90-045m - Blackberry Farm - Blackberry Farm Recreation Center - Assignment and assumption of Lessor's Interest in LeaseREC PEE Recorded 3t the request of
RECORDING REQUESTED BY AND FMF Continental lend Title
AFTER RECORDATION RETURN TO:
Donald Brown, City Manager MICRO APR 3 1991 s:OOAM
City of Cupertino LIEN
P.O. Box 580 SM4PF SUeRiare CIE n NE10t Recorder rds
ZICupertino, CA 95014-0580 "A: AnW
06 5141
ASSIGNMENT AND ASSUMPTION OF LESSOR'S INTEREST IN LEASE
This Assignment and Assumption of Lessor's Interest in Lease
Personal Property May 1983 (collectively, "Lease") by and between
Assignor, as landlord, and Ole Peter Rasmussen and Birthe Lisa
Rasmussen, as tenants (collectively, "Tenant"), Assignor leases to
Tenant, and Tenant leases from Assignor, certain premises con-
sisting of six thousand five hundred (6,500) square feet of space
commonly known as the Blue Pheasant Restaurant and Cocktail Lounge,
22100 Stevens Creek Boulevard, Cupertino, California, affecting a
portion of certain real property more particularly described in
Exhibit "A" attached hereto, together with the kitchen, bar and
banquet room fixtures, and approximately ninety-four (94) parking
spaces located in the adjacent parking facilities, all as more
particularly described in the Lease (collectively, the "Premises").
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("Assignment")
is made and entered into as of this `3> day of
A FRzz—
1991 ("Effective Date") by and between BLACKBERRY
FARM RECREATION
CENTER, a California corporation ("Assignor"), and
the CITY OF
CUPERTINO, a California municipal corporation
M�
("Assignee").
RECITALS
A. Pursuant to that certain Lease of Real and Personal
Property dated
May 31, 1983 and Addition to Lease of Real and
Personal Property May 1983 (collectively, "Lease") by and between
Assignor, as landlord, and Ole Peter Rasmussen and Birthe Lisa
Rasmussen, as tenants (collectively, "Tenant"), Assignor leases to
Tenant, and Tenant leases from Assignor, certain premises con-
sisting of six thousand five hundred (6,500) square feet of space
commonly known as the Blue Pheasant Restaurant and Cocktail Lounge,
22100 Stevens Creek Boulevard, Cupertino, California, affecting a
portion of certain real property more particularly described in
Exhibit "A" attached hereto, together with the kitchen, bar and
banquet room fixtures, and approximately ninety-four (94) parking
spaces located in the adjacent parking facilities, all as more
particularly described in the Lease (collectively, the "Premises").
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1
B. Assignor desires to assign its interest under the Lease
to Assignee, and Assignee desires to accept said assignment and to
assume all of Assignor's duties and obligations under the Lease,
all upon the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree
as follows:
1. Assignment; Acceptance and Assumption. Assignor hereby
assigns to Assignee all of Assignor's right, title and interest in
and to the Lease. Assignee hereby accepts the foregoing assign-
ment, and hereby assumes and agrees to perform and discharge, as
a direct obligation of Assignee to Tenant, all of the duties,
liabilities and obligations of Assignor as landlord under the Lease
and/or in connection with the Premises arising from and after the
Effective Date.
2. Indemnity. Assignee shall indemnify, defend and hold
Assignor harmless from and against any and all losses, claims,
liabilities, damages and expenses (including, without limitation,
attorneys' fees and costs of suit) arising out of or in connection
with the Premises and/or all duties, liabilities or obligations of
Assignor under the Lease from and after the Effective Date.
3. As Is. Assignee hereby acknowledges and agrees that
Assignee is acquiring Assignor's right, title and interest in and
to the Lease based solely upon Assignee's review, investigation
and inspection of the Lease and the Premises. Assignee hereby
acknowledges and agrees that (a) Assignee has thoroughly investi-
gated and reviewed the Lease and inspected the Premises and all
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��,p-F_0
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factors relevant to its use and occupancy, including, without
limitation, the physical condition of the Premises, all utilities,
all physical and functional aspects of the Premises, and all
municipal and other legal requirements, including, without
limitation, taxes, assessments, zoning, use permits and building
codes; (b) Assignee is acquiring the Premises subject to all
existing laws, ordinances, rules and regulations; and (c) neither
Assignor, nor any of Assignor's employees or agents, have made any
representation (express or implied), warranty (direct or implied)
or statement regarding the Lease, including, without limitation,
any representation, warranty, or statement regarding the status or
enforceability of the Lease; Assignor's right, title and interest
in, or the condition of title to, the Lease and/or the Premises;
the condition, use or occupancy of the Premises; its compliance
with applicable building codes or other applicable laws; the
development or marketability of the Premises for any use whatso-
ever; or the suitability or fitness of the Premises for any use
whatsoever.
This Assignment is made subject to all covenants, conditions,
restrictions, exceptions, easements, rights of way, rights of
access, agreements, reservations, encumbrances, liens, subleases,
and other matters, whether or not of record; any matter which would
be disclosed by survey, investigation or inquiry; any tax,
assessment or governmental lien against the Premises or Assignor's
right, title and interest therein; and the covenants, terms and
conditions of the Lease. All matters concerning title to the Lease
and the Premises shall merge in this Agreement. In the event of
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any default or other matter affecting title to the Premises,
Assignee hereby agrees to rely solely upon the policy of title
insurance obtained by Assignee in connection with Assignee's
acquisition of the Premises and/or the real property upon which the
Premises is located to secure any damages incurred by Assignee as
a result of said defect or matter.
4. Successors and Assigns. This Assignment shall apply
to, be binding upon, and shall inure to the benefit of Assignor
and Assignee and their respective successors and assigns.
5. Attorneys' Fees. In the event of any action or
proceeding between the parties concerning the interpretation or
enforcement of any provision of this Assignment, the prevailing
party in such action or proceeding shall be entitled to recover
all costs and expenses, including attorneys' fees and costs of
suit.
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6. Counterparts. This Assignment may be executed in
counterparts, and each counterpart shall constitute an original of
this Assignment for all purposes.
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment as of the date first set forth above.
C �r 1(I
-i: TEST •
qc
`.? r
r� eTY ' CLER
APFRM-E,D 'AS TO FORM:
ASSIGNOR:
BLACKBERRY FARM RECREATION CENTER,
a California corporation
By: 7 nl� )n-
Its
By:
Its
ASSIGNEE:
CITY OF CUPERTINO, a California
municipal corporation
By:
MAYOR, CITY OF CUPAIVt
CHARLES T. KILIAN, City Attorney
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-5-
STATE OF CALIFORNIA )
) ss.
COUNTY OF SANTA CLARA )
On this day of19 4/'/, before me,
the undersi ned Notary Public, personally appeared film /Ildce;,,
and U personally known to me (or proved to me
on the basiA3 of satisfactory evidence) to be the persons who
executed the within instrument as president and secretary,
respectively, on behalf of BLACKBERRY FARM RECREATION CENTER, a
California corporation, the corporation executing the within
instrument, and acknowledged to me that the corporation executed
the same.
WITNESS my hand and official seal.
JOELLA OLSEN d4el_
NOTARY PUBLIC CALIFORNIA NOTARVPUBLIC
SANTA CLARA COUNTY
My Commiseon Expires FEB. 25, 1952
STATE OF CALIFORNIA )
) ss.
COUNTY OF SANTA CLARA )
On this c,.Z Icy day of 19_?Z, before me, t,hq unde -
signed Notary Public, personally appeared aAa? A—eoo,
personally known to me (or proved to me on the basis of atis-
factory evidence) to be the person who executed the within
instrument as mayor on behalf of the CITY OF CUPERTINO, a
California municipal corporation, the municipal corporation
executing the within instrument, and acknowledged to me that the
municipal corporation executed the same.
WITNESS my hand and official sea1�
NO ARY PUBLIC
C
it ; Dorothy M ." �' SAL '
Marie
NOTA 2V PUBLIC _ Cornelius
SAi d%A CLARA CAUFORwA
My CO�nmissloq
������ Iress �`t� ePt. 18 1 92 s
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