HomeMy WebLinkAboutHousing Authority - Travel Inn - 20201 2659689v2 / 18621.0003 2678309v1 / 18621.0001
ASSIGNMENT AND DELEGATION OF PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT AND DELEGATION OF PURCHASE AND SALE
AGREEMENT (this “Assignment”) is made and entered into this 3rd day of December, 2020
(the “Effective Date”), by and between the HOUSING AUTHORITY OF THE CITY OF
FRESNO, a California public body corporate and politic ("Assignor"), and the CITY OF
FRESNO, a California municipal corporation (“Assignee”). All capitalized terms used in this
Assignment shall have the same meanings as set forth in the Purchase Agreement (defined
below).
RECITALS:
A. Assignor, as buyer, and S&H HOTEL, LLC, as seller (“Seller”), are
parties to that certain Purchase and Sale Agreement and Addendum to Purchase and
Sale Agreement dated October 14, 2020 (collectively, the "Purchase Agreement") for a
60-room motel known as the Travel Inn, Fresno County APN 449-343-07 (the
"Property"). The Purchase Agreement is attached hereto as Exhibit "A" and is
incorporated herein by this reference.
B. Assignor’s mission is, in part, to support families and individuals
by providing access to quality affordable housing within the City and County of Fresno.
C. The Purchase Agreement permits Assignor, as Buyer, to assign
Buyer’s rights, title, obligations, and interest under the Purchase Agreement to a third
party.
D. Pursuant to the Purchase Agreement, Assignor has deposited
$20,000.00 into escrow to apply to the Purchase Price for the Property (the "Deposit").
E. Assignor now desires to assign and delegate to Assignee, and
Assignee desires such assignment and delegation of, all of its rights, interests, and
obligations under the Purchase Agreement for the Property pursuant to the terms and
subject to the conditions set forth in this Assignment. On October 27, 2020, Assignor's
Board of Directors authorized the assignment and delegation of the Purchase
Agreement to Assignee.
NOW, THEREFORE, for valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereby agree as follows:
1. Assignment and Delegation. Pursuant to the Purchase
Agreement, Assignor may assign its interest in the Property without Seller's consent.
Effective as of the Effective Date, Assignor hereby assigns all of its rights, interests, and
obligations under the Purchase Agreement to Assignee, and delegates to Assignee all
of its duties, responsibilities, and obligations under the Purchase Agreement relating to
the Property. Any reference to “Buyer” in the Purchase Agreement shall apply to
Assignee.
2. Acceptance of Assignment and Delegation. Effective as of the
DocuSign Envelope ID: 47014E80-B58D-4F2B-B70B-259AFBA2386E
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Effective Date, Assignee hereby accepts Assignor’s assignment of all of Assignor’s
rights, interest, and obligations under the Purchase Agreement and hereby accepts
Assignor’s delegation of all of Assignor’s duties, responsibilities, and obligations under
the Purchase Agreement. On and after the Effective Date, Assignee shall perform all of
the duties, responsibilities, and obligations of Assignor under the Purchase Agreement
except that Assignee's Board of Directors must agree to accept the Property prior to the
Close of Escrow, as defined in the Purchase Agreement. Assignee covenants that it (1)
approves, ratifies and confirms all terms, covenants, conditions and provisions of this
Assignment, (2) will perform at Assignee’s own expense all duties and obligation
imposed on Assignee by the Assignment, and (3) expressly assumes and agrees to
keep, perform, and fulfill all the terms, covenants, conditions, duties, and obligations,
required to be kept, performed, and fulfilled by Buyer under the Purchase Agreement on
and after the Effective Date.
3. Deposit. Within five (5) days of the execution of this Assignment,
and receipt of the acknowledgment by the Seller, the Assignee, shall reimburse
Assignor the full amount of the Deposit. Additionally, as valuable consideration for this
Assignment, Assignee shall pay Assignor the sum of One Dollar ($1.00). In the event
that Assignor does not receive such funds either through electronic deposit or cashier's
check as specified in this Section 3, this Assignment shall be void and the obligations
contained herein shall be of no force and effect.
4. Indemnification. Assignor shall indemnify, defend, and hold
Assignee harmless from and against any and all liability, demands, claims, losses,
damages, recoveries, settlements, and expenses (including without limitation
reasonable attorney fees) arising from or in connection with the Purchase Agreement
before the Effective Date of this Assignment. Assignee agrees to indemnify and hold
Assignor harmless from and against any and all costs, liabilities, damages, expenses, or
claims, including without limitation reasonable attorney fees, arising from or in
connection with the Purchase Agreement after the Effective Date of this Assignment.
5. Further Assurances. Each party shall, at its own cost and expense,
execute and deliver any such further documents and instruments and shall take such
other actions as may be reasonably necessary to carry out this Assignment.
6. Governing Law. This Assignment shall be governed by, and
construed in accordance with, the laws of the State of California (without regard to the
conflicts of laws provisions thereof).
7. Counterpart Execution. This Assignment may be executed in any
number of counterparts, and each such counterpart shall be deemed to be an original
instrument, all of which together shall constitute one and the same instrument.
[SIGNATURE PAGE TO FOLLOW]
DocuSign Envelope ID: 47014E80-B58D-4F2B-B70B-259AFBA2386E
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IN WITNESS WHEREOF, the parties have executed this Assignment as
of the date set forth above.
CITY OF FRESNO,
A California municipal corporation
By:
Wilma Quan,
City Manager
APPROVED AS TO FORM:
DOUGLAS T. SLOAN
City Attorney
By:
Tracy N. Parvanian Date
Senior Deputy City Attorney
ATTEST:
YVONNE SPENCE, MMC
City Clerk
By:
Deputy
HOUSING AUTHORITY OF THE CITY OF
FRESNO, a California public body corporate and
politic
By:
Name: Preston Price
Title: CEO/Executive Director
(If corporation or LLC., Board Chair, Pres.
or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Addresses:
CITY:
City of Fresno
Attention: City Manager’s Office
City of Fresno
2600 Fresno Street
Fresno, CA 93721
Phone: (559) 621-8000
FAX: (559) [#]
Assignor:
Housing Authority of the City of Fresno
Attention: Preston Prince
CEO/Executive Director
1331 Fulton Street
Fresno, CA 93721
Phone: (559)443-8400
FAX: NA
DocuSign Envelope ID: 47014E80-B58D-4F2B-B70B-259AFBA2386E
12/8/2020