HomeMy WebLinkAboutComcast (11)Comcast Transfer of Ownership
of Leased Premises Communications Equipment to
Town of Los Altos Hills
WHEREAS, the Town of Los Altos Hills, California (the "Town") and Comcast
of California/Ohio/Pennsylvania/Utah/Washington, Inc. (f/k/a TCI of Pennsylvania, Inc.,
successor in interest to Pacific Sun Cable Partners, L.P.) ("Company") are parties under a
certain Ground Lease originally between the Town and Pacific Sun Cable Partners, L.P.,
dated May 1, 1990, as amended by Ground Lease Assignment and Assumption
Agreement dated February 16, 2001 (as amended, the "Lease"), respecting certain real
property located at Purissima Road, Los Altos Hills, California (the "Leased Premises");
and
WHEREAS, The term of the Lease expired June 17, 2003, and the Company has
been continuing to occupy the Leased Premises on a month to month holdover basis since
that time;
WHEREAS, Company has made certain improvements to the Leased Premises,
including but not limited to a communications tower, building, fencing and other site
improvements (together, the "Improvements'); and
WHEREAS, Section 6.2 of the Lease provides that the Company shall surrender
all Improvements and that the Improvements shall become the property of the Town,
unless the Town provides notice to Company that it wishes for the Company to remove
all Improvements and restore the site to its original condition; and
WHEREAS, the Company will surrender the Leased Premises to the Town on
October 15, 2004.
WHEREAS, the Town has requested for Company to leave said Improvements in
place; and
WHREAS, AT&T Wireless, as sublessee to Company, under a sublease
agreement which expired concurrently with the Lease, and has since been operating on
the Leased Premises on a month to month holdover basis, has equipment on the
communications tower, and AT&T Wireless wishes to continue to utilize the tower; and
Town wishes to enter into an Agreement directly with AT&T Wireless;
NOW, THEREFORE, For good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Company does, effective as of �'day of
October, 2004, hereby sell, transfer and convey to the Town, all of Company's right, title
and interest in and to the Improvements.
The Improvements are conveyed in their "as is", "where is" condition as of
October 15, 2004. All warranties, express or implied, including warranties of title,
merchantability, and fitness for a particular purpose are hereby disclaimed.
Town releases Company from all liability with respect to the Improvements, including
but not limited to the environmental aspects and physical condition of the Improvements, their
valuation, and suitability for Town's purposes. Town acknowledges: (i) That in accepting
ownership of the Improvements, Town has been given the opportunity to investigate and study
the Improvements, including, without limitation, the opportunity to conduct its own physical and
environmental inspections of the Improvements, and that Town is not relying on any
representation or warranty of Company regarding the physical or environmental condition of the
Improvements; (ii) Town will acquire the Improvements in their "as is", "where is" condition and
shall assume the risks that adverse physical conditions may not have been revealed by its
investigation, and Company specifically disclaims making any representation or warranty
respecting the Improvements physical condition, including, but not limited to, warranties of
fitness, merchantability, fitness for a particular purpose, habitability or tenantability.
Town hereby fully releases Company and its officers, directors, and shareholders, from all claims,
demands and causes of any action, known or unknown, of whatever kind arising out of or related
to the Improvements.
Comcast of nfornipi0hio/Pennsylvania/Utah/Washington, Inc
1-2
Its: v ?
Date: _ o-,'"/
Tom of Los Altos Hi s
By:
Its: C 113 MA 4 G `'
Date: /0 -- �(--- ® V
2