HomeMy WebLinkAbout20121051.tiff RESOLUTION
RE: APPROVE ASSET PURCHASE AND SALE AGREEMENT AND AUTHORIZE CHAIR
TO SIGN - NCMC, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Asset Purchase and Sale Agreement
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, and NCMC, Inc., commencing May 7, 2012, with further terms
and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a
copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Asset Purchase and Sale Agreement between the County of
Weld, State of Colorado, by and through the Board of County Commissioners of Weld County,
and NCMC, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 23rd day of April, A.D., 2012.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST:" �,"��?'� � V -
`�-- Sean P. Con y, Chair
Weld County Clerk to the Board
n \ / f William . Gar Pro- em
BY: \cis ✓. �. _r
Deputy CI'rk to the Boar• •I R � � � �
,ae, I n` 'g �• ra Kirkmeyer
AP D AS M: r. jy^e'
4 :AA51 CIN
�.tic, avid E. Long ,
C u ty ttorney
Avna
DouglaRademacher!!!
Date of signature: 5 - 1 -J
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_au la �2 I � 2012-1051
BC0043
ASSET PURCHASE AND SALE AGREEMENT
THIS ASSET PURCHASE AND SALE AGREEMENT (this "Agreement") is made and
entered into as of this 23rd day of April, 2012, by and between the County of Weld, a political
subdivision of the State of Colorado by and through the Board of County Commissioners of
Weld County ("County" or"Seller") and NCMC, INC., a Colorado nonprofit corporation
("NCMC" or"Buyer").
WHEREAS, County desires to sell and NCMC desires to purchase certain equipment and
other tangible assets of County that are more fully described in Exhibit "A"hereto and are
currently used by County in conjunction with the operation of its ambulance service
(the "Service"); and
WHEREAS, the transaction contemplated by this Agreement is being undertaken by
Buyer in connection with the simultaneous acquisition by Banner Health, an Arizona non-profit
corporation ("Banner") of certain other assets used by Seller in connection with the Service
(the "Acquisition Transaction");
NOW, THEREFORE, in reliance on the representations and warranties, and in
consideration of the mutual promises and agreements contained in this Agreement, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. SALE, PURCHASE AND TRANSFER OF ASSETS.
1.1 Sale of Assets. At the Closing Date, Seller agrees to sell, assign, transfer and/or
deliver to Buyer, and Buyer agrees to purchase, assume and/or receive from Seller, all of Seller's
right, title and interest in and to the assets of Seller which are set forth on Exhibit"A", (the
"Assets") all of which shall be conveyed to Buyer free and clear of all liens, pledges, charges,
security interests, encumbrances and claims of any kind. Seller is not selling to Buyer, and
Buyer is not acquiring, any rights to any other assets of Seller, including the assets being
conveyed to Banner in the Acquisition Transaction, any cash or accounts receivable of Seller,
insurance policies of Seller, corporate and tax records of Seller, governmental licenses or
permits, or any other rights of Seller except as stated herein. Seller shall assign all existing
warranties for the Assets to Buyer at the Closing. Because the Service is currently operated as
department of Weld County government, the Service has no marketing plans, policies and
procedures, trade secrets, trade names, and other intangible property and proprietary information,
of whatever nature; however, to the extent that the same exists as a part of the Service in its
current form, the same shall be sold to Buyer.
1.2 It is expressly agreed and understood that Seller shall retain, and be solely
responsible for paying or otherwise discharging or satisfying, all debts, liabilities and obligations
of Seller, including but not limited to debts, liabilities and obligations relating to the Service and
the Assets which arise prior to the Closing, and whether accrued, contingent, known or unknown
or otherwise, and that Buyer shall not assume or be liable for any such debts, liabilities or
obligations of Seller. Buyer shall assume all debts, liabilities and obligations associated with the
Assets, and Buyer's use thereof, arising after the Closing.
EES/NCMC/Ambulance/Asset Purchase Agreement v4 1
2. PURCHASE PRICE AND PAYMENT FOR ASSETS.
2.1 Purchase Price. Subject to the conditions in Section 4, Buyer shall pay Seller the
amount of Eight Hundred Two Thousand Six Hundred Twenty Seven and
55/100's Dollars ($ 802,627.55) (the "Purchase Price"), payable without interest
in four(4) equal installments of Two Hundred Thousand Six Hundred Fifty Six
and 88/100's Dollars ($200,656.88)the first payment to be payable at the Closing
and the remaining three (3) installments to be paid on each of the succeeding three
(3) anniversary dates of the Closing (as hereinafter defined). Each of the
payments shall be made by check or electronic transfer of funds.
2.2 Assets. All tangible Assets, to the extent not already located at the Service
locations, shall be physically delivered by the Seller to the Buyer not less than
two (2) business days prior to the Closing. Buyer understands that all Assets are
being sold"as is" and"where is" and Seller disclaims any warranty,
representation or guarantee, expressed or implied, with respect thereto, including
any implied covenant of merchantability or fitness for a particular purpose. Not
later than the Closing Date, Seller shall have removed from the location of the
Service any assets of Seller that are not Assets excluding assets which are being
sold to Banner in the Acquisition Transaction.
3. CLOSING AND TRANSFER OF ASSETS.
3.1 Closing. The closing of the sale and the transfer of the Assets (the "Closing")
shall take place on May 7, 2012, or such later date as Buyer and Seller may
mutually agree (the "Closing Date") and shall be deemed effective as of 12:01
a.m. Mountain Daylight Time on the Closing Date or at such other time as Buyer
and Seller may mutually agree.
3.2 Deliveries by Buyer. At the Closing, Buyer shall deliver the following to Seller:
(a) The first installment of the Purchase Price; and
(b) All endorsements, instruments or documents as may be required,
necessary or appropriate to carry out this Agreement.
3.3 Deliveries by Seller. At the Closing, Seller shall deliver the following to Buyer:
(a) A Bill of Sale, substantially in the form of Exhibit "B" attached hereto and
made a part hereof; and
(b) All endorsements, instruments or documents as may be necessary or
appropriate to give Buyer good title to and rights under the Assets.
EES/NCMC/Ambulance/Asset Purchase Agreement v4 2
4. BUYER'S CONDITIONS TO CLOSING.
The following are conditions precedent to Buyer's obligation to purchase and/or accept
the transfer of the Assets as of the Closing Date:
(a) No litigation, written threat or investigation that challenges directly or concerns the
legality of the transactions contemplated by this Agreement or that affects in any
material way the Assets, shall have been instituted or threatened in writing,unless
such threat or investigation shall have been finally resolved to the satisfaction of
Buyer, in its sole discretion.
(b) Seller shall have satisfied and cleared any and all liens, pledges,charges, security
interests, encumbrances or claims of any kind against the Assets and provided to
Buyer termination statements under the Colorado Uniform Commercial Code with
respect to any financing statements on file with the Office of the Secretary of State
of Colorado affecting any of the Assets.
(c) Seller shall have obtained all consents, approvals, including, but not limited to,
copies of all corporate resolutions required to authorize the Seller to enter into this
Agreement and to consummate the transactions contemplated herein, and waivers
necessary or required to vest in Buyer all of Seller's rights and title to, and interest
in, the Assets in conformity with the representations and warranties of Seller
herein, including, but not limited to, assignment of any grants applicable to the
Assets.
(d) There shall have been no material breach by Seller in the performance of any of
the Seller's obligations hereunder and each of the representations and warranties
of Seller contained in or referenced in this Agreement shall be true and correct in
all material respects on the Closing Date as though made on the Closing Date.
(e) Delivery by Seller of the documents and items set forth in Section 3.3 above.
(f) Seller and Buyer shall enter into the following leases on terms mutually agreeable to
Seller and Buyer:
(i) Lease of the building located at 1121 M Street, Greeley, Colorado;
and
(ii) Lease of the building located at 3401 11th Avenue,Evans, Colorado.
(g) Buyer shall have either(i)entered into a lease agreement; or(ii)taken an assignment
of the existing lease between the County and the Fort Lupton Fire Protection District
for the Premises located at 2999 9th Street,Fort Lupton, Colorado, on terms
acceptable to Buyer, and Buyer shall have received an assignment of lease for the
property in Windsor, Colorado.
EES/NCMC/Ambulance/Asset Purchase Agreement v4 3
(h) Seller shall have paid any and all amounts of outstanding rent due on the Service
locations including any additional rent which may be due through the Closing.
(i) Buyer and Seller shall have received approval from the State of Colorado for the
transfer of all ambulance vehicles and equipment purchased with funds from the
EMS Grant program.
(j) Seller and Banner shall have simultaneously closed on the Acquisition Transaction.
(k) There shall have been no material adverse change to the condition of or damage to,
the Assets since April 23, 2012.
5. SELLER'S CONDITIONS TO CLOSING.
The following are conditions precedent to Seller's obligation to sell and/or deliver the
Assets as of the Closing Date:
(a) No litigation, written threat or investigation that challenges directly or concerns the
legality of the transactions contemplated by this Agreement or that affects in any
material way the Assets, shall have been instituted or threatened in writing, unless
such threat or investigation shall have been fmally resolved to the satisfaction of
Seller, in its sole discretion.
(b) Delivery by Buyer of the first installment of the Purchase Price and the documents
and items set forth in Section 3.2 above.
(c) There shall have been no material breach by Buyer in the performance of any of
the Buyer's obligations hereunder and each of the representations and warranties
of Buyer contained in or referenced in this Agreement shall be true and correct in
all material respects on the Closing Date as though made on the Closing Date.
(d) Seller and Banner shall have simultaneously closed the Acquisition Transaction.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER.
The following Seller representations, warranties and covenants shall be true at Closing:
6.1 Seller is a political subdivision of the State of Colorado, duly organized, validly
existing, and in good standing under the laws of the State of Colorado.
6.2 This Agreement and all documents executed by Seller that are to be delivered to
Buyer at the Closing are, or at the time of the Closing shall be, duly authorized,
executed, and delivered by Seller, and are, or at the Closing shall be, legal, valid,
and binding obligations of Seller, and do not, and at the time of the Closing shall
not, violate any provisions of any statute, regulation, ordinance, agreement or
judicial order to which Seller is a party or to which Seller is subject.
EES/NCMC/Ambulance/Asset Purchase Agreement v4 4
6.3. There are no claims, disputes, actions, suits, investigations or proceedings
pending or, after due and diligent inquiry, to the best of Seller's knowledge,
threatened, against Seller or any of its members, employees or agents, or any basis
therefor, that arises out of the operation of the Service and that might adversely
affect the Assets, or the ability of Seller to perform its obligations under this
Agreement.
6.4 All contracts or agreements relating to the Assets have been disclosed in writing
to Buyer.
6.5 To the best of Seller's knowledge,there are no tax liens on any of the Assets and no
basis for the imposition of any such liens, and at or after Closing Seller shall have
paid all personal property taxes due on the Assets through the date of Closing, if any.
6.6 Seller has at no time in its business engaged in the retail sale of tangible personal
property so as to create or give rise to any liability or duty to report, collect or remit
any transaction privilege or use tax to the State of Colorado or to any other state or
local taxing body.
6.7 All of the information provided by Seller to Buyer in connection with Buyer's
investigation of the purchase of the Assets were true and correct when provided
and unless disclosed in writing to Buyer prior to the Closing, shall be true and
correct on the date of the Closing.
6.8 Seller is not in default under or in violation of any, and Seller has complied with
all, statutes, ordinances, regulations, orders,judgments and decrees of any
governmental authority applicable to Seller, or the Assets (the "Applicable
Laws") as to which a default or failure to comply might result in any material
adverse affect on the Assets, including, without limitation, any Applicable Laws
governing participation in or eligibility to participate in a Federal health care
program or a State health care program or a State health care program, as such
terms are defined or referenced in 42 U.S.C. Section 1320a-7b(f). Seller has no
knowledge of any basis for assertion of any violation of the foregoing or for any
claim for compensation or damages or otherwise arising out of any violation of
the foregoing.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER.
7.1 Buyer is a nonprofit corporation, duly organized, validly existing, and in good
standing under the laws of the State of Colorado.
7.2 This Agreement and all documents executed by Buyer that are to be delivered to
Seller at the Closing are, or at the time of the Closing shall be, duly authorized,
executed, and delivered by Buyer, and are, or at the Closing shall be, legal, valid,
and binding obligations of Buyer, and do not, and at the time of the Closing shall
EES/NCMC/Ambulance/Asset Purchase Agreement v4 5
not, violate any provisions of any agreement or judicial order to which Buyer is a
party or to which Buyer is subject.
7.3. There are no claims, disputes, actions, suits, investigations or proceedings
pending or, after due and diligent inquiry, to the best of Buyer's knowledge,
threatened, against Buyer or any of its shareholders, members, employees or
agents, or any basis therefor, that might adversely affect the ability of Buyer to
perform its obligations under this Agreement.
8. INDEMNIFICATION.
8.1 To the extent allowed by law, each party hereby agrees to indemnify the other
party and hold it harmless from and against any and all claims, demands,
liabilities, costs, expenses, penalties, damages, and losses, including, without
limitation, reasonable attorneys' fees, resulting from any misrepresentations or
breach of warranty or breach of covenant made by such party in this Agreement
or in any document, certificate, or exhibit given or delivered to the other party
pursuant to or in connection with this Agreement; provided,that the maximum
liability of either party under this Section 8.1 shall be the total amount of the
Purchase Price.
8.2 Buyer shall defend, indemnify and hold Seller harmless from and against all
liability (statutory or otherwise), claims, suits, demands, damages,judgments,
costs, interests and expenses (including, without limitation, reasonable attorneys'
fees and disbursements incurred in the defense thereof) to which Seller may
(except and so far as it arises out of the willful misconduct or gross negligence of
Seller) be subject or suffer, as a result of any events that occur on or after the
Closing Date, arising out of or connected with the Assets. In case any action, suit
or proceeding is brought against Seller by reason of any occurrence herein
described, Buyer shall, at their sole cost and expense, defend such action, suit or
proceeding with counsel reasonably satisfactory to Seller. The provisions of this
Section 8.2, which expressly provide for the nature and scope of Buyer's
indemnification of Seller with respect to the Assets shall survive the Closing.
8.3 To the extent allowed by law, Seller shall defend, indemnify and hold Buyer
harmless from and against all liability (statutory or otherwise), claims, suits,
demands, damages,judgments, costs, interests and expenses (including, without
limitation, reasonable attorneys' fees and disbursements incurred in the defense
thereof)to which Buyer may(except and so far as it arises out of the willful
misconduct or gross negligence of Buyer) be subject or suffer, as a result of any
events that occur prior to the Closing Date, arising out of or connected with the
Assets. In case any action, suit or proceeding is brought against Buyer by reason
of any occurrence herein described, Seller shall, at their sole cost and expense,
defend such action, suit or proceeding with counsel reasonably satisfactory to
Buyer. The provisions of this Section 8.3, which expressly provide for the nature
EES/NCMC/Ambulance/Asset Purchase Agreement v4 6
and scope of Seller's indemnification of Buyer with respect to the Assets shall
survive the Closing.
8.4 Seller hereby states that it is party to an Intergovernmental Agreement with the
City of Greeley, Colorado ("the City"), dated September 23, 1996 ("City IGA"),
wherein Seller agreed to refrain from contracting for"any ambulance service to
be provided by a private third party" during the term of the City IGA. Because
Seller, by and through this Agreement, is selling its Service assets to Buyer, a
Colorado nonprofit corporation that leases hospital property in Greeley, Colorado,
from Weld County through the Colorado Health Facilities Authority and the Weld
County Hospital Board of Trustees for the purpose of a hospital being operated
thereon, Seller believes it is not hereby contracting for"any ambulance service to
be provided by a private third party." Therefore, Seller assures Buyer that, by
entering into this Agreement, Seller is not in violation of the City IGA.
Nevertheless, Seller shall defend, indemnify and hold Buyer harmless from and
against all liability (statutory or otherwise), claims, suits, demands, damages,
judgments, costs, interests and expenses (including, without limitation, reasonable
attorneys' fees and disbursements incurred in the defense thereof)to which Buyer
may (except and so far as it arises out of the willful misconduct or gross
negligence of Buyer) be subject or suffer, as a result of any action brought by the
City wherein the City claims that Seller's entering into this Agreement violates
the City IGA. In case any action, suit or proceeding is brought against Buyer by
reason of any occurrence herein described, Seller shall, at its sole cost and
expense, defend such action, suit or proceeding with counsel reasonably
satisfactory to Buyer. The provisions of this Section 8.4, which expressly provide
for the nature and scope of Seller's indemnification of Buyer with respect to the
City IGA shall survive the Closing.
8.5 In the event that any claim is asserted against a party which it is entitled to
indemnification hereunder(the"Indemnified Party"),the Indemnified Party shall
promptly after learning of such claim notify the other party(the"Indemnifying
Party")thereof in writing;provided, however, that the failure of the Indemnified
Party to give prompt notice of such claim as aforesaid shall not relieve the obligation
of the Indemnifying Party with respect to such claim. All claims for
indemnification hereunder must be asserted in writing by the notifying party to
the notified party. The notified party shall have the right, by giving written notice
to the notifying party within ten(10) calendar days after receipt from the
notifying party of notice of such claim, to conduct at its expense the defense
against such claim in its own name, or, if the notified party shall fail to give
notice, the notified party shall be deemed to have elected not to conduct the
defense of the subject claim, and in such event the notifying party shall have the
right to conduct such defense and to compromise and settle the claim without
prior consent of the notified party. In the event that the notified party elects to
conduct the defense of the subject claim, the notifying party shall cooperate with
and make available to the notified party such assistance and materials as may be
reasonably requested by the notified party, all at the expense of the notified party,
EES/NCMC/Ambulance/Asset Purchase Agreement v4 7
and the notifying party shall have the right, at its expense, to participate in the
defense, provided that the notifying party shall have the right to compromise and
settle the claim only with the prior written consent of the notified party. No legal
proceeding in which the notifying party is named as a party shall be settled by the
notified party without the notifying party's prior written consent unless such
settlement or compromise (a) affects no substantive rights of the notifying party,
(b) involved no admission of fault by the notifying party, and (c) creates no
obligations or liabilities for the notifying party. Any judgment entered or
settlement agreed upon in the manner provided herein shall be binding upon the
notified party, and shall conclusively be deemed to be an obligation with respect
to which the notifying party is entitled to indemnification hereunder.
8.6 Seller and Buyer acknowledge and agree that the foregoing indemnification
provisions in this Article 8 shall be the exclusive remedy of Seller and Buyer with
respect to this Agreement and the transactions contemplated hereby.
9. MISCELLANEOUS PROVISIONS.
9.1 Continuation and Survival of Representations and Warranties. All
representations, warranties, covenants and agreements by the respective parties
contained herein or made in writing pursuant to this Agreement are intended to,
and shall remain, true and correct as of the time of the Closing, shall be deemed to
be material and to have been relied upon, and shall survive for a period of 24
months after the Effective Time. No action may be brought with respect to such
representations or warranties after the expiration of such survival period.
9.2 Confidentiality. Upon consideration and approval by the Seller,this Agreement and
its contents shall be considered a public document and therefore subject to the
provisions of the Colorado Open Records Act, C.R.S. §§ 24-10-101, et seq.
9.3 Governing Law. This Agreement shall be governed by the internal substantive
laws of the State of Colorado, without regard for conflicts of laws.
9.4 No Referral. Buyer unconditionally warrants that the consideration provided by
Buyer herein does not require, and is not contingent upon, Seller admitting any
patient to any hospital or facility owned by Buyer or making any
recommendation, or referral, of any patient, directly or indirectly, to any hospital
or facility owned by Buyer.
9.5 No Federal Exclusion. Seller hereby represents and warrants to Buyer that neither
Seller nor any of Seller's owners, members or employees is, or at any time has
been, excluded from participation in any federally funded health care program,
including Medicare and Medicaid, and that no such action is pending.
9.6 Conflict of Interest Disclosure. Seller represents and warrants that, prior to the
Closing Date, none of Seller, any affiliate of Seller, or any officers, directors,
EES/NCMC/Ambulance/Asset Purchase Agreement v4 8
employees, partners, members, owners or shareholders of Seller or any affiliate of
Seller, is related to, affiliated in any way with, or employs (or otherwise has a
compensation interest with), any officer, director or employee of Buyer or
Banner.
9.7 Notices. Any notice required to be given pursuant to the terms and provisions of
this Agreement shall be in writing and may be either personally delivered or sent
by registered or certified mail in the United States Postal Service, return receipt
requested, postage prepaid, addressed to each party at the addresses that follow or
to such other addresses as the parties may hereinafter designate in writing:
If to Seller: Board of County Commissioners of Weld County
P.O. Box 758
1150 O Street
Greeley, CO 80632
Attn: Board Chair
With a copy to: County Attorney of Weld County
1150 O Street
Greeley, CO 80632
Attn: Bruce Barker, Esq.
If to Buyer: NCMC, Inc.
1801 16th Street
Greeley, Colorado 80631
Attn: Board Executive Director
With a copy: Berenbaum Weinshienk PC
370 17th Street, Suite 4800
Denver, Colorado 80202
Attn: Ellen E. Stewart, Esq.
Any such notice shall be deemed to have been given when personally delivered
or, if sent by registered or certified mail, three (3) days after the same is sent as
provided herein.
9.8 Integration and Amendment. This Agreement, including any attachments and
documents specifically incorporated herein by reference, contains the entire
agreement between the parties with respect to the subject matter hereof. All prior
negotiations between the parties are merged in this Agreement, and there are no
understandings or agreements other than those incorporated into this Agreement,
including any attachments and documents specifically incorporated herein by
reference. This Agreement may not be modified except by written instrument
signed by both parties.
EESMCMC/Ambulance/Asset Purchase Agreement v4 9
9.9 Waiver and Breach. No waiver of the enforcement or breach of any agreement or
provision herein contained, including any attachments or documents specifically
incorporated herein by reference, shall be deemed a waiver of any preceding or
succeeding breach thereof or of the enforcement of any other agreement or
provision herein contained, including any attachments or documents specifically
incorporated herein by reference. No extension of time for performance of any
obligations or acts shall be deemed an extension of the time for performance of
any other obligations or acts.
9.10 Assignment. This Agreement shall not be assignable by either party without the
prior written consent of the other party,which consent shall be in the sole discretion
of such other party to grant or withhold. Consent to one assignment shall not be
construed as consent to any subsequent assignment.
9.11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the heirs, successors and permitted assigns of each party hereto.
9.12 Further Assurances. Both parties shall execute and deliver all documents, papers
and instruments necessary or convenient to carry out the terms of this Agreement.
The parties shall, upon request at any time after the Closing Date, execute, deliver
and/or furnish all such documents and instruments, and do, or cause to be done,
all such acts and things as may be reasonable to effectuate the purpose and intent
of this Agreement.
9.13 Mutual Contribution. The parties to this Agreement and their respective counsel
have had the opportunity to review this Agreement and to contribute to its
drafting. Consequently, no provision of this Agreement shall be construed against
either party on the grounds that (a) such party drafted the provision or caused it to
be drafted, or(b) the provision contains a covenant of such party.
9.14 Cost of Litigation. In the event that either party to this Agreement takes legal
action to enforce any of the terms of this Agreement, the court or other presiding
body shall have the power to, and the parties shall direct the court or other
presiding body to, award reimbursement for the prevailing party's reasonable
expenses, including, but not limited to, reasonable attorneys' fees, incurred in
connection with such action.
9.15 Captions. The captions contained in this Agreement are for convenience or
reference for Buyer and Sellers and are not intended in any manner whatsoever to
construe, define or limit the scope or intent of this Agreement or any provision
hereof.
9.16 Counterparts. This Agreement may be executed in one or more copies or
counterparts, each of which when signed shall be an original, but all of which
together shall constitute one instrument.
EES/NCMC/Ambulance/Asset Purchase Agreement v4 1 0
9.17 Termination. Either Party may terminate this Agreement by written notice to the
other Party, if the conditions to the terminating Party's obligations at Closing
have not been satisfied by close of business on May 7, 2012 other than due to the
failure of the Party seeking to terminate this Agreement to perform any
obligations under this Agreement required to be performed at or prior to the
Closing Date.
9.18 No Waiver of Immunities. No portion of this Agreement shall be deemed to
constitute a waiver of any immunities which the parties hereto or their officers of
employees may possess, nor shall any portion of this Agreement be deemed to
have created a duty of care on the part of either part to any person not a party to
this Agreement.
9.19 No Continued Funding Obligation. No portion of this Agreement shall be
deemed to create an obligation on the part of County to expend funds not
otherwise appropriated in each succeeding year.
9.20 No Third Part Beneficiary. It is specifically understood and agreed that any third-
party which is not a named party herein accrues no rights or benefits to any of the
terms, covenants, or conditions of this Agreement. It is expressly understood and
agreed that enforcement of the terms and conditions of this Agreement, and all
rights of action relating such enforcement, shall be strictly reserved to the
undersigned parties, and nothing contained in this Agreement shall give or allow
any claim or right of action whatsoever or by any other person not included in this
Agreement.
9.21 Severability. If any term or condition of this Agreement shall be held to be
invalid, illegal, or unenforceable, this Agreement shall be construed and enforced
without such a provision, to the extent this Agreement is then capable of
execution within the original intent of the Parties.
[Left Intentionally Blank]
EE$/NCMC/Ambulance/Asset Purchase Agreement v4 11
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of the date first set forth above.
BUYER: SELLERS:
NCMC, INC. COUNTY OF WELD, a political
subdivision of the STATE OF COLORADO
by and through the Board of County
Commissioners of the County of Weld
By: ) By: r /--
Al D min z Sean P. Conway, Chairman
Chair d Pres'
Attest: E,La
Clerk to the Boardr�y ��
,s61 C
By
Deputy 'erk to the Board
EES/NCMC/Ambulance/Asset Purchase Agreement v4 12
EXHIBIT "A"
ASSETS TO BE PURCHASED
AND PURCHASE PRICE ALLOCATION
1. Ambulances
TITLE ASSET# DESCRIPTION LICENSE MANUFACTURER MODEL SERIAL# BOOK
PLATE VALUE
AMBULANCE
15040194 20033/4 TON 399FTL CHEVROLET CK25953 1GBHK29U23E283902 0.
PICKUP W/EXT
CAB
15062011 200516 265EVC FORD SRW 1FDSE35L35HA00528 0.
PASSENGER
BUS WITH LIFT
15270031 2006 156TTW FORD E350 1FDWE35PODA35797 0.
AMBULANCE
15270032 2006 VAN 378FTL FORD EC0N0LINE 1FBNE31P06DA67823 0.
$38,400.00 15270037 2009 034TTW CHEVROLET G4500 1GBKG316791100133 19963.
AMBULANCE
$46,750.00 15270038 2009 092T-LW CHEVY G4500 1GBKG316391120380 30222.
AMBULANCE
15270039 2009 147TTW CHEVROLET 4500 1GBKG316691155480 79531.
AMBULANCE
15270040 2009 14611W CHEVROLET 4500 1GBKG316891154251 76485.
AMBULANCE
15270041 2009 145TTW CHEVROLET 4500 1GBKG316491155400 76485.
AMBULANCE
15270042 2009 148TTW CHEVROLET 4500 1GBKG3165591156989 76485.
AMBULANCE
$49,750.00 15270043 2010 895UHA CHEVY G4500 1G89G5B67A1100758 28553.
AMBULANCE
15270044 2011 692UHD CHEVROLET G4500 1 GB6G5CL3B1110602 104304.
AMBULANCE
15270045 2011 694UHD CHEVROLET G4500 1GB6G5CL0B1110945 104304.
AMBULANCE
15270046 2011 693UHD CHEVROLET G4500 1GB6G5CLXB1111150 104304.
AMBULANCE
15270047 2011 973UHD CHEVROLET G4500 1 GB6G5CL9B1120132 12207.
$138,793.50 AMBULANCE
15680008 2003 CARGO 044DDM INTERSTATE TA2 4RACS20283N024099 -430.
TRAILER
60000026 PANSONIC CF CF30 S9CKSA42534 2102.
5 30 LAPTOP
60000222 WORKSTATIO 0.
NS
AMBULANCE
NORTH
60000248 MEDICAL JOHN DEERE W006X4X063511 0.
GATOR W/BED
12 Units 60000249 M SERIES ZOLL MEDPR0 TO6L85608 -1150.
CARDIAC PLUS
MONITOR
60000250 STRYKER 081041282 3205.
POWER PRO
AMBULANCE
COT
EES/NGMC/Ambulance/Asset Purchase Agreement v4 1
60000251 STRYKER 08104283 3205
POWER PRO
AMBULANCE
COT
60000252 STRYKER 081041284 3205
POWER PRO
AMBULANCE
COT
60000253 STRYKER 081041285 3205
POWER PRO
AMBULANCE
COT
60000254 STRYKER 081041286 3205
POWER PRO
AMBULANCE
COT
60000255 STRYKER 081041287 3205
POWER PRO
AMBULANCE
COT
60000256 STRYKER 081041288 3205
POWER PRO
AMBULANCE
COT
60000257 STRYKER 081041289 3205
POWER PRO
AMBULANCE
COT
60000258 STRYKER 081041290 3205
POWER PRO
AMBULANCE
COT
60000259 STRYKER 081041291 3205
POWER PRO
AMBULANCE
COT
60000260 STRYKER 081041292 3205
POWER PRO
AMBULANCE
COT
60000261 STRYKER 081041293 3205
POWER PRO
AMBULANCE
COT
60000262 STRYKER 081041249 3205
POWER PRO
AMBULANCE
COT
60000263 PANSONIC CF CF30 S9CKSA41197 2102
30 LAPTOP
60000264 PANSONIC CF CF30 S9CKSA42489 2102
30 LAPTOP
60000266 PANSONIC CF CF 30 S9CKSA42626 2102
30 LAPTOP
60000267 PANSONIC CF CF 30 S9CKSA42717 2102
30 LAPTOP
60000268 PANSONIC CF CF 30 S9CKSA42358 2102
30 LAPTOP
60000269 PANSONIC CF CF 30 S9CKSA42507 2102
30 LAPTOP
60000270 PANSONIC CF CF 30 S9CKSA42542 2102
EES/NCMC/Ambulance/Asset Purchase Agreement v4 2
30 LAPTOP
60000271 PANSONIC CF CF 30 S9CKSA42680 2102.
30 LAPTOP
60000272 PANSONIC CF CF 30 S9CKSA42372 2102.
30 LAPTOP
60000273 PANSONIC CF CF 30 S9CKSA42519 2102.
30 LAPTOP
60000274 PANSONIC CF CF 30 S9CKSA42556 2102.
30 LAPTOP
60000275 PANSONIC CF CF 30 S9CKSA42708 2102.
30 LAPTOP
60000276 PANSONIC CF CF 30 S9CKSA42481 2102.
30 LAPTOP
60000277 PANSONIC CF CF 30 S9CKSA42531 2102.
30 LAPTOP
60000278 PANSONIC CF CF 30 S9CKSA42591 2102.
30 LAPTOP
60000279 PANSONIC CF CF 30 S9CKSA42711 2102
30 LAPTOP
$79,143.75 60000280 ARBITRATOR PANASONIC GOTAA0366/UNIT 39 626
KIT
60000281 ARBITRATOR PANASONIC GOTAA0064/UNIT42 626
KIT
60000282 ARBITRATOR PANASONIC GOTAA0303/UNIT 41 686
KIT
60000283 ARBITRATOR PANASONIC GOTAA4229/UNIT45 832
KIT
60000284 ARBITRATOR PANASONIC JOTAA0178/UNIT44 832
KIT
60000285 ARBITRATOR PANASONIC DITYA0086/UNIT 46 832
KIT
60000286 ARBITRATOR PANASONIC 01TXA0162/UNIT 37 881
KIT
60000287 ARBITRATOR PANASONIC D1TYA0085/UNIT 38 884
KIT
60000288 ARBITRATOR PANASONIC JOTAA0182/UNIT 40 881
KIT
60000289 ARBITRATOR PANASONIC D1TYA0146/UNIT 43 881
KIT
60000290 ARBITRATOR PANASONIC D1TYA0206/UNIT 31 884
KIT
60000291 ARBITRATOR PANASONIC D1TYA0210/UNIT 36 884
KIT
60000292 ARBITRATOR PANASONIC UNIT 222 881
KIT
60000293 ARBITRATOR PANASONIC UNIT 32 881
KIT
60000294 ARBITRATOR PANASONIC UNIT 11 881
KIT
65003683 DELL POWER DELL POWER EDGE 535PVH1 641
EDGER 710 R710
SERVER
65003713 DELL POWER DELL POWER EDGE 7P45FP1 92;
EDGER 710 R710
SERVER
Weld County
Owned
$352,837.25 State EMS 802,621
Grant
EES/NCMC/Ambulance/Asset Purchase Agreement v4 3
Federal
Homeland
Grant
EES/NCMC/Ambulance/Asset Purchase Agreement v4 4
2. Per Ambulance Inventory Checklist
EKG Monitor
EKG Monitor Number:
Cables: 4 Lead EKG:
Cables: 12 Lead EKG:
Multi Function Pads: Adult
Multi Function Pads: Pediatric
Pulse Oximetry Probe: Adult
Pulse Oximetry Probe: Pediatric
Zoll Capnography: Nasal Cannula
Zoll Capnography: Airway Adaptor
Black Bag: Back Up
Cables: 4 Lead EKG:
Cables: 12 Lead EKG:
Mulit Function Pads: Adult
Multi Function Pads: Pediatric
Manual Defibrillation Pads
Jump Kits
Airway Roll: Laryngoscope Blades
Airway Roll: Laryngoscope Handles
King Tubes
Nebulizer Setup: Medications
Intraosseous Drill: Needles
Chest Decompression & Cricothyrotomy Kit
Pediatric Jump Kit
Blue Medications Kit
Inside Compartments
Portable Suction: (Operation. Charge. Check)
Doppler: (Operation. Battery Check)
Airway Roll: Laryngoscope Blades
Airway Roll: Laryngoscope Handles
King Tubes
Nebulizer Setup: Medications
Oxygen Cylinders: (Minimum 500 psi)
House Tank: (psi)
Portable Tank: Cot: (psi)
Portable Tank: Back Up: (psi)
Portable Tank: Back Up: (psi)
Blood Pressure Cuffs:
Blood Pressure Cuff: Regular
Blood Pressure Cuff: Thigh
EES/NCMC/Ambulance/Asset Purchase Agreement v4 1
Blood Pressure Cuff: Pediatric
Blood Pressure Cuff: Infant
Glucometers:
Glucometer#1: LO Reading
Glucometer#1: HI Reading
Glucometer#2: LO Reading
Glucometer#2: HI Reading
Outside Compartment#1: Spinal Immobilization
Back Boards: Blue
Back Boards: Orange
Cervical Collar Bags: Blue
Cervical Collar Bags: Orange
Scoop:
Papoose:
Head Rolls:
Outside Compartment#2: Splinting
Kendrick Extrication Device: KED
Sager Splint:
HARE Tractin Splint:
Cardboard Splint: Long X 2
Cardboard Splint: Short X 2
Stair Chair:
Auto - Pulse:
Mega Mover:
Outside Compartment#3: Child Seat
Child Seat:
Flares:
Reflectors:
Cab Compartment:
Map Book: MAPSCO xl
Map Book: Weld County Xl
Map: Large Laminated North County X 1
Map: Large Laminated South County X 1
Clipboard/ Paperwork/Cell Phone
Engine Fluids:
Engine Oil:
Engine Coolant:
Engine Transmission Fluid:
Brake Fluid:
Windshield Washer Fluid:
Lights:
Headlights: Low
Headlights: High
EES/NCMC/Ambulance/Asset Purchase Agreement v4 2
Turn Signal Front: Driver's Side
Turn Signal Front: Passenger Side
Turn Signal Rear: Driver's Side
Turn Signal Rear: Passenger Side
Emergency Flashers: Front
Emergency Flashers: Rear
Overhead Emergency Lights: Front
Overhead Emergency Lights: Rear
Scene Lights: Driver's Side
Scene Lights: Passenger Side
Siren:
Siren: Driver's Side
Siren: Passenger Side
Air Horn:
Tires
Front Tire: Driver's Side
Front Tire: Passenger Side
Rear Tires: Driver's Side
Rear Tires: Passenger Side
3. All furniture not affixed to the buildings and personal property of the Service located at the Greeley,
Evans, Ft. Lupton and Windsor buildings.
EE$/NCMC/Ambulance/Asset Purchase Agreement v4 3
EXHIBIT "B"
BILL OF SALE
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, County of Weld, a body politic and corporate of the State of Colorado, by and
through the Board of County Commissioners of the County of Weld (referred to herein as the
"Seller"), does hereby grant, sell, assign and transfer to NCMC, INC. a Colorado non profit
corporation ("Buyer"), the Assets (as defined in that certain Asset Purchase and Sale Agreement
dated effective as of May 7, 2012 (the "Agreement"), by and between Buyer and Seller), which
Assets consist of the items set forth on the attached Schedule 1 (Assets). Each Asset is being
conveyed from Seller to Buyer free and clear of all liens, pledges, charges, security interests,
encumbrances and claims of any kind.
DATED to be effective as of the 7th day of May, 2012.
SELLER:
COUNTY OF WELD, a body politic and corporate of
the STATE OF COLORADO, by and through the Board
of County Commissioners of the COUNTY OF WELD
By:
Sean P. Conway,Chairman
ATTEST:
Clerk to the Board
By:
Deputy Clerk to the Board
STATE OF COLORADO )
) SS
COUNTY OF WELD
On this the 23rd day of April, 2012, before me, the undersigned Notary Public, personally
appeared Sean P. Conway, Chairman, Board of county Commissioners of the COUNTY OF WELD, and
that he, as such and being authorized so to do,executed the foregoing instrument for the purposes therein
contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My Commission Expires:
EES/NCMC/Ambulance\Asset Purchase Agreement v4
SCHEDULE 1
ASSETS
1. Ambulances
TITLE ASSET# DESCRIPTION LICENSE MANUFACTURER MODEL SERIAL# BOOK
PLATE VALUE
AMBULANCE
15040194 20033/4 TON 399FTL CHEVROLET CK25953 1GBHK29U23E283902 0
PICKUP W/EXT
CAB
15062011 200516 265EVC FORD SRW 1 FDSE35L35HA00528 0
PASSENGER
BUS WITH LIFT
15270031 2006 156TIW FORD E350 1FDWE35P0DA35797 0
AMBULANCE
15270032 2006 VAN 378FTL FORD ECONOLINE 1FBNE31P06DA67823 0
$38,400.00 15270037 2009 034TTW CHEVROLET G4500 1GBKG316791100133 19963
AMBULANCE
$46,750.00 15270038 2009 092TTW CHEW G4500 1GBKG316391120380 30222
AMBULANCE
15270039 2009 147TTW CHEVROLET 4500 1GBKG316691155480 79531
AMBULANCE
15270040 2009 146TTW CHEVROLET 4500 1GBKG316891154251 76485
AMBULANCE
15270041 2009 145TTW CHEVROLET 4500 1GBKG316491155400 76485
AMBULANCE
15270042 2009 148TTW CHEVROLET 4500 1GBKG3165591156989 76485
AMBULANCE
$49,750.00 15270043 2010 895UHA CHEW G4500 1GB9G5B67A1100758 28553
AMBULANCE
15270044 2011 692UHD CHEVROLET G4500 1GB6G5CL3B1110602 104304
AMBULANCE
15270045 2011 694UHD CHEVROLET G4500 1GB6G5CLOB1110945 104304
AMBULANCE
15270046 2011 693UHD CHEVROLET G4500 1GB6G5CLXB1111150 104304
AMBULANCE
15270047 2011 973UHD CHEVROLET G4500 1 GB6G5CL9B1120132 122W
$138,793.50 AMBULANCE
15680008 2003 CARGO 044DDM INTERSTATE TA2 4RACS20283N024099 -43(
TRAILER
60000026 PANSONIC CF CF30 S9CKSA42534 210;
5 30 LAPTOP
60000222 WORKSTATIO (
NS
AMBULANCE
NORTH
60000248 MEDICAL JOHN DEERE W006X4X063511
GATOR W/BED
12 Units 60000249 M SERIES ZOLL MEDPRO T06L85608 -1151
CARDIAC PLUS
MONITOR
60000250 STRYKER 081041282 320:
POWER PRO
AMBULANCE
COT
60000251 STRYKER 08104283 320:
EES/NCMC/Ambulance\Asset Purchase Agreement v4
POWER PRO
AMBULANCE
COT
60000252 STRYKER 081041284 3205.
POWER PRO
AMBULANCE
COT
60000253 STRYKER 081041285 3205.
POWER PRO
AMBULANCE
COT
60000254 STRYKER 081041286 3205
POWER PRO
AMBULANCE
COT
60000255 STRYKER 081041287 3205
POWER PRO
AMBULANCE
COT
60000256 STRYKER 081041288 3205
POWER PRO
AMBULANCE
COT
60000257 STRYKER 081041289 3205
POWER PRO
AMBULANCE
COT
60000258 STRYKER 081041290 3205
POWER PRO
AMBULANCE
COT
60000259 STRYKER 081041291 3205
POWER PRO
AMBULANCE
COT
60000260 STRYKER 081041292 3205
POWER PRO
AMBULANCE
COT
60000261 STRYKER 081041293 3205
POWER PRO
AMBULANCE
COT
60000262 STRYKER 081041249 3205
POWER PRO
AMBULANCE
COT
60000263 PANSONIC CF CF30 39CKSA41197 210:
30 LAPTOP
60000264 PANSONIC CF CF30 S9CKSA42489 210:
30 LAPTOP
60000266 PANSONIC CF CF 30 S9CKSA42626 210:
30 LAPTOP
60000267 PANSONIC CF CF 30 S9CKSA42717 210:
30 LAPTOP
60000268 PANSONIC CF CF 30 S9CKSA42358 210:
30 LAPTOP
60000269 PANSONIC CF CF 30 S9CKSA42507 210:
30 LAPTOP
60000270 PANSONIC CF CF 30 S9CKSA42542 210:
30 LAPTOP
EES/NCMC/Ambulance\Asset Purchase Agreement v4
60000271 PANSONIC CF CF 30 S9CKSA42680 2102.
30 LAPTOP
60000272 PANSONIC CF CF 30 S9CKSA42372 2102.
30 LAPTOP
60000273 PANSONIC CF CF 30 S9CKSA42519 2102
30 LAPTOP
60000274 PANSONIC CF CF 30 S9CKSA42556 2102
30 LAPTOP
60000275 PANSONIC CF CF 30 S9CKSA42708 2102
30 LAPTOP
60000276 PANSONIC CF CF 30 S9CKSA42481 2102
30 LAPTOP
60000277 PANSONIC CF CF 30 S9CKSA42531 2102
30 LAPTOP
60000278 PANSONIC CF CF 30 S9CKSA42591 2102
30 LAPTOP
60000279 PANSONIC CF CF30 S9CKSA42711 2102
30 LAPTOP
$79,143.75 60000280 ARBITRATOR PANASONIC GOTAA0366/UNIT 39 626
KIT
60000281 ARBITRATOR PANASONIC GOTAA0064/UNIT 42 626
KIT
60000282 ARBITRATOR PANASONIC GOTAA0303/UNIT41 686
KIT
60000283 ARBITRATOR PANASONIC GOTAA4229/UNIT 45 832
KIT
60000284 ARBITRATOR PANASONIC JOTAA0178/UNIT44 832
KIT
60000285 ARBITRATOR PANASONIC DITYA0086/UNIT 46 832
KIT
60000286 ARBITRATOR PANASONIC D1TXA0162/UNIT 37 881
KIT
60000287 ARBITRATOR PANASONIC D1TYA0085/UNIT 38 884
KIT
60000288 ARBITRATOR PANASONIC JOTAA0182/UNIT40 881
KIT
60000289 ARBITRATOR PANASONIC D1TYA0146/UNIT 43 881
KIT
60000290 ARBITRATOR PANASONIC D1TYA0206/UNIT 31 884
KIT
60000291 ARBITRATOR PANASONIC D1TYA0210/UNIT 36 884
KIT
60000292 ARBITRATOR PANASONIC UNIT 222 88'
KIT
60000293 ARBITRATOR PANASONIC UNIT 32 88'
KIT
60000294 ARBITRATOR PANASONIC UNIT 11 88'
KIT
65003683 DELL POWER DELL POWER 535PVH1 64
EDGER 710 EDGE R710
SERVER
65003713 DELL POWER DELL POWER 7P45FP1 92:
EDGER 710 EDGE R710
SERVER
Weld County
Owned
$352,837.25 State EMS 802,62
Grant
Federal
Homeland
Grant
EESMCMC/Ambulancek Asset Purchase Agreement v4
2. Per Ambulance Inventory Checklist
EKG Monitor
EKG Monitor Number:
Cables: 4 Lead EKG:
Cables: 12 Lead EKG:
Multi Function Pads: Adult
Multi Function Pads: Pediatric
Pulse Oximetry Probe: Adult
Pulse Oximetry Probe: Pediatric
Zoll Capnography: Nasal Cannula
Zoll Capnography: Airway Adaptor
Black Bag: Back Up
Cables: 4 Lead EKG:
Cables: 12 Lead EKG:
Mulit Function Pads: Adult
Multi Function Pads: Pediatric
Manual Defibrillation Pads
Jump Kits
Airway Roll: Laryngoscope Blades
Airway Roll: Laryngoscope Handles
King Tubes
Nebulizer Setup: Medications
Intraosseous Drill: Needles
Chest Decompression& Cricothyrotomy Kit
Pediatric Jump Kit
Blue Medications Kit
Inside Compartments
Portable Suction: (Operation. Charge. Check)
Doppler: (Operation. Battery Check)
Airway Roll: Laryngoscope Blades
Airway Roll: Laryngoscope Handles
King Tubes
Nebulizer Setup: Medications
Oxygen Cylinders: (Minimum 500 psi)
House Tank: (psi)
Portable Tank: Cot: (psi)
Portable Tank: Back Up: (psi)
Portable Tank: Back Up: (psi)
Blood Pressure Cuffs:
Blood Pressure Cuff: Regular
Blood Pressure Cuff: Thigh
EESNCMC/Ambulance/Asset Purchase Agreement v4
Blood Pressure Cuff: Pediatric
Blood Pressure Cuff: Infant
Glucometers:
Glucometer#1: LO Reading
Glucometer#1: HI Reading
Glucometer#2: LO Reading
Glucometer#2: HI Reading
Outside Compartment#1: Spinal Immobilization
Back Boards: Blue
Back Boards: Orange
Cervical Collar Bags: Blue
Cervical Collar Bags: Orange
Scoop:
Papoose:
Head Rolls:
Outside Compartment#2: Splinting
Kendrick Extrication Device: ICED
Sager Splint:
HARE Tractin Splint:
Cardboard Splint: Long X 2
Cardboard Splint: Short X 2
Stair Chair:
Auto - Pulse:
Mega Mover:
Outside Compartment #3: Child Seat
Child Seat:
Flares:
Reflectors:
Cab Compartment:
Map Book: MAPSCO xl
Map Book: Weld County Xl
Map: Large Laminated North County X 1
Map: Large Laminated South County X 1
Clipboard/ Paperwork/ Cell Phone
Engine Fluids:
Engine Oil:
Engine Coolant:
Engine Transmission Fluid:
Brake Fluid:
Windshield Washer Fluid:
Lights:
Headlights: Low
Headlights: High
EESNCMC/Ambulance/Asset Purchase Agreement v4
Turn Signal Front: Driver's Side
Turn Signal Front: Passenger Side
Turn Signal Rear: Driver's Side
Turn Signal Rear: Passenger Side
Emergency Flashers: Front
Emergency Flashers: Rear
Overhead Emergency Lights: Front
Overhead Emergency Lights: Rear
Scene Lights: Driver's Side
Scene Lights: Passenger Side
Siren:
Siren: Driver's Side
Siren: Passenger Side
Air Horn:
Tires
Front Tire: Driver's Side
Front Tire: Passenger Side
Rear Tires: Driver's Side
Rear Tires: Passenger Side
3. All furniture and personal property located at the Greeley, Evans, Fort Lupton and Windsor
locations.
EESNCMC/Ambulance/Asset Purchase Agreement v4
Hello