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HomeMy WebLinkAboutC10-239 Bill of Sale & General Assignment and Assumption Riverview ( BILL OF SALE AND GENERAL ASSIGNMENT AND ASSUMPTION THIS BILL OF SALE AND GENERAL ASSIGNMENT AND ASSUMPTION (this "Assignment ") is made as of this 3'' day of August, 2010 (the "Effective Date "), by and between EAGLE COUNTY, COLORADO, a body corporate and politic ( "Assignor "), and EAGLE RIVERVIEW AFFORDABLE HOUSING CORPORATION, a Colorado nonprofit corporation ( "Assignee "). RECITALS: A. Pursuant to a Reconveyance Agreement between Assignor and Assignee of even date herewith, Assignor this day conveyed to Assignee the real property described in Exhibit A attached hereto and the improvements located thereon (collectively, the "Property"). B. In connection with the conveyance of the Property, Assignor has agreed to assign to Assignee all of Assignor's right, title and interest in and to certain tangible and intangible personal property located on or used in connection with the Property as further described below. NOW, THEREFORE, in consideration of the Recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Assignment and Acceptance. Assignor hereby assigns and transfers to Assignee, and Assignee accepts, all of Assignor's right, title and interest in and to the following: (a) all keys and combinations to all doors, cabinets, safes, enclosures and other locking items or areas on or about the Property, (b) all operating files, tenant ledgers, rent roll data, plans and specifications, engineering, marketing and other studies, reports and surveys pertaining to the Property which are in Assignor's possession or within Assignor's control on the Effective Date, (c) all furniture, appliances, washers and dryers, trade fixtures, maintenance and other equipment, machinery, vehicles, furnishings, and other items of personal property used in the operation of the Property, (d) all telephone and facsimile numbers, domain names, websites, corporate software and electronically stored data (excluding proprietary software) related to the operation and management of the Property, (e) all rights of Seller in and to the name "Riverview Apartments" and all logos, marks, trademarks and trade names related thereto, and (f) all other items of tangible and intangible personal property used in connection with the Property, excluding, however, any of the foregoing which are owned by any third party (collectively, the "Personal Property "). 2. Indemnity. To the extent permitted by law, Assignor shall indemnify, defend (by counsel acceptable to Assignee) and hold harmless Assignee for, from and against any and all claims, loss, cost, liability and expense (including, without limitation, attorneys' fees and expenses and court costs) arising out of or in connection with the Personal Property from events which occurred before the Effective Date. Assignee shall indemnify, defend (by counsel acceptable to Assignor) and hold harmless Assignor for, from and against any and all claims, loss, cost, liability and expense (including, without limitation, attorneys' fees and expenses and court costs) arising out of or in connection with the Personal Property from events which occur on or after the Effective Date. ADE - 065064/000009 - 462654 vl C( 2 3. Successors and Assigns. All of the terms, covenants and conditions set forth herein shall be binding upon and inure to the benefit of Assignor and Assignee and their successors and assigns. 4. Governing Law. This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of Colorado. 5. Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment the day and year first above written. ASSIGNOR: EAGLE COUNTY, COLORADO, a body corporate and politic By: +CJah . hrn .A. Sara J. Fisher - Chairman ASSIGNEE: EAGLE RIVERVIEW AFFORDABLE HOUSING CORPORA ► ON • Colo • o nonpr. fit corporation / f By li %i . ■ _. Jnhrr s`. Lez.v4 Ti ' 111 1 tc.nor- President _ -- 11 DE - 0650647000009 - 462654 vl Exhibit A Legal Description Parcel 1 LOT 1, BLOCK 2, EAGLE -VAIL SUBDIVISION, FILING NO. 2, ACCORDING TO THE PLAT RECORDED JANUARY 7, 1974 IN BOOK 232 AT PAGE 782, COUNTY OF EAGLE, STATE OF COLORADO. Parcel 2 THAT CERTAIN EASEMENT AND RIGHT OF WAY CREATED BY CONVEYANCE OF EASEMENT DATED SEPTEMBER 26, 1978, AND RECORDED ON OCTOBER 2, 1978, IN BOOK 276 AT PAGE 45, FOR THE PURPOSE OF CONSTRUCTING, MAINTAINING, REPAIRING, ENLARGING, AND RECONSTRUCTING VEHICULAR PARKING AND PARKING STRUCTURES, WHICH EASEMENT AFFECTS THE FOLLOWING PARCEL: TRACT A, AMENDED FINAL PLAT, LOT 1A, BLOCK 2, EAGLE VAIL FILING NO. 2, ACCORDING TO THE PLAT RECORDED JUNE 13, 1978 IN BOOK 271 AT PAGE 85, COUNTY OF EAGLE, STATE OF COLORADO. A -1 \\DE - 065064/000009.462654 vl