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HomeMy WebLinkAboutContract 45473 (2)crry sEcRETARYLlCONTRACT No. _ .. . Bill of Sale For $10 and other valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, STATION VENTURE OPERATIONS, L.P. ("KXAS") hereby sells all its right, title and interest to CITY OF FORT WORTH, TEXAS ("Buyer"), in and to the property described below ("Property"). Buyer shall be responsible for the payment of any and all sales tax arising from this transaction and shall releaseKXAS from conflicting claims by any governing body with respect to any such taxes. Buyer acknowledges and agrees that: 1. KXAS MAKES NO GUARANTEES, REPRESENTATIONS, WARRANTIES OR PROMISES WITH RESPECT TO THE CONDITION OF THE PROPERTY AND BUYER SHALL ACCEPT SUCH PROPERTY "AS IS" AND WITH ALL FAULTS AND DEFECTS INCLUDING, WITHOUT LIMITATION, THAT KXAS SHALL BE UNDER NO OBLIGATION TO PROVIDE MISSING PARTS OR OTHER COMPONENTS OF SUCH PROPERTY. BUYER AGREES THAT KXAS SHALL NOT BE LIABLE FOR ANY LATENT OR PATENT DEFECTS IN THE PROPERTY, AND SHALL NOT BE BOUND IN ANY MANNER WHATSOEVER BY ANY GUARANTEES, REPRESENTATIONS, WARRANTIES OR PROMISES PERTAINING TO THE PROPERTY CLAIMED TO HAVE BEEN MADE OR FURNISHED BY NBCUNIVERSAL OR ANY OTHER PERSON OR ENTITY, INCLUDING, WITHOUT LIMITATION ANY PARTNER, MEMBER, MANAGER, SHAREHOLDER, EMPLOYEE, AGENT, BROKER, ATTORNEY OR OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT KXAS, WHETHER VERBALLY OR IN WRITING. BUYER ACKNOWLEDGES THAT NEITHER KXAS NOR ANY OF THE EMPLOYEES, AGENTS, REPRESENTATIVES, BROKERS OR ATTORNEYS OF KXAS HAS MADE ANY VERBAL OR WRITTEN GUARANTEES, REPRESENTATIONS, WARRANTIES OR PROMISES WHATSOEVER TO BUYER, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY. 2. Buyer has had adequate opportunity to inspect the Property, and has inspected the Property to its satisfaction. Buyer hereby acknowledges that it: (a) has conducted its own inquiry and investigation into, and based thereon, has formed an independent judgment concerning, 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 information has found the Property to be in 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 from or in any way connected with the Property including but not limited to any liability related to, arising from or in any way connected with any transportation, storage, tear down, or use, resale, scrapping, disposal or other disposition 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, claims, liabilities, and causes of action for personal injury (including death) or property damage arising out of or related to the Property. 6. Buyer does hereby fully and forever remise, release and discharge KXAS, its corporate parents, directors, officers, agents and employees, of and from any and all claims, demands, agreements, contracts, covenants, representations, warranties, promises, undertakings, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, accounts, damages, judgments, lossei ------ 1 liabilities, of whatsoever kind of nature, in law, equity or otherwise, whether kno or unknown, __ whether or not concealed or hidden, which against NBCUniversal it has had, may J Jalo4V UTY' r ©G4E`fil 3 no 'MOWN, VA by reason of any matter, cause or thing whatsoever relating to, or arising from, the purchase, use, disposition or other handling of the Property. 7. In 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 reference related to KXAS'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. 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 be, or may become, by chemical reaction or otherwise, directly or indirectly 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 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 deemed to limit the above warning. Property. • Office furniture and built-in cabinetry (general and broadcast) • All HVAC and power systems including Liebert a/c units, generator, UPS systems "as is" • Network equipment • Computer/broadcast racks and wiring • Telephone equipment • Overhead lighting grid with electrical distribution STATION VENTURE OPERATIONS, L.P. CITY OF FORT WORTH, TEXAS Signature: Name: Title: Date: by: 7) Rbnald P. Gozizalcs,AsstSty Secretary Signature a�+�L� GNP►+ Name: Title: Date: ..3k eh* OFFICIAL RECORD CITY SECRETARY t IgnR111, TX 4 by reason of any matter, cause or thing whatsoever relating to, or arising from, the purchase, use, disposition or other handling of the Property. 7. In 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 reference related to KXAS'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. 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 be, or may become, by chemical reaction or otherwise, directly or indirectly 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 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 deemed to limit the above warning. Property. • Office furniture and built-in cabinetry (general and broadcast) • All HVAC and power systems including Liebert a/c units, generator, UPS systems "as is" • Network equipment • Computer/broadcast racks and wiring • Telephone equipment • Overhead lighting grid with electrical distribution STATION VENTURE OPERATIONS, LP CITY OF FORT WORTH, TEXAS 1 Signature: ( Signature: nature: Name: C4Rtsl1$ l" DoRn.WQ Name: Title: CPO Title: Date: `c % 7 R hit Date: .