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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 O,A.c�Aco LC�jfUcx C)A _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