HomeMy WebLinkAboutECHDA14-009 Nelson-Tremain Partnership I
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ASSIGNMENT OF AGREEMENT
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This Assignment of Agreement(this"Assignment")is made and entered into effective as-
of `�, 2014 by and between Eagle County Housing and Development Authority
(" sig "), Castle Peak Senior Care, LLC, a Minnesota non-profit limited liability company
("Assignee") and Nelson-Tremain Partnership, P.A. a Minnesota professional association
("Architect").
WHEREAS, Assignor is a party to that certain Agreement for Architectural Services
between Assignor and Architect dated January 10, 2011 and September 21, 2012 (the
"Agreement");and
WHEREAS, Assignor desires to assign to Assignee all of Assignor's rights and
obligations under the Agreement and Assignee desires to assume such rights and obligations;and
WHEREAS, paragraph 12(1) of the Agreement provides in part that Assignor shall have
the right to assign the Agreement to Assignee and that Assignor shall be permitted to make such
assignment in Assignor's sole and absolute discretion;and
WHEREAS,the parties also desire to amend the Agreement such that Assignor shall be a
third party beneficiary to the Agreement and with rights to receive and use Instruments of
Service as that term is defined in paragraph 7(a)of the Agreement.
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NOW, THEREFORE,in consideration of the mutual covenants contained herein,and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,the parties hereto agree as follows: •
1. Capitalized terms in this Assignment will have the same meanings as in the
Agreement. To the extent that the terms and provisions of this Assignment conflict with, modify
or supplement portions of the Agreement,the terms and provisions contained in this Assignment
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shall govern and control.
2. Assignor hereby assigns and conveys to Assignee all of its right,title, interest and
obligations in and to the Agreement.
3. Assignee hereby accepts such assignment and hereby assumes all of Assignor's
right,title,interest and obligations under the Agreement as of the date hereof.
4. Assignor shall have no liability as of the date of this Assignment arising from the
Agreement.
5. Architect hereby consents to the Assignment,
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6. As of the date of this Assignment, Assignor shall be a third party beneficiary to
the Agreement. Further, Assignor shall continue to be an additional insured and Indemnitee as
set forth in paragraph 5 and 6 of the Agreement.
7. Assignor and Assignee shall each be entitled to the Instruments of Service and to
use them as set forth in paragraph 7(a)through(e)of the Agreement.
8. This Assignment shall be governed under the laws of the State of Colorado.
9. This Assignment,plus any modification, may be transmitted by electronic means.
All parties agree that their original signatures, which are copied on the documents transmitted
electronically,shall be binding as if they were original signatures.
10, This.Assignment may be executed in counterparts, which when taken together,
shall constitute the entire agreement of the parties.
EXECUTED by the parties hereto as of the date first above written.
ASSIGNOR:
EAGLE COUNTY HOUSING AND
DEVELOPM{ T AUTHORI Y
By:
Jr r• .Ryan,Chairman /
ASSIGNEE:
CASTLE PEAK SENIOR CARE,LLC
a Minnesota anon-profit limited liability company
By: fr7I Ic / Q
ARCHITECHT:
NELSON-TREMAIN PARTNERSHIP,P.A.
a Min esota Professional Association
ByL,,/Lt---*
Gaius U.Nelson,Presisident
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