HomeMy WebLinkAbout20121054.tiff RESOLUTION
RE: APPROVE BILL OF SALE AND AUTHORIZE CHAIR TO SIGN - BANNER HEALTH,
DBA NORTH COLORADO MEDICAL CENTER
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 a Bill of Sale between the County of
Weld, State of Colorado, by and through the Board of County Commissioners of Weld County,
and Banner Health, dba North Colorado Medical Center, commencing May 7, 2012, with further
terms and conditions being as stated in said Bill of Sale, and
WHEREAS, after review, the Board deems it advisable to approve said Bill of Sale, 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 Bill of Sale between the County of Weld, State of Colorado, by
and through the Board of County Commissioners of Weld County, and Banner Health, dba
North Colorado Medical Center be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said Bill of Sale
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:
Sean P. C ay, Chair
Weld County Clerk to the Board
1 ,I�� Wi iam F. Garcia, Pro-T
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BY: oJ ; veti /1 E ,
Deputy CI - k to the Board
1861 I , t�= �t.:r, •-ra Kirkmeyer
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1 •a.S
II ' , +avid E. Long
.unty Attorney 0, mG
DouglasjRademac r
Date of signature: 5 -d Q -/
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4 au- I a 5 .,;a ./a 2012-1054
BC0043
BILL OF SALE
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, COUNTY OF WELD a political subdivision of the State of Colorado (referred to herein as
the "Seller"), does hereby grant, sell, assign and transfer to BANNER HEALTH, an Arizona nonprofit
corporation, d/b/a NORTH COLORADO MEDICAL CENTER ("Buyer"), the Assets (as defined in that
certain Asset Purchase and Transfer Agreement dated to be effective as of May 7'h, 2012 (the
"Agreement"), by and between Buyer and Seller), which Assets include the following:
(a) The rights of Seller under the specific contracts identified on Schedule 1 attached hereto
and made a part hereof.
(b) All right, title and interest (including copyright interests) in and to all computer programs
(including computer modeling programs, design and operational and applications
software and computer source and object codes), firmware, computer data bases, and
related documentation, developed or used in connection with the operation of the EMS
Services, exclusive of any such computer programs, firmware, computer data bases, or
related documentation that is being transferred to NCMC, Inc. pursuant to the NCMC,
Inc. Asset Purchase Agreement.
(c) All telephone numbers(including fax and modems)of the EMS Services.
Seller does hereby covenant with Buyer that Seller is the sole and exclusive lawful owner of all
right, title and interest in and has good and marketable title to all of the Assets, that the Assets are free
and clear of all liens, claims and encumbrances and that Seller has good right to sell, assign and transfer
the same as aforesaid and shall warrant and defend the title thereto unto Buyer, its successors and
assigns, against the claims and demands of all persons whomsoever.
All capitalized terms used in this Bill of Sale and not otherwise defined herein shall have the
meaning ascribed to such terms in the Agreement.
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
- 1 . 1La%`
ATTEST:
.id,
Clerk to the oard uvy.14='
j 1 ft-
By:
Deputy CI-"k to fhe Board fr ;t�C
020/ 7-55
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
TONYA •
'.
•. 1 DISNEY %
hitear
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MY COMM. EXP In-n 9n14
SCHEDULE 1
ASSUMED CONTRACTS
1. Agreement for Transportation Services by and between Weld County Ambulance Services and
Hospice of Northern Colorado effective December 14, 1998.
2. Agreement for Ambulance and Emergency Medical Services by and between Cornell
Corrections Management and Weld County Paramedic Services effective November 13, 2009.
3. Zoll Data Systems Inc., Master Software License and Maintenance Agreement as amended, by
and between Weld County Paramedic Services and Zoll Data Systems, Inc., dated effective
April 11, 2007.
4. Agreement for Ambulance Services between AccentCare Home Health of Mountain Valley,
LLC, d/b/a AccentCare of Colorado and the Weld County Board of Commissioners dated
effective October 1, 2011.
5. Agreements with Verizon Wireless for wireless communication services and mobile telephone
services, including thirteen (13) Air cards, twenty-two (22) mobile telephones and the phone
numbers associated with the mobile telephones, and fifteen (15) Mifi's and the numbers
associated with those Mifi's.
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