HomeMy WebLinkAboutTower Theatre Productions - Agreement - 07.22.2022-~t-o ~1 p'. "' (,pr ...·s
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LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment
Agreement") is dated as of~ul~ ~ , 2022 ("Assignment Date"), by and between TOWER
THEATRE PRODUCTIONS: a ali fom ia general pa rtn ersh ip , and/or its agent ("Assignor''), and
the CITY OF FRESNO, a charter city ("Assignee ").
RECITALS
A. Assignor is the owner of that certain real property located in the City of Fresno,
County of Fresno, State of California, located at 1247 North Wishon (APN 451-265-02) and 777
East Olive Avenue (APN 451-265-03) in the City of Fresno, CA together with all improvements
thereon (collectively, "Property").
B. On April 28, 2022, Assignor and Assignee entered into an Agreement for Purchase
and Sale of Real Property under Threat of Condemnation and Joint Escrow Instructions pursuant
to which Assignee agreed to purchase the Property from Assignor rPurchase Agreement").
C. The Property is subject to those certain leases identified on Exhibit A attached
hereto and incorporated herein by reference ("Leases").
D. Assignee wishes to acquire, and Assignor is willing to transfer, Assignor's interest
in the Leases concurrent with the Assignee's acquisition of the Property from Assignor.
Accordingly, this Assignment Agreement shall only be effective upon the close of escrow
conveying the Property from Assignor to Assignee pursuant to the Purchase Agreement which
date is set forth above as the Assignment Date.
NOW, THEREFORE, in consideration of the mutual promises of the parties , and for other good
and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties
agree as follows:
1. Recitals. All of the foregoing recitals are true and correct and are incorporated
herein by reference.
2. Assignment. Assignor hereby assigns, sells, conveys, and otherwise transfers to
Assignee all of Assignor's interests, rights, and obligations under the Leases. This assignment
shall be effective as of the Assignment Date. Assignee's execution hereof confirms that Assignor
shall no longer be liable for the performance of any obligations, terms, covenants, or conditions
under the Lease arising after the Assignment Date and that Assignee hereby agrees to forever
release Assignor from the performance of any such obligations, terms, covenants, and conditions
under the Leases.
3. Assumption of Obliga tions and R ights. Assignee hereby accepts all of
Assignor's interests, rights, and obligations under the Leases arising after the Assignment Date
and assumes and agrees to perform all of Assignor's corresponding obligations, terms, covenants,
and conditions under the Leases accruing from, and after the Closing Date.
4. Represe ntations, Warranties and Covenants. All Assignor's and Assignee 's
representations, warranties and covenants set forth in the Purchase Agreement shall survive the
Closing and are incorporated into this Assignment Agreement.
5. Due Execution. The person(s) executing this Assignment Agreement on behalf of
the parties hereto warrant that: (i) such party is duly organized and existing; (ii) they are duly
.
authorized to execute and deliver this Assignment Agreement on behalf of said party; (iii) by so
executing this Assignment Agreement, such party is formally bound to the provisions of this
Assignment Agreement; and (iv) the entering into of this Assignment Agreement does not violate
any provision of any other agreement to which said party is bound.
6. Effect on Assigned Leases. Except for the assignment of Assignor's interests to
Assignee in accordance with the provisions of this Assignment Agreement, the parties further
agree that nothing in this Assignment Agreement shall be deemed as modifying or otherwise
affecting any of the provisions of the Leases.
7. Indemn ifi cation. Subject to that certain Joint litigation, Defense and
Indemnification Agreement regarding the parties hereto, Assignor agrees to indemnify, defend, and
hold harmless Assignee and all persons and entities affiliated with Assignee including their
respective officers, agents and employees from and against any and all claims, liabilities, and
losses (collectively, "Claims") arising out of the Leases arising before the Assignment Date ,
including any Claims arising as a result of any inaccuracies in Assignor's representations and
warranties set forth in the Purchase Agreement and in this Assignment Agreement. Assignee shall
indemnify, defend, and hold harmless Assignor and all persons and entities affiliated with Assignor
including their respective officers, agents and employees from and against any and all Claims
arising out of the Leases arising after the Assignment Date, including any Claims arising as a result
of any inaccuracies in Assignee's representations and warranties set forth in the Purchase
Agreement and in this Assignment Agreement.
IN WITNESS WHEREOF, the parties have executed this Assignment Agreement as of the
Assignment Date.
ASSIGNOR: ASSIGNEE:
By :
TOWER THEATRE PRODUCTIONS, a
California general partnership
By: Tower Theater Properties,
a California corporation
General Partner
CITY OF FRESNO, a
By: By: Pacific Produce Distri b APPROVED AS TO FORM
a California corporation
CITY ATTORNEY'S OFFICE::neral Pa rtnt
Its: _ Ct o
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EXHIBIT A
IDENTIFICATION OF LEASES
1. Building Lease dated September 1, 2016 by Me-N-Eds Pizzareria Inc., a Nevada
corporation.
2. Lease dated February 12, 2013 executed by Craig Scott Kendall and Michele Kendall dba
Sequoia Brewing Company Bar & Grill ("Kendalls") with Lease Extension Agreement May 1, 2017
executed by the Kendalls, and Assignment of Lease dated March 20, 2020 executed by Kendalls
in favor of Jeremy Smith and Allison Richtel-Smith ("Smiths").
3. Building Lease (CDTCocina, LLC) dated July 1, 2021 .
ALL-8 Operator Total Fee/ CAO
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