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HomeMy WebLinkAboutC18-096 EAT-1706 LLC, WJWJ Ranch Holdings III, LLC & WJWJ Ranch Holdings, LLCEagle County, CO Regina O'Brien Pgs: 2 REC: $0.00 DOC: $0.00 sECOryp ASSTGNMENT AND ASSUMprrp--N OF SUBpIVISION IMPROVEMENTS AGREEMENT FOR THE EMMA X'ARMS SUBDIVISION Tlis Second Assignment Agreement (the "Second Assignment Agreement") is entered into this J4day of {t(tt,- iOrcAv and between gAt-1ZO6,ffC ("EAT LLC"), WJWJ Ranch Hotdiogr tfrltC l WfWf") and WJWJ Ranch Holdings, LLC ("WJWJ Ranch"j. RECITALS: A. Reference is made to that certain Subdivision Improvernents Agreement for the Emma Farms Subdivision dated Decernber 4,2007 and recorded January 8, 2008 at Reception No. 200800550 ("SIA") of the Records of the Clerlc and Recorder of Eagle County, Colorado. B. Reference is made to that cefiain Assignment of Subdivision Improvements Agreement for the Emma Farms Subdivision dated June 7,2A17 (the "Assignment of SIA") and recorded June 13, 2017 at ReceptionNo.Z}llll193 of the Records of the Clerk and Recorder of Eagle County, Colorado and also recorded June 9,2017 as ReceptionNo. 639017 of the Records of the Cielk and Recorder of Pitkin County, Colorado, C. The "Contract" described in paragraph "G" ofthe RECITALS of the Assignment of SIA has closed and the deed for "Emma Farms Lots and Land Areas" (as that term is defined in paragraph {(C" of the Recitals the Assignment of SIA) was delivered to EAT LLC as provided under parugtaph2 of the Assignment of SIA. The deed was recorded June 13,2017 at Reception No. 201711191 of the Records of the Clelk and Recorder of Eagle County, Colorado and also recorded June 9, 2017 as Reception No. 639015 in the Records of the Clerk and Recorder of Pitkin County, Colorado. D. The 1 03 1 Exchange described in paragraph "I" of the RECITALS of the Assignment of SIA (the "1031 Exchange") did not occur and EAT LLC and WJWJ are in process of o'unwinding"the 1031 Exchange, E. The 1031 Exchange and the Assignment of SIA contemplated that EAT LLC would sell and convey the*Emma Farms Lots and Land Areas" to WJWJ, and that the SIA would be assigned to WJWJ. F. In connection with the unwinding of the 1031 Exchange, EAT LLC, WJWJ, and WJWJ Ranoh desire that EAT LLC sell and convey the ooEmma Farms Lots and Land Areas" to WJWJ Ranch instead of selling and conveying same to WJWJ, and that the SIA be assigned by EAT LLC to WJWJ Ranch instead of assigning same to WJWJ. G. Eagle County, Colorado and WJWJ have consented to this Second Assignment Agreement for assignment of the SIA from EAT LLC to WJWJ Ranch based upon the terms and conditions set forth herein. l 201 805625 04t16t2018 08:09:53 AM C18-096 WITNESSETH NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agrce: 1. V/JV/J hereby assigns all ofits rights, interests, and obligations under the Assignment of SIA to WJWJ Ranch. 2. WJWJ Ranch hereby assumes, accepts and agrees to timely perform and discharge in accordance with the terms of the Assignment of SIA any and all of the obligations of WJWJ under the Assignment of SIA and agrees to be bound by all terms of the Assignment of SIA. 3. Effective on date of deed from EAT LLC to WJWJ Ranch, EAT LLC hereby assigns and transfers to WJWJ Ranch all of its right, title and interest as "Subdivider" under the SIA. By its acceptance hereof and effeotive on date of deed from EAT LLC to WJWJ Ranch, WJWJ Ranch hereby assumes, accepts, and agrees to timely perform and discharge in accordance with the telms of the SIA any and all of the obligations of 'oSubdivider'under the SIA and agrees to be bound by all teuns of the SIA. IN WITNESS WHEREOF, the parties hereto have executed this Second Assignment Agreement as of the date and year first above written. EAT.1 \[JWJ Ranch Holdings III, LLC C.o'ru^^; N I^AAt By: By: M,Manager WJWJ Ranch Holdings, LLC By: fuar-s Manager Date vf ral l8 offT' "lts