HomeMy WebLinkAboutTower Theatre Producations - Assumption Agreement - 07.21.2022,,,.D , ,··,...,j,,>-. -~ .-t•-":' ...
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GENERAL CONTRACT ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS GENERAL CONTRACT ASSIGNMENT AND ASSUMPTION AGREEMENT
("Assignment Agreement") is dated as of July 21, 2022 ("Assignment Date"), by and between
TOWER THEATRE PRODUCTIONS, a California general partnersh ip, 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").
8. 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 ("Purchase Agreement").
C. The Property is subject to certain service, maintenance and other contracts identified
on Exhibit A attached hereto and incorporated herein by reference ("Contracts").
D. Assignee wishes to acquire , and Ass ignor is willing to transfer, Assignor's interest in
the Contracts concurrent with the Assignee 's acqu isition of the Property from Ass ignor. Accordingly,
th is Assignment Agreement shall only be effective upon the close of escrow convey ing 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 Contracts. This ass ignment
shall be effective as of the Assignment Date. Assignee's execution hereof confirms that Assignor
shall no longer remain liable for the performance of any obligations , terms , covenants , or conditions
under the Contracts arising after the Assignment Date and that Ass ignee hereby agrees to forever
release Assignor from the performance of any such obligations, terms, covenants, and conditions
under the Contracts.
3. Assumption of Obligations and Rights. Assignee hereby accepts all of Assignor's
interests, rights , and obligations under the Contracts arising after the Assignment Date and assumes
and agrees to perform all of Assignor's corresponding obligations, terms, covenants, and conditions
under the Contracts accruing from, and after the Closing Date.
4. Representations, 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 th is Assignment Agreement.
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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 Ass igned Contract. 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 Contracts .
7. Indemnification. Subject to that certain Joint Litigation, Defense and
Indemnification Agreement, 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 Contracts 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 Contracts 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:
TOWER THEATRE PRODUCTIONS, a
California general partnership
By: Tower Theater Properties,
a California corporation
General Partner
By: ----------
Its:
By: Pacific Produce Distributors, Inc., APPROVED AS TO FORM
a California corporation
General Partner CITY ATTORNEY'S OFFICE
By: ___ ____ _
Its: ---------
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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 beha lf of sa id party; (iii) by so
executi ng thi s Ass ig nm e nt A greement, s uc h pa rty is formally bou nd to the provisions of this
Ass ign m en t Agree me nt; and (i v ) 1h e en t e ring i nt o of thi s Assignment Ag reement does not violate
any p rov is io n of any other agreement to w hich sa id party is bound .
6. Effect on Assigned Contract. 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 Contracts .
7. Indemnification. Subject to that certain Joint Litigation, Defense and
Indemnification Agreement, 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 (colle ct ivel y, "Claims")
arising out of the Contracts 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 Ag re ement. Assignee shall indemnify, defend, and hold
harmless Assignor and all persons and entiti es affiliated with Assignor including their respective
officers, agents and employees from and against any and all Claims arising out of the Contracts
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:
TOWER THEATRE PRODUCTIONS , a CITY OF FRESNO , a charter city
California general partnership
By :
By : Tower Theater Properties, Georgeanne White, City Manager
a California corporation
General Partner
Todd Stermer, City Clerk
By: Pacific Produce Distri to rs, Inc., APPROVED AS TO FORM
a California cor porati n
General Partner CITY ATTORNEY'S OFFICE
By ~ lts : cj,.o By : -----------
Rina Gonzales , Interim City Attorney
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EXHIBIT A
IDENTIFICATION OF CONTRACTS
1. Contemporary Services Corporation (Agreement for Crowd Management Services} dated
February 17, 2022.
2. Comcast Business Service Contract dated February 23, 2022
The City does not accept the assignment of any tow contracts.