HomeMy WebLinkAboutECHDA19-004 Impact Development Fund Assignment and AssumptionASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT
(SERVICE AGREEMENT)
THIS ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT (this
“Agreement”) by and between Funding Partners for Housing Solutions, Inc., a Colorado nonprofit
corporation (“Assignor”) and Impact Development Fund, a Colorado nonprofit corporation
(“Assignee”), is effective as of December 5, 2018 (the “Effective Date”).
RECITALS
A. Assignee is the sole member of Assignor, and Assignor and Assignee have entered
into or will enter into an agreement whereby Assignee will obtain substantially all of the assets
and liabilities of Assignor (the “Transaction”).
B. In connection with the Transaction, Assignor will assign to Assignee all of
Assignor’s interest in the agreement attached hereto as Exhibit A (the “Service Agreement”), as
of the Effective Date.
C. The Service Agreement requires the other party’s consent for such assignment, and
pursuant to this Agreement, the undersigned party provides its consent for the assignment of the
Service Agreement from Assignor to Assignee.
D. The parties also desire to extend the term of the Service Agreement to and through
December 31, 2019.
AGREEMENT
NOW, THEREFORE, in consideration of the Recitals, which are incorporated herein by
this reference, and other good and valuable consideration, which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. Grant and Assignment. Assignor hereby grants, assigns, and transfers to
Assignee all of Assignor’s right, title and interest in and to the Service Agreement. Assignee
hereby assumes all of Assignor’s obligations under the Service Agreement from and after the
Effective Date.
2. Extension of Term of Service Agreement. The term of the Service Agreement is
hereby extended to and through December 31, 2019.
3. Governing Law. This Agreement shall be governed by, interpreted and enforced
in accordance with the laws of the State of Colorado.
4. Multiple Counterparts; Electronic Signatures. This Agreement may be
executed in several counterparts, each of which will be deemed an original but all of which will
constitute one and the same instrument. This Agreement may be executed and delivered by
facsimile or email and such facsimile or email execution and delivery shall have the same force
and effect as delivery of an original document with original signatures. Each party may use such
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email or facsimile signatures as evidence of the execution and delivery of this Agreement by all
parties to the same extent that an original signature could be used.
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SIGNATURE PAGE
TO
ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT
(SERVICE AGREEMENT)
Assignor and Assignee have executed this Assignment, Assumption and Consent
Agreement effective as of the Effective Date.
ASSIGNOR:
FUNDING PARTNERS FOR HOUSING
SOLUTIONS, INC.,
a Colorado nonprofit corporation
By IMPACT DEVELOPMENT FUND,
a Colorado nonprofit corporation, its sole
member
By:
Sean Doherty
Executive Director
ASSIGNEE:
IMPACT DEVELOPMENT FUND,
a Colorado nonprofit corporation
By:
Sean Doherty
Executive Director
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CONSENT
TO
ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT
(SERVICE AGREEMENT)
The undersigned consents to the assignment set forth in this Agreement and acknowledges
and agrees that such assignment is in full compliance with the terms and conditions of the Service
Agreement. The undersigned also hereby acknowledges and agrees to extend the term of the
Service Agreement to and through December 31, 2019.
Eagle County Housing and Development Authority
a body corporate and politic
By:
Name:
Title:
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Kimberly Bell Williams
Housing Director
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EXHIBIT A
TO
ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT
(SERVICE AGREEMENT)
SERVICE AGREEMENT
[See attached.]
11591419_1
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