RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
James T. Graeb, Esq.
400 Oyster Point Blvd.
So. San Francisco, CA 94080
ASSIGNMENT AND ASSUMPTION OF LEASES
THIS AGREEMENT dated June 2, 1999 (the "Agreement"), is entered into by and
between DINESH MANIAR, an individual, ("Assignor") and Montgomery Realty Group,
Inc., a Nevada corporation ("Assignee").
WHEREAS, Assignor is the lessor under certain leases executed with respect to
that certain real property commonly known as the Orchard Supply Shopping Center
located at 1041-1061 Market Place, San Ramon, California, and more particularly
described in Exhibit "A" attached hereto.
WHEREAS, Assignor desires to assign its interest as lessor in the Leases to
Assignee, and Assignee desires to accept the assignment thereof;
NOW, THEREFORE, in consideration of the promises and conditions contained
herein, the parties hereby agree as follows:
1. Assignor hereby assigns to Assignee all of its right, title and interest in
and to the Leases herein described.
2. Assignor warrants and represents that as of the date hereof.
(a) The attached list includes all of the Leases affecting the property being
acquired by Assignee from Assignor. As of the date hereof, there are no
assignments or agreements to assign the Leases to any other party, except for
any assignment incidental to a deed of trust.
(b) The Leases are in full force and effect and there exists no default on the
part of Assignor thereunder, nor does Assignor have any actual knowledge of any
defaults or any acts or events which with the passage of time or the giving of
notice could become defaults thereunder on the part of any tenant thereunder.
3. Assignor hereby agrees to indemnify Assignee against and hold Assignee
harmless from any and all cost, liability, loss, damage or expense, including
without limitation, reasonable attorneys' fees, originating prior to the date
hereof and arising out of the lessor's obligations under the Leases described in
the attachment hereto.
4. Assignee hereby assumes all of the landlord's or lessor's obligations under
the Leases described in the attachment, inclusive, and agrees to indemnify
Assignor against and hold Assignor harmless from any and all cost, liability,
loss, damage or expense, including without limitation, reasonable attorneys'
fees, originating subsequent to the date hereof and arising out of the lessor's
obligations under the Leases.
5. Assignee acknowledges that it has been Assignor's custom and practice to
collect certain common area maintenance expenses and other pass through items
from certain tenants, and to refrain from collecting some of said sums based
upon Assignor's business judgment. Assignee agrees to waive its rights with
respect to any prior forebearances by Assignor as Landlord, and to attempt to
collect such sums only as it is in the best overall interest of the business to
start collecting said sums.
6. In the event of any litigation between Assignor and Assignee arising out of
the obligations of the parties under this Assignment or concerning the meaning
or interpretation of any provision contained herein, the losing party shall pay
the prevailing party's costs and expenses or such litigation, including, without
limitation, reasonable attorney's fees.
7. This Agreement shall be binding on and inure to the benefit of the parties
hereto, their heirs, executors, administrators, successors in interest and
IN WITNESS WHEREOF, the Assignor and Assignee have executed this Agreement the
day and year first above written.
/s/ Dinesh Maniar
/s/ Clem F. Walker, President
Montgomery Realty Group, Inc.
a Nevada corporation
The following are the tenants subject to this Assignment and Assumption:
Orchard Supply Hardware - Sears, Roebuck & Co.
Mr. Philly Cheesesteak
The Hot Dog Spot
STATE OF CALIFORNIA }ss
COUNTY OF CONTRA COSTA }
On June 2, 1999, before me, E. Boyd, a Notary Public in and for said State,
personally appeared Dinesh Maniar and Clem F. Walker personally known to
me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
Signature /s/ E. Boyd
REAL PROPERTY in the City of San Ramon, County of Contra Costa, State of
California, described as follows:
Parcel A as shown on the Parcel Map entitled "Minor Subdivision 902-95" filed
May 22, 1996 in Book 169 of Parcel Maps at Page 13, Contra Costa County Records.
An easement, not to be exclusive, as an appurtenance to Parcel One above, for
the installation, construction and maintenance of an underground storm drain
over a portion of Lot 5 of Subdivision 6949 (324 M 29), as set forth in the
Declaration of Establishment of Utility and Access Easements and Covenants
recorded September 13, 1988, Book 14576, Page 301, Official Records and First
Amendment recorded September 23, 1988, Book 14608, Page 526, Official Records
Rights appurtenant to Parcel One above as contained in the Declaration of
Reciprocal Easements executed by Dinesh Maniar, an unmarried man, recorded May
22, 1996, Series No. 96-94292, Official Records.