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Home My WebLink AboutContract 45473 ary sECRETARY CONTRAM Bill of Sale For$10 and other valuable consideration,the adequacy and sufficiency of which is hereby acknowledged, led ed, STATION VENT"U PE "IONS,I. .P'r " AS" hereby sells all its:right,title and interest to CITY OF FORT WORTH rFEX AS (",Buyer"),in and to the property described below ("Property"). Buyer shall be responsible for the payment of any and all sales tax ari.s.ing,Rent this transaction and shall release AS f ern conflicting claims any governing body with respect to any such taxes. Buyer acknowledges led es and agrees that.: I KXAS MAKES.ES NO GUARANTEES,REPI E SEI' TATIONS) WARRANTIES OR PROMISES WITH RESPECT TO THE CONDITION OF THE PROPERTY AND BUYER ALL,ACCEP'T' SUCH PROPERTY"AS IS"AND WITH AI ILL.FAULTS AND DEFECTS IN"CLUDING, WITHOUT" LIMITATION, THAT KXAS SMALL BE 1--,TNDER NO OBLIGATION TO PROVID E MISSING PARTS S Old OTHER COMPONENTS OF SUCH PROPERTY. BUYER AGREES THAT" X A SMALL NOT BE LIABLE FOR ANY LATENT OR PATENT DEFECTS IN THE.PROPERTY, AND SHALL OT BE .SOUND I ANY MANNER WHATSOEVER BY ANY GUARANTEES,, REPRESENTATIONS, WARRANTIES OR.PROMISES PEWFAINING TO THE PROPERTY CLAIME D TO HAVE BEEN D E Off.,FURNISHED E Y NBCtNIVERSAL OR ANAY'OTHE PERSON OR ENTITY, I CLUDIN , WITHOUT LIMITATION ANY PARTNER,ER, E ER, MANAGER,, SHA HOL ER, I.„OYEE, AGENT, BROKER,ATTORNEY OR OTHER PERSON SENT"IN R PUR-PORTfNG TO REPRESENT KXAS, W�H:ET"HER VERBALLY OIL IN WIRJTING. BUYER At: I N . ,ED ES T14AT NEITHER,KXA S NOR ANY OIL THE EMPLOYEES, AGE TS, REPRESENTATIVES,BROKERS OR ATTORNEYS OF KXAS HAS MADE ANY VERBAL OR WRITTEN GUARANTEES,REPRESENTATIONS, WARRANTIES, PROMISES WH-ATSOEVE R TO R., WHET HER EXPRESS OIL..I”IPLIED7 WITH RE SPECT TO TIME PROPERTY. 2. Buyer has had adequate opportunity to inspect the Property, and has inspected the Property to, its satisfaction. Buyer hereby acknowledges,es that it: a has conducted its own inquiry and investigation into, and biased thereon, has formed an independent judgment concen�ing, the Property; b has been furnished with or given access to such information about the Property as it has requested; c)has inspected the Property; and d based on all such inf rniation has found tie Property to be i . acceptable condition for the purpose of consummating the transfer contemplated by this Bill of Sale. 3. The description of the Property set forth below is for convenience in identification only and for no other purpose. 4. KXAS has entered into this agreement based,on the Buyer's representation and warranty that the Property is being Purchased for resale and use in ongoing business operations and not for disposal or residential use. 5. KXAS shall not retain any liability whatsoever related to, arising h-ors or in any way connected with the Property including but not limited to any liability related to,arising front or in any way connected with any transportation, storage,tear down,or use,resale,ser,aPPing„ disposal or other dispositio:n of the Property following delivery hereunder. Buyer hereby releases KXAS, its corporate Parents, directors, officers, agents and employees, from and against any and all losses, costs, clairn.s, liabilities, and causes of action for Personal injury(including death)or property damage arising out of or related to the Property. 6. Buyer sloes hereby fully and forever remise,release and discharge KXAS, its corpor ate Parents, directors, officers, agents and employees, of and froin any and all claims,demands, agreements, contracts, covenants, representations, warranties,proniises, undertakings,ings, actions, suits, causes of action, obligations,controversies,debts, costs, expenses, accounts, damages,judgments to§i � www awuwwwi«&wuawww. liabilities, of whatsoever bind of nature, in law,equity or otherwise, whetlier lino or unknown, whether or not concealed or hidden, which against NBCUni ersa.l it has,had., may CITY SECRE W10 UK Tix i Dui ,G°AU+„l9PUIIIwNbw YkVlw(f42bika90w^wWOY JJdftl,'JlaoxN' Mipppd'pNiflEiuUWIDmoUd9N imuw',beONJWNNUW Nm 01OimfwiowOftMW fW MNWUnimtNUNwwdwiw' by reason of any matter, cause or thing whatsoever relating to, or aris�rig from,the purchase,use, disposition or other handling of the Property. 7'. fn no event, whether based on contract, indemnity,warranty, tort(including negligence), strict liability or otherwise, shall KXAS be liable for special, incidental, exemplary or consequential damages including,but not limited to, loss of profits or revenue, incidence during transportation of'and disposal of Property, loss of use of any property, cost or capital, or cost of substitute equipment, facilities or services. 8 Buyer shall not use KXAS's name or any trademark or r fbi-ence,related to l<XAS's name or the names or trademarks of KXAS's parent or subsidiary companies or companies under common control with KXAS) in connection with the use, disposal, or sale of the Property. 9. KXAS' only obligation under this Bill of Sale shall be to be leave the Property at the former KXAS studios real property which is simultaneously being deeded to Buyer, 10, Waming (1) KXAS hereby warns Buyer and Buyer acknowledges KXAS's ova erg to Buyer that the Property may bear or contain hazardous substances or hazardous materials which may be, or may become, by chemical reaction or otherwise,directly or Uildirectly hazardous to life,to health, or to property by reason of toxicity, flammability, ignitability,reactivity,explosiveness or for other similar or different reasons during use, handling, cleaning, reconditioning,, disposal or other activities, and Buyer hereby assumes all risks that may arise therefrom. (2) Buyer understands and agrees that no additional,,specific warning shall be deerned to limit the above warning,and if any additional,specific warning is deemed inadequate, all of the terms and conditions set forth herein shall still apply, even if the inadequacy of the specific warning was due to negligence by KXAS, and no course of action by AS shall be deemed to limit the above warning. Property. 0 Office furniture and built-in cabinetry,(general and broadcast), 0 All IIVAC and power systems including Liebert a/c units,generator, UPS systems"as is 0 Network equipment 0 Coinputer/broadcast racks and wiring Telephone equipment Overhead lighting grid with electrical distribution STATION VENTURE OPERATIONS,L.P. CITY OF FORT WORTH,TEXAS Signature: Signatur'. _ .............................................................................................. Name-, Name: Fitle: Title: ............ .......... Date: Date: — 100,OR 000 by* N6 0 401 40 ECORD FFICIAII R 0 0 1 11 1 %6 Rbnald P. Gonzales,Ass"i Secretmy Q'I CITY SIEC k A ETRY' ty %,0010 000 Wo Rin IIITX I X by reason of any matter,,cause or thing whatsoever relating to,or arising from, the PLIrc-hase, use, di,,,pposition or other handling of the Property. 7. 7n no event, whether based on contract, indemnity, warr�imy, fort(including negligence), strict liability or otherwise, shall KXAS be liable for special, incider tal.exemplary or consequential damages, Mcluding, but,not limited to, loss of profits or reVenUe, incidence dUrilig transportation of and d'isposal off'roperty, loss of use of any property,cost or capital,or Cost Of SLIbstit,Llte eqMpMent, facilities or s,:ervices. 8. Buyer shall not use KXAS's name or any trademark or reference related to KXAS's name or the names or trademarks of KXAS's,parent or subsidiary companies or companies Linder common control with KXAS) in connection with the use,disposal,or sale of the Property. 9. KXAS' only obligation Linder this Bill of Sale shall be to be leave the Property at the former AS Studios real property which is simultaneously being deeded to Buyer. I O�. Warning (1) KXAS hereby warns Buyer and Buyer acknowledges KXAS's warning to Buyer that the Property may bear or contain hazardous Substances or hazardous materials, which may b e,or may become, by chemical reaction or otherwise,,directly or indirectly hazardous to life,to health,,or to property by reason Of toxicity,flarnmability, ignitability,reactivity,explosiveness or for other similar or different reasons during use,handling,cleaning, reconditioning,disposal,or other activities, and Buyer hereby assumes all risks that may arise therefrom., (2) Buyer understands,and agrees that no additional, specific warning shall be deemed to limit the above warning, and if any additional, specific warning,is deemed inadequate,all of the terms and conditions set forth herein shall still apply,even if the inadequacy of the specific warning was due to negligence by KXAS,and no Course of action by KXAS shall be(teemed to limit the above warning. Property. • Office furniture and built-in cabinetry (general and broadcast) • All HV and power systems including Liebert a LIII*ItS, generator,, UPS, systems "as is • Network e uip�ment • Computer/broadcast racks and wiring, • Telephone equipment • Overhead lighting grid with electrical distribution STATION VENTURE,OPERATIONS,LP CITYOF FORT WORTH,TEXAS Signature: Signature: Name.- Name: Title: CPO Title: ............. Date: 3 ZS_ Date: