HomeMy WebLinkAboutC17-167 Emma Farms LLCEagle County, CO 201710560
Regina O'Brien 06/05/2017
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CONSENT TO ASSIGNMENT AND ASSUMPTION OF
SUBDIVISION IMPROVEMENTS AGREEMENT
FOR THE EMMA FARMS SUBDIVISION
WHEREAS, the County of Eagle, State ofColorado (the "County") and Emilia Farms, LLC
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and SW Enterprises, LLC (collectively "Subdivider'") entered into a Subdivision Improvements
Aareerrient for the Emma Farms Subdivision (the "Subdivision-) dated December 4. 2(X,)7, and
recorded.lanuary 8.2008 at Reception No. 20080M550, in the records of the Eagle County Clerk and
Recorder (hereinafter referred to as the "Agreement").
WHEREAS, SW Enterprises, LLC subsequently conveyed all of its right, title and interest in
the Subdivision to Emma Farms. LLC ("EF LLC") and for purposes hereof "Subdivider" shall mean
EF LLC.
WHEREAS, EF LLC as Seller and WJWJ Ranch Holding 111. LLC (-WJWJ-) as Buyer
have entered into that certain contract dated 12/29/2016 ("Contract*) for purchase and sale of the
Subdivision. the Subdivision being snore specifically described on the Amended Final Plat for
Emma Farrils, recorded on July 30, 2015 at Reception No. 201.514392.
WHEREAS, Section 4.7 of the Agreement provides that in the event the Subdivider sells,
transfers or assigns all or part of the Subdivision, the obligations of the Subdivider Linder the
Agreement as to that portion of the Subdivision may be assumed in writing by the purchaser of the
parcel. Section 4.7 oil the Agreement further provides that no such assumption of" the SUbdi vider's;
oblic,ations shall be effective unless the County gives its prior written approval al to such assumption.
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WHEREAS, the County desires to docurnent its consent to the assignment ofthe Agreement
from Subdivider to WJWJ as set forth herein.
WHEREAS, EF LLC and WJWJ each desire to undertake their own separate 1031 Exchange
with respect to the transaction contemplated by Contract.
WHEREAS, in order to comply with requirements pertaining to 1031 Exchanges, certain
transfers of the Subdivision property have to occur before and after the closing of the Contract;
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however, that such transfers shall in no way diminish the ultimate assignment Cnment of the
Agreement from EF LLC to WJWJ and assumption of the Agreement by WJWJ and the transfers
shall each include assignment and assumption of the Agreement. The contemplated transfers and
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assignments and assumptions are hereinafter referred to as the "Transfers".
WHEREAS, the Transfers include: (1) transfer of the Subdivision property including
assignment of the Agreement from EF LLC to Toni and Vivian Waldeck, Steven Waldeck and
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The Stone FaniilVTrUSL (,.Tenants -in -Common") and assumption of the Agreement by Tenants -
in -Common; (2) transfer of the Subdivision property including assignment of the Agreement
from Tenants -in -Common to EAT 1706, LLC (a qualified intermediary for 1031 exchange
purposes) and assumption of the Agreement by EAT 1700, Ll -C-, (3) transfer of the Subdivision
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property including assignment of the Agreement from EAT 1706, LLC to WJWJ and assumption
of the Agreement by WJWJ.
WHEREAS, for purposes of the .1031 Exchange, prior to closing of the Contract, EF LLC
will transfer the Subdivision property to Tenants -in -Common which will include assignment by
EF LLC of its interest under the Agreement to Tenants -in -Common.
WHEREAS, for purposes of 1031 Exchan( ge. prior to closing of the Contract, W.IWJ will
assign its interests under the Contract to EAT 1706, LLC -
WHEREAS, WJWJ will ultimately assume, accept and agree to timely perform and
discharge in accordance with the Agreement any and all of obligations of Subdivider under
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the Agreement and agree to be bound by all terms of the Agreement.
CONSENT
I Pursuant to Section 4.7 of theAgreement, the County hereby consents to the Transfers
which shall be deemed to include assignment by Subdivider of all. of its right, title and interests as
"Subdivider" as defined in the Agreement and the assumption thereof, including all obligations of
the Subdivider under the Agreement, by each of Tenants - in -Common. EAT 1706, LLC and WJWJ
effective as of the closing date of the Contract tentatively scheduled June 7, 2017; provided,
however, that if such closing date changes, such change shall in no way negate or otherwise diminish
this Consent so lona as written notice of any changed closing date is promptly delivered to the
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County Attorney for Eagle County, Colorado, in which case this Consent shall be effective as of the
actual date of closing.
2. The County acknowledges that this Consent and the Transfers are contingent on
closing of the Contract. If such closing does not occur, this Consent shall be null and void and of no
further force or effect. If such closing does not occur, written notice of same shall be promptly
delivered to the County Attorney for Eagle County, Colorado.
COUNTY OF EAGLE, STATE OF COLORADO
By and Through it , s BOARD 0 F COUNTY COMMISSIONERS
By:
Jillian H. Ryan, Chair
ATTEST:-,,
Clerk to the Board of County Commissioners
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