06, LF S2 $103 AsphaK Swrx out and Tee Patcb 48 LF $22 51,056 Subtotal $1,607,184 STC}Ith4 SLViER 1fS' P xe R€intorr-,x-d Ccriniele P"i34 (ROP) 640 IF SG0 332,400 1b' Flared End Sectwon RCP 0 EA $700 $8,-k i 24" P r* Relntord:ed C oncrele P=f (110 P) 283 LF $i 0 319,810 24" Flared End S&Okon ROP 2 EA $Boo S-1,6w W Piv R(,JnR)rr,.od CoricgA- r Pjx. (ROP) 230 LF $90 $20,700 ,1C(' Hard, End 5A tk)n RGP 4 FA $1,ODD $4.M) 36" Pipe Rainf6rced Cuncic`o PF (RCP) 1 r'8 LF $100 517,&YJ 4W tripe ALAS 10 LF WO S 48' Pipd Reinforced Concrete Pipe (RCP) 250 LF $135 $33,7,% 48" Flere-d End S.:ctbn CMP 1 EA DLL $600 4V'FlarW End Scction RCP 1 EA 52,001) $2,000 Manhole, 4' did. 2 EA S3,500 $7,000 hinrihnio, WOW, 2 FA S4,2 0 $Cs,4CO Manhole, 6' dle. 1 EA SS,;=: D $5,500 Hr adwdII,MJfnq vrdli 2 L..Ca 55,ODD $10,0GO Ouliet Structures 2 EA S2,100 $5,400 Type' 'Inlet 1 EA S4,200 $4,200 iCI 3Y1 " Inlet 2 to S4,PSI' D $9,2aG 15! Type `fit" Inlet 5 EA 56,010 $25,GrO 2' Coda, Pan- 4" 1'hr k 115 LF $12 $1,380 CDOT T-Base Manhole 1 EA S2,800 $2,800 15' -lype "R' InletO Modified Grate (Inte-!nal inlet 2110) 1 EA S5,050 $5,000 Type'C"Inlet 1 EA S2,1POD $2,100 Suhtolal $225,54 IRRIGATION DITCH ail" Pipe Reinfomed Concrete Pipe (RGJP) 1 �523 LF $ $137,07G Manhole, 5' dia. 5 Erb S4,20D $21,0i1t1 W' Fla ed End Section RCP 2 EA $1, ? $2,000 Box Culvert 48' x 455' 158 LF $400 $63,200 Flead+vall tMng wall 2 US 56,E $10,000 SvbInUU $233,270 WATER SYSTEM - POTABLE Connect to edshr�g line 2 EA $1.200 $2,400 8' Pipe PVC C:-HOLD, Class 150 8,246 LF $25 521)6,125- :I" Cate: V Ive 16 EA Sl A00 S25,GCO (00888945.DOCX, 3) 9 4656832 12/03/2020 01.50 PM Page 10 of 10 Cottonusa d HoIrtm, Fising 1 Utility Cost? Quantly Eminvale 9' Hend Fittings 66 EA $450 $Z4,750 21' Pipe Sty Casing 80 LF $112 WNW 17' Pipr; PVC C-900, Gkov, 150 6,663 LF S35 $2:36,288 17" Gate vawe 8 EA $3,000 $24,000 12' Hand Fittings 29 EA € o $18,850 La Steel Casing 8o LF $1.115 $14,000 V' Ducule tyon 418,5 LF $N $12,666 Fine Hydrant Assembly 10 EA $2,500 $151000 WateT,no Lu%wring EA $4,500 $A0,500 Ai? and vzxuum Valve Vaal, 1 Eta $1,5DO $1,600 Water seivice lines. 86 EA $050 $73,100 subtclat $713,008 IRRK3ATIONN SYSTFM Cannucl to propos+�.1 lint, 3 17A $12 $36 3Ja' Inigctim Service Meler 1 FA $WO S500 1" lmgalion Ss -wire ,dater 2 EA Y $1,000 Spnnkler heads 145 rA $3 $435 Irrigation Contra- Valve 20 EA $10 S200 s Station Conlruller 2 rA $ 0 $100 1FC ez 110 LF $2 9220 3" Sleeve 626 LF Y2 $930 6'= Sleevve 625 LIB $1,875 1` Irrigytioo Llric 3,150 LF $3 $7.676 1-1t4" Irrigation Lire 340 LF $3 $1,020 1-112" Irrigation Line 650 LF $4 $2,275 112" Irrigation Drift Lif* 900 LF 5712 $1,000 Subtotat $14,109 SANITARY SEWER SYSTEM 8` PVC pipe SDR 35 4,.925 LF $132"m Mant;'aie, 4` dia. 25 to $ 7,500 Sanital" 50Aaw st-vi s 86 EA 149,450 Subiotst $230,925 SUBTOTAL CONSTRUCTION $3,•3131,526 GONTINGENGIE'S ip 16% ssoa,729 TOTAL CONSTRUCTION $3, 0,254 (00888945.DOCX; 3 ) 10