1 ASSIGNMENT AND DELEGATION OF PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT AND DELEGATION OF PURCHASE AND SALE
AGREEMENT (Assignment) is made and entered into this 15th day of December, 2022 (the Effective Date), by and between the HOUSING AUTHORITY OF THE CITY OF FRESNO, a California public body corporate and pol itic (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 MILL VALLEY MOTEL INVESTMENTS, INC. , as seller (Seller), are parties to that certain Purchase and Sale Agreement dated August 22, 2022 (collectively, the Purchase Agreement) for approximately 0. 84 acres located in the City of Fresno, County of Fresno, State of California, identified as Assessor’s Parcel Number 449- 321-18 (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 without Seller's consent.
D. Pursuant to the Purchase Agreement, Assignor has deposited $ 5,000 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.
F. On November 15
th, 2022, Assignor's Board of Commissioners 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. A
cceptance of Assi gnment and Delegation. E ffective as of the 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 2 Assignee's City Council 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: Reimbursement. Upon the Closing of Escrow, as defined in the Purchase Agreement, the Assignee shall prepare and execute escrow instructions directing the Escrow Holder to remit the following funds to Assignor: (1) the full amount of the Deposit of $5,000; and (2) as valuable consideration for this Assignment, the sum of One Dollar ($1.00); and (3) reimbursement of due diligence expenses in the amount of $5,995.00 as more specifically described in Exhibit "B" attached hereto and incorporated herein by this reference. In the event that Assignor does not receive such funds either prior to the Close of Escrow 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. I
ndemnification. 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 t he Purchase Agreement after the Effective Date of this Assignment.
5. F
urther 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. G
overnin g 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. C
ounterpart 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]
3 IN WITNESS WHEREOF, the parties have executed this Assignment as of the date set forth above.
CITY OF FRESNO
A California municipal corporation
By:
Georgeanne A. White,
City Manager
APPROVED AS TO FORM:
RINA M. GONZALES
Interim City Attorney
By:
Tracy N. Parvanian Date
Supervising Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Deputy Date
HOUSING AUTHORITY OF THE CITY
OF FRESNO, a California public body
corporate and politic
By:
Name:
Title:
(If corporation of LLC., Board Chair,
Pres. or Vice Pres.)
By:
Name:
Title:
(If corporation of LLC., CFO, Treasurer,
Secretary of Assistant Secretary)
Attachments:
1. Exhibit A – Purchase Agreement
2. Exhibit B – Reimbursement Expenses
Exhibit A
TRW
Exhibit A
The l
and described herein is situated in the State of California, County of Fresno, City of Fresno, described as follows:
Parcel 1:
Lot 72, as shown and delineated upon that certain map entitled, "Map of Roeding Park Gardens", filed in the office of the County Recorder on January 28, 1947, in Book 13, of Plats, at Pages 37 and 38, Fresno County Records.
Excepting therefrom all that portion said lot, described in that certain Grant Deed, conveyed to the State of California for Highway purposes, recorded August 10, 1954, in Book 3479 of Official Records, at Page 578, as Instrument No. 47519, Fresno County Record, lying Northeasterly of the following described line: Beginning at the intersection of the North line of said lot, in a curve concave to the Southwest with a radius of 3,972 feet, said intersection bears North 89° 50' 35" East, 50.95 feet, from the Northwest corner of said lot; a radial line through said intersection bears North 57° 10' 49" East; thence Southeasterly along said curve, an arc distance of 107.10 feet, to a point in the South line of said lot, said point bears North 89° 49' 45" East, 107.65 feet, from the Southwest corner of said lot.
Parcel 2:
Lot 73, as shown and delineated upon that certain map entitled, "Map of Roeding Park Gardens", filed in the office of the County Recorder on January 28, 1947, in Book 13, of Plats, at Pages 37 and 38, Fresno County Records.
Parcel 3:
Lot 74, as shown and delineated upon that certain map entitled, "Map of Roeding Park Gardens", filed in the office of the County Recorder on January 28, 1947, in Book 13, of Plats, at Pages 37 and 38, Fresno County Records.
Parcel 4:
That portion of the East half of the East half of the West half of Lot 89, as shown and delineated upon that certain map entitled, "Map of Roeding Villa Colony", filed in the office of the County Recorder on December 15, 1902, in Book 2 of Record of Surveys, at Page 43, Fresno County Records, and being described as follows:
Beginning at the Southwest corner of the East half of the East half of the West half of said lot;
Thenc
e (1), along the West line of the East half of the East half of the West half of said lot, North 0° 06' 59" West, 93.54 feet to the fourth course of the land described in Parcel 4 of the relinquishment to the County of Fresno, recorded October 24, 1956, in Book 3836, at Page 268, Fresno County Records.
Thence (2), along the fourth course, from a tangent which bears South 34° 58' 11" East, Southeasterly along a curve concave Southwesterly with a radius of 3,972 feet through an angle of 10 38' 04", an arc distance of 113.31 feet to the South line of said lot; Thence (3), along said South line, South 89° 50' 35" West, 63.42 feet to the point of beginning.
Excepting therefrom all that portion of said land described as, any and all rights of ingress to or egress from the real property herein conveyed to or from the freeway constructed upon the lands lying Northeasterly of said real property; provided, however, that said real property shall abut upon and have access to a frontage road which will be established by public authority, as reserved by the State of California, recorded on November 25, 1959, in Book 4304 of Official Records, at Page 53, Instrument No. 83113, Fresno County Records.
Parcel 5:
That portion of the North 30 feet of the East half of the West half of Lot 90, as shown and delineated upon that certain map entitled, "Map of Roeding Villa Colony", filed in the office of the County Recorder on December 15, 1902, in Book 2 of Record of Surveys, at Page 43, Fresno County Records, in Section 31.Township 13 South, Range 20 East, M. D. B. & M., lying West of U.S. 99 Freeway, in the City of Fresno, County of Fresno, State of California.
APN:
449-321-18
Exhibit B -Parcel Map 449-321-18 - Mill Valley Motel Investments, Inc.
Subject Property
Vendor Description Amount
5,000.00
PHASE I ENVIRONMENTAL INSPECTION 2,495.00
3,500.00
10,995.00
MILL VALLEY MOTEL INVESTMENT INC. (APN 449-321-18)
EXHIBIT B
$5,000 DEPOSIT IN ESCROW PER PSA
NARATIVE APPRAISAL
DEPOSIT INTO ESCROW FOR APN 449-342-02
KRAZAN AND ASSOCIATES
J. HOWER & ASSOCIATES
ASSIGNMENT REIMBURSEMENT SUMMARY - APN 449-321-18
TOTAL