The URL can be used to link to this page

Home My WebLink About2013-387 Agrmt - Beacon Hill C I T Y O F ,ASHLAND THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of the date signified at each Party's signature below, but made effective as of 1)eeemloe.r 5, z,0 13 (the `Effective Date"), is entered into between the City of Ashland, ("Seller"), and Mark and Bonnie Abel, ("Buyer"), with reference to the following facts: RECITALS: A. Seller owns certain items of telecommunication equipment and machinery that are listed on the attached Exhibit A (the "Owned Property"). B. Seller has also been utilizing' certain real property including easement of Buyer described in the attached Exhibit B (the "Leased Property," whereupon the Owned Property is located and together with the Owned Property, the "Combined Property"). C. Pursuant to the terms and conditions set forth herein, Seller desires to sell, and Buyer desires to purchase, the Owned Property, and Seller also desires to release or quitclaim to Buyer all of Seller's right and interest, if any, in and to the Leased Property, and Buyer desires to accept such release or quitclaim, and to release all of Seller's obligations under any lease which may exist with respect to the Leased Property. D. Seller has utilized and currently utilizes the Combined Property to perform technical services which Buyer has had opportunity to inspect, and Buyer is therefore familiar with the value, condition and functionality of the Combined Property. In consideration of the mutual promises set forth herein and for other good and valuable consideration which includes the potential costs and liability to Seller that would otherwise exist to dismantle and remove the equipment from the Leased Property, the receipt and legal. sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT: 1. Sale of Owned Property. Seller hereby sells, transfers, conveys and quitclaims to Buyer, and Buyer hereby purchases, accepts and assumes, all of Seller's right, title and interest in and to all of the Owned Property. In consideration for the sale of the Owned Property, Buyer shall pay $Zero to Seller upon the execution and delivery of this Agreement Page I of5 CITY O F' -2NS H LAN D by Seller. The purchase and sale of the Owned Property shall be deemed effective as of the Effective Date. All risk of loss with respect to the Combined Property shall be deemed transferred to Buyer as of the Effective Date. 2. Release or Ouitelaim of Lease. Seller hereby releases or quitclaims to Buyer all of Sellers' right, title and interest in, to and under the Leased Property, and Buyer hereby accepts such release or quitclaim and to release all of Seller's obligations, if any, under any lease, including any easement, which may exist with respect to the Leased Property and Buyer shall have no recourse against Seller under said lease or easement. 3. Status of the Property - "As Is": No Representations or Warranties. Seller represents and warrants that it has good and marketable title to the Owned Property and that the Owned Property is sold and transferred to Buyer free and clear of all liens, claims and/or . encumbrances of whatever kind or nature, other than usual and customary liens for property taxes not yet due and payable and for transfer taxes that may arise upon the sale of the Owned Property. The Combined Property is being sold and assigned "as is," "where is" and with "all faults," and Buyer shall have no recourse against Seller for the Combined Property. Seller expressly disclaims any representations or warranties as to the value, condition or functionality of the Combined Property or its suitability for any particular purpose. Buyer represents and warrants that it is familiar with, and has made such inquiries and investigations as it deems necessary with respect to, the Combined Property and its current value, condition and functionality. 4. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Oregon applicable to contracts made and to be performed wholly within such State, without giving effect to the conflict of laws principles thereof. 5. Taxes and Transfer Costs. Buyer shall be responsible for filing all required transfer tax returns in connection with the transfer of the Combined Property. Seller shall pay all personal property taxes associated with the ownership or use of the Combined Property and accrued for the period ending December 31, 2012 and ratably up to the Effective Date and Buyer shall pay all such personal property taxes that accrue thereafter. 6. Multiple Counterparts. This Agreement may be executed in any number of counterparts and the signatures delivered by telecopy, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 7. Further Assurances. The parties agree to cooperate with each other and to execute, deliver and record such other agreements and documents and to take such other actions as are reasonably necessary or helpfril to more effectively consummate the transactions contemplated under this Agreement and to carry out its purpose and intent. Upon reasonable Page 2 of 5 CITY 4 OF -ASHLAND notice, Seller shall provide Buyer with reasonable access to, and allow it to copy, any books and records concerning the Combined Property as are in Seller's possession or control. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. SELLER: CITSHLAND By: Date:. (z13 1-3 Print Name: gAJ6- KA v-~ a 6 R Title: c `,`f ~ - % was Authorized Representative of Seller. BUYER: E M 1 &eA NT C E V- Q ANIC-t By: L- (Date: ~2 Z 2n~3 0 1~• Y Name:: - V' ' Title: n O_ aT (-h~ as Authorized Representative of Buyer. EXHIBIT A OWNED PROPERTY EXHIBIT B LEASED PROPERTY Page 3 of 5 C I T Y O F ASHLAND EXHIBIT A-Purchase Sale Agreement Quantlt MFG Part Description Location Wind Turbine BH 1 Solar power array BH 2 TriStar controller BH 2 Batter cabinet SH 2 Control cabinet BH 2 Tranze TR-WMX-3:5- 0 BS TranzeoWiMax Pico Base Station BH 3 Tranze TR-PAN365- Tranzeo Panel Antenna for Pico 0 17 Base BH 3 Tranze TR-WMX-3- Custome 0 17-f TranzeoWiMax CPE 17 db r 12 Tranze TR-WMX-3- Custome 0 20-f TranzeoWiMax CPE 20 db r 4 Ubi uili RM5 Ubi uiti Rocket M for Backhaul BH190 2 Rocket Dish Ubiquiti Rocket Dish Antenna for Ubi uiti 5G-30 Backhaul BH/90 2 Ubiquiti Rocket M for Sector Ubi uiti RM5 Antenna BH 3 Ubi uiti AM-5G20-90 Ubi uitiAirmaxSectorAntenna SH 3 Custome Ubi uiti NB-5G22 Ubi uitiNanobrid a 22 db r 17 Custome Ubi uiti NB-5G25 Ubi uitiNanobridge 25 db r 11 Batteries BH 18 Etherte k RMS200 Remote Monitoring Module BH 1 Cisco SLM2008 Cisco 8 port switch BH 2 12 volt to 24 volt u converter BH 1 Location: BH - Beacon Hill 90 - 90 N Mountain mast head Customer - Customer premise Page 4 of 5 CITY CIF -jNS H LAN D EXHIBIT B- Purchase and Sale Agreement Leased Property Description: Beacon Hill 90 - 90 N Mountain Mast Head Legal Description: 39 2E 19 TL200 Page 5 of 5 CITY OF ASHLAND LEGAL DEPARTMENT . David H. Lohman, City Attorney Douglas M. McGeary, Asst City Attorney Kris Bechtold, Paralegal December 4, 2013 Gregory M. Abel Attorney at Law 1818 E. McAndrews Road Medford, OR 97504 Re: Beacon Hill Purchase and Sale Agreement Dear Greg, Enclosed please find a copy of the fully executed Purchase and Sale Agreement for your Beacon Hill file. The original of the Purchase and Sale Agreement is on file with the Ashland City Recorder. If you have any questions, please do not hesitate to call me. ours truly, Do as Y'. McGeary ssisttan ity Attorney Enc cc: Mark Holden, Director of Electric/IT LEGAL DEPARTMENT Tel: 541-488-5350 david.lohman@ashiand.or.us 20 East Main Street Fax: 541-552-2092 leegalcontractor@ashland.or.us Ashland, Oregon 97520 TTY: 800-735-2900 bechtoldk@ashland.or.us j,: 1.0%Pa1-C-sumer Content