HomeMy WebLinkAbout1995-045 Purchase Agrmt - ACHAGREEMENT FOR SALE AND PURCHASE
OF BUSINESS ASSETS
This agreement is made between Valdomar J. Swanson and Janice M. Swanson dba
Ashland Physical Therapy Center ("Sellers") and City of Ashland, Oregon, by and
through the Ashland Community Hospital Board ("Hospital").
DATE OF AGREEMENT: April 26, 1995
1. ASSETS PURCHASED. Sellers agree to sell to Hospital and Hospital agrees to
purchase from Sellers, on the terms and conditions set forth in this agreement, the
following assets ("assets"):
1.1. Equipment. All equipment, furniture, and fixtures owned by Sellers, and
used in Sellers' business, listed on the attached exhibit marked "Exhibit A" and further
referred to in this agreement as the "Equipment."
1.2. Name and goodwill. The assumed business name "Ashland Physical
Therapy Center" and the exclusive right to use this name, and the goodwill of Sellers'
business.
1.3. Real property. The real property located at 559 Scenic Drive, Ashland,
Oregon, described as Map and Tax Lot No. 39-1E-O5DB, Taxlot 2400 in the Jackson
County Assessor's Office, together with all improvements situated on it including all
built-in appliances, floor coverings, window and door screens, storm doors and
windows, irrigation, plumbing, ventilation, cooling .and heating fixtures and equipment,
water heaters, attached electric light fixtures, window coverings, awnings, attached
television antenna, planted shrubs, plants and trees, and all fixtures.
The real property and improvements, together with all other rights, hereditaments, and
tenements appurtenant to the real property and improvements, are collectively referred
to in this. agreement as the "Property."
2. EXCLUDED ASSETS. Excluded from this sale and purchase are Sellers' accounts
receivable, cash, notes receivable, prepaid accounts, deposits, tax refunds, insurance
policies, leases and any other assets of Sellers' business not specified in section 1.
3. PURCHASE PRICE FOR ASSETS. The purchase price for the assets shall be
$360,00.0 allocated as follows:
3.1. Equipment $ 25,000
3.2. Name and Goodwill 90,000
3.3. Property 245,000
4. PAYMENT OF PURCHASE PRICE FOR ASSETS. The price for the assets shall
be paid as follows:
PAGE 1-AGREEMENT {p:hospital\swanson.4201
4.1. Down payment. At Closing, there shall be no down payment.
4.2. Balance. The balance of the purchase price shall be paid in equal monthly
installments, including interest at the rate of 8% per annum from the Closing Date and
shall be paid to Sellers pursuant to the terms of a promissory note with Sellers as
payee and Hospital as maker. The first of such installments shall be due on or before
one month after the Closing Date, 1995, and each subsequent installment due on or
before the same day of each month thereafter until May 2015, when the entire then-
remaining balance of the principal and interest shall be due and payable. Such
promissory note shall be deemed to be a part of this agreement. Hospital will deliver
at Closing a fully executed IRS form 8038-G "Information Return for Tax-Exempt
Government Obligations" for filing with the IRS that the interest paid under this
agreement qualifies as a tax-exempt government obligation.
4.3. No prepayment privilege. Hospital may make no prepayments under this
agreement.
4.4. Trust deed. The promissory note shall be secured by a first trust deed on
the Property.
5. TITLE TO REAL PROPERTY. Within 15 days following the signing of this
agreement by Sellers, Hospital shall order, at Hospital's expense, a preliminary title
report covering the Property. Within 10 days of receiving the title report, Hospital shall
give written notice to Sellers of the exceptions that Hospital shall require Sellers to
remove of record at or before Closing, not including the title company's standard
printed exceptions. If Hospital fails to give Sellers such notice, then Hospital shall be
deemed to have approved the Title Report. Sellers shall have 10 days following
receipt of the notice to give a written reply to Hospital of those exceptions that Sellers
conclude, in good faith, that Sellers cannot or will not remove at or before Closing.
Sellers shall not have any obligation to institute litigation or spend any sum of money
to cure or remove any exceptions; provided, however, that Sellers shall be obligated to
remove, at or before Closing, any exception created or suffered to be created by
Sellers that is security for payment of a sum of money (including mortgages, deeds of
trust, tax liens, contractor's liens, and judgment liens) and any exception created, or
suffered to be created, by Sellers. Sellers agree to remove all exceptions contained in
Hospital's notice that are not referenced in Seller's reply. If one or more of the
exceptions cannot be removed at or before Closing and Sellers so states in the reply,
then Hospital may exercise any of the following rights by giving written notice to
Sellers within 15 days of receiving the reply: (1) Hospital may terminate this
Agreement, in which event neither party shall have any further liability; (2) Hospital may
accept title to the Property subject to any such exceptions; or (3) Hospital may
attempt to cure the exceptions or any of them without cost or liability to Sellers (but
Sellers shall be obligated to cooperate with such cure efforts and to join in the
execution of any curative instruments that will operate to remove such exceptions).
Exceptions that are shown on the title report and to which Hospital does not object or
PAGE 2-AGREEMENT Ip:hospital\swanso..4201
to which Hospital agrees, in writing, to waive objection, are referred to in this
agreement as the "Permitted Exceptions."
Sellers shall not cause, permit, or suffer any matter to be recorded with respect
to the Property prior to the Closing Date, except any matter that Hospital approves, in
writing and at its sole discretion, before recordation.
6. CLOSING
6.1. Closing Date. Closing of the sale and purchase of the Assets shall occur
on a date (the "Closing Date") selected by Hospital. Provided, however, that if Closing
does not occur on or before May 30, 1995, the Sellers shall have the right to terminate
the agreement on written notice to Hospital. Hospital shall give Sellers at least five
days written notice of Closing Date. The escrow for the Closing shall be established
at the office of Jackson County Title (the "Title Company"), at 370 Lithia Way, Ashland,
Oregon.
6.2. Deposit into escrow. On the Closing Date, Sellers and Hospital shall
deposit the following documents and funds in escrow, and the title company shall
close escrow in accordance with the instructions of Sellers and Hospital.
6.3. Deposit by Sellers. Sellers shall deposit the following:
6.3.1. The conveyance documents described in section 7, duly executed
and acknowledged;
6.3.2. A duly executed affidavit, in a form provided by Hospital, certifying
that Sellers are not a foreign person, trust, partnership, or corporation in compliance
with the requirements of IRC §1445;
6.3.3. Such documents as Hospital or the Title Company may
reasonably require to evidence the authority of Sellers to consummate this transaction;
and
6.3.4. Such other documents and funds, including (without limitation)
escrow instructions, as are required of Sellers to close the sale in accordance with this
agreement.
6.4. Delivery by Sellers at Closing. At the Closing, Sellers shall deliver to
Hospital the following:
6.4.1. Possession of the assets conveyed pursuant to this agreement.
6.4.2. Keys to all entrance doors to the improvements on the Property
and keys to all Equipment, which keys shall be properly tagged for identification.
6.5. Deposit by Hospital. Hospital shall deposit the following:
PAGE 3-AGREEMENT (p:hospital\swanson.420)
6.5.1. Such documents as Sellers or the title company may reasonably
require to evidence the authority of Hospital to consummate the transaction
contemplated by this agreement; and
6.5.2. Such other documents and funds, including (without limitation)
escrow instructions, as are required of Hospital to close the sale and purchase of the
assets in accordance with this agreement.
6.5.3. Executed promissory note.
6.6. The Sellers shall pay for the standard coverage title insurance policy, one-
half of all escrow fees and costs, and the Sellers' share of prorations pursuant to
section 11. The Hospital shall pay recording charges, one-half of all escrow fees and
costs, and the Hospital's share of prorations pursuant to section 11. The Hospital and
the Sellers shall each pay its own legal and professional fees of other consultants
incurred by the Hospital and the Sellers, respectively.
6.7. As soon as practicable after Closing, and in any event no later than 10
days after the Closing Date, Sellers shall cause the Title Company to issue its standard
form Owners' Title Insurance Policy, with extended coverage, in the amount of
$245,000, insuring fee simple title to the Property vested in Hospital, subject only to
the Permitted Exceptions.
7. CONVEYANCE. At the Closing,
7.1. Deed. Sellers shall execute, acknowledge, and deliver to Hospital a
Statutory Warranty Deed conveying the Property to Hospital, subject only to the
Permitted Exceptions.
7.2. Bill of sale. Sellers shall execute a bill of sale, substantially in the form
attached as Exhibit B, duly executed and acknowledged by the Sellers in favor of the
Hospital, assigning and conveying to the Hospital all of the Sellers' right, title, and
interest in and to the Equipment, free and clear of all liens, encumbrances, and
adverse claims.
8. POSSESSION. Hospital shall be entitled to exclusive possession of the assets on
and after the Closing Date.
9. VOLUNTARY SALE. Sellers expressly acknowledge that the Hospital is acquiring
this property voluntarily from Sellers and not under its right of condemnation nor threat
of condemnation. Sellers also expressly state that Sellers' sale of the Assets is
voluntary and Sellers are willing sellers.
10. RISK OF LOSS. The risk of loss, damage, or destruction to any of the property
conveyed to Hospital under this agreement shall be borne by Sellers to the time of
Closing. In the event of such loss, damage, or destruction, Sellers, to the extent
PAGE 4-AGREEMENT
reasonable, Sellers shall replace the lost property or repair or cause to be repaired the
damaged property to its condition prior to the damage. If replacement, repairs, or
restorations are not completed prior to Closing, then the purchase price shall be
adjusted by an amount agreed upon by Hospital and Sellers. If Hospital and Sellers
are unable to agree, then Hospital, at its sole option and notwithstanding any other
provision of this agreement, upon notice to Sellers, may rescind this agreement and
declare it to be of no further force and effect, in which event there shall be no closing
of this agreement and all the terms and provisions of this agreement shall be deemed
null and void.
11. ADJUSTMENTS AND PRORATIONS. Expenses, including but not limited to
utilities, personal property taxes and real property taxes shall be prorated between
Sellers and Hospital as of the close of business on the Closing Date, with the prorated
amounts paid by the respective parties on the date of Closing.
12. AGREEMENTS CONCERNING BUSINESS AFTER CLOSING After Closing
and until the debt evidenced by this agreement is paid, Hospital covenants and agrees
as follows:
12.1. Taxes. Except for amounts being contested in good faith, Hospital will
pay, before delinquency, all taxes, license fees, and assessments and all taxes, liens,
assessments, and charges relative to Hospital's conduct of the business.
13. SELLERS' REPRESENTATIONS AND WARRANTIES. Sellers warrant to
Hospital as of the date of this agreement and will warrant as of the Closing Date as
follows:
13.1. Title to assets. Except as described in this agreement, Sellers hold good
and marketable title to the assets, free and clear of restrictions on or conditions to
transfer or assignment, and free and clear of liens, pledges, charges, or
encumbrances.
13.2. Transfer not subject to encumbrances or third-party approval. The
execution and delivery of this agreement by Sellers, and the consummation of the
contemplated transactions, will not result in the creation or imposition of any valid lien,
charge, or encumbrance on any of the assets, and will not require the authorization,
consent, or approval of any third party, including any governmental subdivision of
regulatory agency.
13.'3. Compliance with codes and regulations. Except as disclosed on
Exhibit C, Sellers have no knowledge that any real property improvements violate any
material provisions of any applicable building codes, fire regulations, building
restrictions, or other ordinances, orders or regulations.
13.4. Litigation. Sellers have no knowledge of any claim, litigation, proceeding,
or investigation pending or threatened against Sellers that might result in any material
PAGE 5-AGREEMENT (p:hospital\swanso..420)
adverse change in the business or condition of the assets being conveyed under this
agreement.
13.5. Accuracy of representations and warranties. None of the representations
or warranties of Sellers contains any untrue statement of a material fact or omission
necessary in order to make statements in this agreement not misleading. Sellers
know of no fact that has resulted or that in the reasonable judgment of Sellers will
result in a material change in the business, operations, or assets of Sellers that has
not been set forth in this agreement or otherwise disclosed by Hospital.
13.6. Site Conditions. For purposes of this subsection, the phrase "Hazardous
Substances" has the same meaning as is designated in ORS 465.200(9). Sellers
warrant, represent, and covenant as follows:
13.6.1. To the knowledge of Sellers, except as set forth on Exhibit C,
there are no Hazardous Substances in, upon, or buried on or beneath the
Property and no Hazardous Substances have been emitted or released from the
Property in violation of any environmental laws of the federal or state
government;
13.6.2. Sellers have not brought onto, stored on, buried, used on,
emitted or released from, or allowed to be brought onto, stored on, buried, used
on, or emitted or released from, the Property any Hazardous Substances in
violation of any environmental laws of the federal or state government; and
13.6.3. To the knowledge of Sellers,. except as set forth on Exhibit C, no
underground storage tanks are located on the Property, including (without
limitation) any storage tanks that contain, or previously contained, any
Hazardous Substances, and Seller agrees not to cause or permit any such
tanks to be installed in the Property before Closing or after Closing while Seller
is in possession.
13.?. Breach of Agreements. Neither the execution of this Agreement, nor the
execution, delivery, or recordation of any document or agreement referenced in this
agreement constitutes or will constitute a default under any other agreement or
contract that r. elates to the Assets or to which Sellers are parties.
14. REPRESENTATIONS OF HOSPITAL. Hospital represents and warrants as
follows:
14.1. Authorization. The execution, delivery, and performance of this
agreement have been, or will soon be, duly authorized and approved by the Ashland
City Council, and this agreement, upon approval of the city council, constitutes a valid
and binding agreement of Hospital in accordance with its terms. Hospital shall deliver
to Sellers, on or before the Closing Date, a certified copy of resolution of the Ashland
City Council authorizing the execution and delivery and performance of this
agreement.
PAGE 6-AGREEMENT (p:hospital\swanso..420)
14.2. Accuracy of representations and warranties. None of the representations
or warranties of Hospital contain or will contain any untrue statement of a material fact
or omission or will omit or misstate a material fact necessary in order to make
statements in this agreement not misleading.
15. COVENANTS OF SELLERS.
15.1. Sellers' operation of business prior to Closing. Sellers agree that between
the date of this agreement and the Closing Date, Sellers will:
15.1.1. Not assign, sell, lease, or otherwise transfer or dispose of any of
the assets of Sellers which are to be transferred under this agreement.
15.1.2. Maintain the assets in their present condition, reasonable wear
and tear and ordinary usage excepted.
15.2. Access to premises and information. At reasonable times prior to the
Closing Date, Sellers will provide Hospital and its representatives with reasonable
access during business hours to the assets, titles, contracts, and records of Sellers
and furnish such additional information concerning Sellers' business as Hospital from
time to time may reasonably request.
15.3. Conditions and best efforts. Sellers will use their best efforts to effectuate
the transactions contemplated by this agreement and to fulfill all the conditions of the
obligations of Sellers under this agreement, and will do all acts and things as may be
required to carry out their respective obligations under this agreement and to
consummate and complete this agreement.
16. COVENANT OF HOSPITAL. Hospital will use its best efforts to effectuate the
transactions contemplated by this agreement and to fulfill all the conditions of the
obligations of Hospital under this agreement, and will do all acts and things as may be
required .to carry out Hospital's obligations under this agreement and to consummate
and complete this agreement.
17. CONDITIONS PRECEDENT TO HOSPITAL'S OBLIGATIONS. The obligation of
Hospital to purchase the assets is subject to the fulfillment, prior to or at the Closing
Date, of each of the following conditions, any one or portion of which may be waived
in writing by Hospital:
17'.1. All representations and warranties made in this agreement by Sellers shall
be true as of the Closing Date as fully as though such representations and warranties
had been made on and as of the Closing Date, and, as of the Closing Date, Sellers
shall not have violated or shall not have failed to perform in accordance with any
covenant contained in this agreement.
17.2. There shall have been no material adverse change in the manner of
operation of Sellers' business prior to the Closing Date.
PAGE 7-AGREEMENT Ip:hospital\swanson.420)
17.3. At the Closing Date no suit, action, or other proceeding shall have been
threatened or instituted to restrain, enjoin, or otherwise prevent the consummation of
this agreement or the contemplated transactions.
17.4. The Ashland City Council shall have approved this agreement.
17.5. On the Closing Date, the title company shall be ready, willing, and able to
issue, and shall agree to issue to Hospital upon recordation of the Sellers' deed
mentioned below, the title insurance policy required by section 6.7.
17.6. On or before the Closing Date, Sellers shall have performed all of the
covenants, conditions, agreements, and promises to be performed by it under this
Agreement.
17.7. On or before the Closing Date, Hospital shall not have determined, on the
basis of such examination of the property as it deems necessary to determine that the
representations made by Sellers regarding Hazardous Substances in section 13.6 are
inaccurate.
17.8. Hospital shall have physically inspected the property for those disclosures
made on Exhibit C. Hospital shall have until the Closing Date to complete its physical
inspection of the Property. Hospital and its agents shall have full access to the
Property for the purpose of conducting these inspections. If Hospital is not satisfied,
in its sole discretion, with the result of the inspections, Hospital may terminate this
agreement by written notice to Sellers given at any time before the Closing Date.
18. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS. The obligation of
Sellers to consummate this transaction are subject to the fulfillment, prior to or at the
Closing Date, of the following condition, any portion of which may be waived in writing
by Sellers: All representations and warranties made in this agreement by Hospital
shall be true as of the Closing Date as fully as though such representations and
warranties had been made on and as of the Closing Date, and Hospital shall not have
violated or shall not have failed to perform in accordance with any covenant contained
in this agreement.
19. HOSPITAL'S ACCEPTANCE. Hospital represents and acknowledges that it has
entered into this agreement on the basis of its own examination, personal knowledge,
and opinion of the value of the business. Hospital has not relied on any
representations made by Sellers other than those specified in this agreement. Hospital
further Acknowledges that Sellers have made no agreement or promise to repair or
improve any of the real property improvements, Equipment, or other personal property
being sold to Hospital under this agreement, and that Hospital takes all such property
in the condition existing on the date of this agreement, except as otherwise provided in
this agreement.
PAGE 8-AGREEMENT (p:hospital\swanson.4201
20. INDEMNIFICATION AND SURVIVAL.
20.1. All representations and warranties made in this agreement shall survive
the Closing of this agreement, except that any party to whom a representation or
warranty has been made in this agreement shall be deemed to have waived any
misrepresentation or breach of representation or warranty of which such party had
knowledge prior to Closing. Any party learning of a misrepresentation or breach of
representation or warranty under this agreement shall immediately give written notice
thereof to all other parties to this agreement. The representations and warranties in
this agreement shall terminate two years from the Closing Date, and such
representations or warranties shall thereafter be without force or effect, except any
claim with respect to which notice has been given to the party to be charged prior to
such expiration date.
20.2. Sellers agrees to defend, indemnify and hold Hospital, its successors, and
assigns harmless from and against:
20.2.1. Any and all claims, liabilities, and obligations of every kind and
description, contingent or otherwise, arising out of or related to the operation of
Sellers' business prior to the close of business on the day before the Closing
Date, except for claims, liabilities, and obligations of Sellers expressly assumed
by Hospital under this agreement or caused by the negligent act or omission of
Hospital.
20.2.2. Any and all damage or deficiency resulting from any material
misrepresentation, breach of warranty or covenant, or nonfulfillment of any
agreement on the part of Sellers under this agreement.
20.3. Sellers' indemnity obligations under section 20.2 shall be subject to the
following:
20.3.1. If any claim is asserted against Hospital that would give rise to a
claim by Hospital against Sellers for indemnification under the provisions of this
paragraph, then Hospital shall promptly give written notice to Sellers concerning
such claim and Sellers shall, at no expense to Hospital, defend the claim.
20.3.2. Sellers shall not be required to indemnify Hospital for an amount
that exceeds the total purchase price paid by Hospital under section 3 of this
agreement.
20.4. Hospital's indemnification. Hospital agrees to defend, indemnify and hold
Sellers from and against:
20.4.1. Any and all claims, liabilities, and obligations of every kind and
description, contingent or otherwise, arising out of or related to the operation of
the business following Closing or arising out of Hospital's failure to perform
obligations of Sellers assumed by Hospital pursuant to this agreement, except
PAGE 9-AGREEMENT [p:hospital\swanson.420)
for claims, liabilities, and obligations of Hospital caused by the negligent act or
omission of Sellers.
20.4.2. Any and all damage or deficiency resulting from any material
misrepresentation, breach of warranty or covenant, or nonfulfillment of any
agreement on the part of Hospital under this agreement.
21. DEFAULT. Time is of the essence of this agreement. A default shall occur if:
21.1. Payment: Hospital fails to make any payment within ten working days
after it is due.
21.2. Other obligations: Hospital fails to perform any other obligation imposed
by this agreement and does not correct or commence correction of such failure within
30 days after receipt of written notice from Sellers specifying the manner in which
Hospital is in default.
21.3. Insolvency: Hospital becomes insolvent, a receiver is appointed to take
possession of all or a substantial part of Hospital's properties, Hospital makes an
assignment for the benefit of creditors or files a voluntary petition in bankruptcy or
Hospital is the subject of any involuntary petition in bankruptcy which is not dismissed
within 90 days.
22. REMEDIES UPON DEFAULT.
22.1. In the event Sellers breach any term-or provision of this agreement, then
Hospital, as its exclusive remedy and in lieu of any other relief, may either
(1) terminate this agreement, or (2) tender performance of the obligations of Hospital
and specifically enforce all obligations of Sellers. Except as noted in section 22.3 and
any specific remedies reserved elsewhere in this agreement, Hospital waives the right
to pursue any remedy in law or equity against Sellers other than the remedies
specified above, including any action for damages, in the event of a default by Sellers.
22.2. In the event Hospital breaches any term' or provision of this agreement,
then Sellers, as their exclusive remedy and in lieu of any other relief, shall be entitled
to terminate this agreement by giving Hospital written notice of termination and to
retain all payments paid by Hospital, in which event Hospital shall promptly reconvey
to Sellers all of the assets including the Equipment (to the extent still possessed by
Hospital) and the Property free and clear of liens and encumbrances and in
substantially the same or better condition as they were conveyed to Hospital, ordinary
wear and tear excepted. Sellers acknowledge (1) the adequacy of this exclusive
remedy and (2) that this limitation of remedies is an essential part of this agreement
from the perspective of Hospital. Except as noted in section 22.3 and any specific
remedies reserved elsewhere in this agreement, Sellers expressly waive the right to
pursue any other right or remedy in law or equity other than the remedy specified
above, including the right of specific performance and the right to sue for damages, in
the event of a default by Hospital. Hospital and Sellers have established the foregoing
PAGE 10-AGREEMENT (p:hospital~swanson.420)
remedy in favor of Sellers because of the difficulty and inconvenience of ascertaining
the actual damages Sellers may suffer as a result of a breach of this agreement by
Hospital.
22.3. The limitations on remedies set forth in this section shall not preclude
either party from seeking or obtaining injunctive relief or from seeking recovery against
the other under any contractual indemnity set forth in this agreement or for causing
physical damage or injury to persons or property.
22.4. Hospital shall not be deemed in default for failure to perform the terms,
covenants, and conditions of this agreement, until notice of the default has been given
to Hospital and Hospital has failed to remedy the default within five days after the
notice in the case of failure to make a payment when due and 30 days in the case of
any other default.
23. BULK SALES LAW. Hospital waives compliance by Sellers with the Oregon Bulk
Transfer Act, ORS Chapter 76. In the event any creditor of Sellers claims the benefit
of the Bulk Transfer Law as against Hospital or any of the assets being conveyed to
Hospital under this agreement, Sellers shall immediately pay or otherwise satisfy such
claim or undertake its defense. Sellers shall indemnify and hold Hospital harmless
from and against any and all loss, expense, or damage resulting from the failure to
comply with the Bulk Transfer Law. If Sellers fail to comply with the provisions of this
section and Hospital is required to pay any creditor of Sellers in order to protect' the
property purchased under this agreement from claims or liens of Sellers' creditors,
except those assumed by Hospital, then Hospital may offset the amount it pays
against the balance due Sellers under this agreement.
24. ATTORNEY FEES In case litigation is instituted arising directly or indirectly out of
this agreement, the losing party shall pay to the prevailing party his reasonable
attorney's fees, both at trial and on any appeal.
25. ENTIRE AGREEMENT It is understood and agreed by and between the parties
that this document constitutes and incorporates the entire agreement of the parties,
and that no promises, agreements, understandings, covenants or representations
have been made by either party to the other, except as expressly set forth herein.
26. BINDING ON SUCCESSORS AND ASSIGNS. Hospital shall not have the right
to assign or transfer this agreement or any rights or obligations in this agreement
without .the prior written consent of Sellers, which consent shall not be unreasonably
withheld. Subject to the foregoing, this agreement shall inure to the benefit of and be
binding upon the parties, their heirs, successors and assigns.
27. STATUTORY DISCLAIMER. THE PROPERTY DESCRIBED IN THIS
INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING
STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND
REGULATIONS, WHICH, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE
CONSTRUCTION OR SITING OF A RESIDENCE. BEFORE SIGNING OR ACCEPTING
PAGE 11-AGREEMENT Ip:hospital\swanson.420)
THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY
SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING
DEPARTMENT TO VERIFY APPROVED USES AND EXISTENCE OF FIRE
PROTECTION FOR STRUCTURES.
Hospital: .,~...--~
BY Bo;rd~Secrela~'~ -~~~
PAGE 12-AGREEMENT (p:hospital\swanson.4201
INVENTORY LIST:
1 each; Chattanooga "Adapta" electric high-low treatment
table.
2 each; Wood treatment tables with 2 pillows, towels, gowns, and step stools.
2 each; Body cushions for prone positioning.
2 each; Padded corner chairs
1 each; Medcsonolator, ultrasound, and low volt stimulation.
1 each; Richmar HV II, ultrasound, high volt electric stimu-
lation.
1 each; Chattanooga Intelect 700c, ultrasound, high volt
electric stimulation each includes accessories.
4 each; Bean bags for patient positioning, 14"x50" mirror,
26"x66" mirror.
1 each; Stethoscope.
2 each; Electric moist heat hot pads.
1 each; Trampoline
1 each; CMC Shuttle 2000
1 each; Fitron cycle; Ergometer
1 each; Stair stepper DP
1 each; Nordic Trac pro ski machine.
1 each; Lifestyler 3000 auto incline treadmill.
1 each; Hydra-Fitness "total power"
1 each; Wall-Chair mount tru-trac Model #TTT-92
1 each; Arcon strength testing, back and hand, with computer
and program. Includes operational manual, circuit
breaker, and cabinet, grip strength testing ergome
ter.
4 each; Blue office chairs-adjustable height on castors.
1 each; Chattanooga heavy traction unit. Model # Tx-1.
1 each; Saunders cervical traction unit, attachment to model
Tx-1.
1 each; Adjustable leg stool for model Tx-1.
1 each; Infra red lamp.
1 each; Pelvic Tx belts.
1 each; Adjustable stool.
1 each; Micro therm cabinet.
3 each; 90/90 traction includes cushions/frames, for home
use.
1 each; HydroTub, and wooden captains chair.
1 each; Gravitrac board with belts.
6 pairs of crutches.
1 each; Lofstraud crutches
7 each; Waiting room chairs.
1 each; Standard wheelchair, no foot rest.
OFFICE:
3 each; Double drawer files
1 each; Brother typewriter and typing table.
1 cach; Panasonic/Samcung oomputcr, printcr, monitor, koy~
board.
1 each; Radioshack answering machine.
1 each; Metal office chair.
KITCHEN:
1 each; Mira copier.
1 each; Small hand/foot whirlpool.
1 each; High chair for whirlpool.
1 each; Low chair
LAUNDRY:
1 each; Jacuzzi home whirlpool.
1 each; Washing machine
1 each; Dryer
each; Siemens neodynator electric
each; NK table.
each; Walker with crutch arms.
Stimulator.
94/19/95 16:34 9503 488 5311 CITY HALL-LEGAL ~ ASHLAND HOSPITAL ~015/016
EXHIBIT B
BILL Of SALE
Valdomar J. Swanson and Janice M. Swanson dba Ashland Physical Therapy Center
("Sellers") grant, sell, transfer and deliver to the City of Ashland, Oregon, by and
through its Ashland Community Hospital Board ("Hospital"), the equipment listed on
the attached Exhibit A.
Consideration for this transfer is $ .2~- ~ ~
Hospital shall have all rights and title to the equipment in itself, its executors and
assigns.
Sellers are the lawful owners of the equipment and the equipment is free from all
encumbrances. Sellers have the right to transfer the equipment and will warrantland
defend the right against the lawful claims and demands of all persons.
Dated'~.~/--~'~
PAGE 14-AGREEMENT
EXHIBIT C
Disclosures Under Section 13.1
The Property is subject to a deed of trust in favor of the State of Oregon,
represented and acting by the Director of Veterans' Affairs, securing an
obligation of $26,000, which deed of trust will be paid off and released on the
closing date.
2. Disclosure Under Section 13.3
The roof of the building located on the property has had [leaks] [needs repair
work] on the east part of it, and the building might not satisfy building codes
until such repair work has been done.
3. Disclosure Under Section 13.6.1
There is asbestos located on the property at basement or heat ducts to prevent
heat loss.
4. Disclosure Under Section 13.6.3
There is an oil underground storage tank located on the S.E. corner on the
property, which may contain, or may have previously contained, hazardous
substances.
{p:hospital~swan-agr.exh)
PAGE 15-AGREEMENT Ip:hospital\swanson.420)