HomeMy WebLinkAboutC19-013 Community Health ServicesDocuSign Envelope ID: 35E5673D-3BF1-48EB-9C71-28F1DB249534
ASSIGNMENT AND ASSUMPTION OF GRANT
This Assignment and Assumption of Grants, effective as of December S, 2018 ("Effective
Date") is between Community Health Services, a Colorado non-profit corporation ["Assignor"}
and Eagle County Public Health Department, a Colorado local governmental entity ["Assignee
The Colorado Health Foundation ["TCHF' }, by Grant General Terms, Conditions and
Understandings, previously made to Assignor Grant #8896, dated October 18, 2017 [the "Grant"},
of which grant was active on the Effective Date.
Assignor has agreed to assign to Assignee certain contracts including the Grant. In
connection therewith, Assignor and Assignee wish to set forth their understanding of the
assignment and assumption of duties and obligations of the Grant. Further, Assignor and Assignee
deliver to TCHF this Assignment and Assumption of Grant to induce TCHF to consent to the
treatment of the Grant as detailed herein.
Assignor and Assignee agree as follows:
1. Assignment and Assumption. Assignor hereby assigns to Assignee the Grant. Assignee
hereby assumes and undertakes all obligations of payment and performance under the Grant from,
on and after the Effective Date.
2. Assignee's Obligations Under the Grants. Assignee agrees to pay, assume, perform or
discharge all obligations of Assignor, of every kind except as noted below, whether direct or
indirect, absolute or contingent, known or unknown, mature or not yet mature, or otherwise, arising
in connection with the performance of the Grant prior to, on and after the Effective Date.
Notwithstanding the foregoing, Assignee shall not be responsible for the second sentence in
paragraph 17(a) of the grant agreement, which states, "Grantee shall indemnify and hold The
Colorado Health Foundation, its directors, trustees, officers, employees, and agents harmless from
all damages, costs, fines, attorney's fees, or liabilities of any kind or nature arising from any claims,
demands or suits resulting from Grantee's infringement of any third -party intellectual property
rights."
3. Assignor's Continuing Obligations under the Grants. Notwithstanding Assignee's
assumption of the Grants as set forth in this Assignment and Assumption, Assignor acknowledges
and agrees it shall have continuing responsibility for sections 6, 8, 10 and 17 of the Grant. Such
continuing responsibility of Assignor shall be in addition to the responsibility of Assignee for such
sections of the Grant.
4. Counterparts. This Assumption may be executed in any number of counterparts, each of
which will be deemed to be an original and all of which shall together constitute one agreement
which is binding upon the parties, notwithstanding that such parties are not signatories to the same
counterpart. The exchange of executed copies of this agreement by facsimile transmission, or as
an attachment to an electronic mail message in "pdf' or similar format, will constitute effective
execution and delivery and may be used in lieu of the original document for all purposes.
Assignor and Assignee acknowledge that this Assumption is deemed effective as of the Effective
Date, notwithstanding the date of execution.
46028651.2
DocuSign Envelope ID: 35E5673D-3BF1-48EB-9C71-28F1DB249534
Assignor:
Community Health Services
DocuSigned by:
Signature; 5,�) SfA
Name:—Li 6 RXOFB64EE...
Title: Executive Director
Date: January 1b,
2019
AGREED AND ACCEPTED:
The Colorado Health Foundation
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igned by:
Signature:
Name: Amy ddQMWF087D418...
Title: vice President, Philanthropy
Date: January 16, 2019
2
Aevis 46028651.2
Assignee;
Eagle County Public Health Department
Signature;
Name; Jeff Shroll
Title: County Manager
Date: 01/16/2019
