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HomeMy WebLinkAboutECHDA19-011 Eagle County Assignment ASSIGNMENT OF AGREEMENT This Assignment of Agreement (this “Assignment”) is made and entered into this ______________________, (the “Effective Date”), by and between the Eagle County Housing and Development Authority (“Assignor”) and Eagle County, Colorado (“County”), a body corporate and politic (“Assignee”). WHEREAS, Assignor is a party to that certain Preconstruction and Construction Services Agreement for the Eagle County Housing and Development Authority Eagle Ranch Lot 3 Apartments, dated August 7, 2018 between Assignor and FCI Constructors, Inc. (“FCI”), a copy of which is attached hereto as Exhibit A (the “Agreement”); and WHEREAS, Assignor desires to assign to Assignee all of Assignor’s rights and obligations under the Agreement and Assignee agrees to the assignment of such rights and the assumption of such obligations. 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. Assignment 1.1 Assignment. Effective as of the Effective Date, Assignor hereby assigns to Assignee all of its right, title and interest under the Agreement and Assignee accepts such assignment and agrees to be bound by all terms of the Agreement as of the Effective Date of this Assignment for the remainder of the current Term. 1.2 Assumption of Obligations. Effective as of the Effective Date, Assignee hereby assumes, accepts and agrees to timely perform and discharge in accordance with the terms of the Agreement any and all of the obligations of Assignor required by the Agreement. 1.3 Warranty. Assignor hereby represents and warrants that to its knowledge no default exists under the Agreement. Assignor further warrants that the Agreement has not been modified, orally or in writing. 2. Amendments. This Assignment may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by all parties. 3. Applicable Law. This Assignment shall be governed by and interpreted in accordance with the laws of the State of Colorado, and the parties agree that venue is proper in the District Court of Eagle County, Colorado. 4. Severability. The invalidity, illegality or unenforceability of any provision of this Assignment shall not affect the validity or enforceability of any other provision hereof. DocuSign Envelope ID: 783CD747-535E-4FDF-A6CA-1F05631C8B3C 5/15/2019 5. Execution by Counterparts; Electronic Signatures. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Assignment. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Assignment: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. EXECUTED, by the parties hereto on the day and the date first above written. ASSIGNOR: EAGLE COUNTY HOUSING AND DEVELOPMENT ATHORITY By: Its: ______________________________________ ASSIGNEE: EAGLE COUNTY, COLORADO By: Its: County Manager DocuSign Envelope ID: 783CD747-535E-4FDF-A6CA-1F05631C8B3C Housing Director EXHIBIT A Preconstruction and Construction Services Agreement for the Eagle County Housing and Development Authority Eagle Ranch Lot 3 Apartments DocuSign Envelope ID: 783CD747-535E-4FDF-A6CA-1F05631C8B3C