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Home My WebLink About20111161.tiff RESOLUTION RE: APPROVE SALES CONTRACT SECURITY AGREEMENT AND FINANCING STATEMENT AND AUTHORIZE CHAIR TO SIGN - WAGNER EQUIPMENT COMPANY 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 Sales Contract Security Agreement and Financing Statement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Works, and Wagner Equipment Company, commencing May 2, 2011, with further terms and conditions being as stated in said agreement and financing statement, and WHEREAS, after review, the Board deems it advisable to approve said agreement and financing statement, 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 Sales Contract Security Agreement and Financing Statement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Works, and Wagner Equipment company be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement and financing statement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 11th day of May, A.D., 2011, nunc pro tunc May 2, 2011. BOARD OF COUNTY COMMISSIONERS .40. seir LD COUNTY, COLORADO ATTEST: y I ,AxilR� i�"-"""'- _ --- �Vc ' i�� ,u � --rbara Kirkmeye , Chair Weld County Clerk to the :( i'. 1 — ' BY: O,�,�✓'� F.t-ti ( �- p y** W 4 Sean P. nway, Pro-Tem Deputy Clerk to the Board_.. w'ligs " Wham . arcia AP V O FORM: EXCUSED David E. Long ounty Attorney �r" ' (wT 019, `-� Douglas Itademac r Date of signature: 11 7/// 4 ori0, 4O Q Cam - PL, Attic 2011-1161 51 Ce n ac, ‘ k EG0064 SALES CONTRACT SECURITY AGREEMENT AND FINANCING STATEMENT(Colorado) Seller/Secured party: WAGNER EQUIPMENT CO. Street Address: 18000 Smith Road,Aurora,CO 80011-3514 Mai Addrets: P.O. Box 17620, Denver, Colorado 80217-0620-Telephone:303-739-3000 Date 5/2/2011 Buyer/Debtor: WELD COUNTY Mailing Address: P.O.BOX 758 City GREELEY County State CO Zip Code 80632-0758 Ship To Name: Address City County State Requested Shipping Date: Via Shipping and Special Instructions PART I--SALES AGREEMENT: The Seller agrees to sell to the Buyer the following described machinery andlor equipment("the Goods"): Quantity COMPLETE DESCRIPTION OF EQUIPMENT PRICE EACH PRICE TOTAL 1 Make: CAT Model: 160M2 AV5 Stock ft $254,000.00 S.N. This equipment is ❑ Business Buyer is ❑ Individual ❑ Incorporated in State of to be used for ❑ Farming ❑ Partnershi Soc.Sec.# Fed.I.D.No. THESE GOODS ARE SUBJECT TO A SECURITY INTEREST RETAINED BY THE SELLER TO ASSURE PAYMENT IN FULL AS PROVIDED IN PART N (PURCHASE MONEY SECURITY AGREEMENT)OF THIS AGREEMENT. Total $ 254,000.00 Less Trade-In(If My) $ - TRADE-IN DESCRIPTION Sub-Total $ 254,000.00 Make N/A Unit Plus Sales Tax(Less City Tax)@ 0.00% $ - Model Serial No. City Tax(Incls Delivery) @ 0.00% $ - Attachments: Serial No. Plus Delivery Charge $ - Conversion Interest $ - Conversion Unpaid Taxes $ - Plus Pay-off on Trade-in $ - Less Cash Down Payment $ - Document Fee $ - Total Unpaid Cash Balance Sale Price $ 254,000.00 PLEASE READ-THIS ORDER WHEN DULY SIGNED IS NON-CANCELLABLE. THIS AGREEMENT INCLUDES THE PROVISIONS ON THE REVERSE SIDE OF THIS AGREEMENT.THE RESPONSIBILfTYFOR CLAIMING SALES TAX EXEMPTION SHALL BE UPON BUYER.THIS AGREEMENT SHALL NOT BE VALID UNLESS ACCEPTED AT THE EXECUTIVE OFFICES OF SELLER IN AURORA,COLORADO BY A DULY AUTHORIZED OFFICER OF SELLER. TERMS: BUYER AGREES TO PAY THE SELLER AT ITS PLACE OF BUSINESS IN AURORA,COLORADO FOR THE GOODS AT THE PRICES SHOWN ABOVE. BUYER REQUESTS THE FOLLOWING TERMS,SUBJECT TO APPROVAL BY SELLER'S CREDIT DEPARTMENT. Cash on Delivery ❑ Cash on Invoice ❑ Cash with Order ❑ Other 2 36-MONTH LEASE BUYER'S REQUEST FOR INSTALLMENT TERMS: (Signed UCC-1 Required) Buyer requests Seller extend credit to Buyer for the unpaid cash balance sale price payable as follows: 36-MONTH LEASE,PAYMENTS OF$2,100 PER MONTH. PURCHASE OPTION OF 205,540 Payments of 2,100.00 including finance charge for full term. First payment due In the event Seller agrees to extend the requested credit Buyer promises to execute a Note and Security Agteenmd containing the installment terms including interest as set out in the Note and Security Agreement submitted to the Buyer by the Seller and execute one or more Financing Statements. Approval of this requested credit shall be Indicated by the Seller submitting to Buyer the Note and Security Agreement. NOTE INTEREST RATE TO BE 4.00 %PER ANNUM; Plus applicable documentation fees. WARRANTY EXTENI ❑' NEW MACHINE WARRANTY ❑ USED CAT DEALER CERTIFIED BY SELLER: El NEW VALUE ASSURANCE ❑ NO WARRANTY EXPRESS OR IMPLIED,"AS IS,WHERE IS" ❑ Other: BILL OF SALE FOR TRADE IN FROM BUYER If,as pad of this transaction,the Buyer provides any trade-ti,then the blowing applies. For value received,the Buyer bargains,sells,grants and conveys to the Seller,all right,the and interest in the equipment described in the Trade-In Desaiplion above. Buyer covenants with the Seller that the Buyer is the lawful owner of such equipment;that the equipment Is free from all encumbrances,except as specifically staled below;that the Buyer holds good right the and Interest to sell such equipment,and that the Buyer warrants and will defend at its own expense against any claims end demands of any other person or entity to any right,title or interest in such equipment. Buyer agrees to reimburse the Seller for all expenses incurred in verifying and obtaining dear title on any trade-in. Amount of encumbrance NIA Payable to: This Agreement is contingent upon and subject to acceptance by Seller,which shall be acknowledged by its authorized representative's signature below. BUYER'S SIGNATURE BELOW ACKNOWLEDGES ACCEPTANCE OF ALL TERMS AND CONDITIONS OF THIS AGREEMENT,INCLUDING THOSE ON THE REVERSE SIDE OF THIS AGREEMENT. PLEASE READ BO E pQpF SpG�E MENT CAREFULLY BEFORE SIGNING. B YER IGNA URE MATT I LJII OFFICIAL TITLE ("J4/ Chair, and of Weld County Commiccinners Acceptance Recommended try / Accept ARNER EQUI NT CO.,SELLER,18000 SMITH URORRA, OLLO r r Salesman RICK MAY / l By: !" IIS�1.e�— co-Sale-Lease Purchase Option(0223.10) NTT man 42 AWD 5-2-2011 Contract Pg.1 11 e:t rev. 1/05 PART I-SALES AGREEMENT-ADDITIONAL TERMS AND CONDITIONS(Colorado) I. M used in this Adecrr..nt,the terms(a)"Seller"shall mean Wagner Equipment Co.,(b)"Buyer"shall mean the party executing this Agreement as such on the face hereof,(c)"Goods"shall mean the machinery and/or equipment listed on the face hereof which are the subject matter of this Agreement,and(d) "Manufacture?'shall mean the entity that manufactured the Goods,it being understood and agreed by Buyer that Seller is not the manufacturer and is in no respect the agent of Manufacturer,and that Seller and Buyer are the sole parties to this Agreement. 2. Manufacturer reserves the right to change the price to Seller of any new Goods without notice. In the event the price to Seller of new Goods of the type ordered hereunder is changed by Manufacturer prior to delivery to Buyer,Seller reserves the right to change the price of the Goods to Buyer accordingly. Buyer agrees to pay the changed price and agrees that this Agreement shall be construed as if the changed price was originally inserted herein All amounts specified in this Agreement shall be due and payable in full at the time of delivery. 3. Manufacturer reserves the right to change the specifications of any new Goods without notice and without obligation to make the same or similar change to any Goods previously purchased by or shipped to Seller or being manufactured or sold in accordance with Seller's orders. In the event of any change by Manufacturer,Seller shall have no obligation to Buyer to make the same or similar change to any Goods covered by this Agreement,either before or after delivery thereof to Buyer. 4. Seller shall not be liable for failure to deliver or for any delay in delivering the Goods where such failure is dire,in whole or in part,to any cause beyond the control of or without the fault or negligence of Seller. 5. The price of the Goods does not include sales or use taxes unless expressly so stated. Buyer assumes and agrees to pay,unless prohibited by law,any such sales and use taxes imposed on or applicable to the transaction covered by this Agreement. 6. MANUFACTURER'S WARRANTY: FOR NEW GOODS SUBJECT TO A MANUFACTURER'S WARRANTY,THE MANUFACTURER'S WARRANTY SHALL BE THE ONLY WARRANTY APPLICABLE TO THE GOODS SELLER HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED,INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7. USED GOODS WHETHER OR NOT SUBJECT TO MANUFACTURER'S WARRANTY: UNLESS A SEPARATE WRITTEN INSTRUMENT SHOWING THE TERMS OF ANY WARRANTY OR SERVICE CONTRACT IS FURNISHED BY SELLER TO BUYER,USED GOODS ARE SOLD"AS IS"WITH NO EXPRESS WARRANTY OR GUARANTEE. SELLER HERBY DISCLAIMS ALL WARRANTIES,EITHER EXPRESS OR IMPLIED,INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 8. BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER ANY CONSEQUENTIAL DAMAGES,DAMAGES TO PROPERTY, DAMAGES FOR IIISS OF USE,LOSS OF TIME,IEMS OF PROFITS,OR INCOME,OR ANY OTHER INCIDENTAL DAMAGES 9. Risk of loss passes to Buyer: (a)when the Goods are shipped to Buyer by carrier,(i)if the carrier is not required to deliver the goods to a particular destination, the risk of loss passes when the Goods are duly delivered to the carrier,but(ii)if the carrier is required to deliver the Goods to a particular destination,the risk of loss passes when the Goods are duly tendered as to enable the Buyer to take delivery,and(b)in all other cases,the risk of loss passes to the Buyer on his receipt of the Goods or on tender of delivery to the Buyer by the Seller. 10. Unless otherwise specified on the face hereof,all Goods shall be shipped F.O.B.Aurora,Colorado. Delivery by the Seller to a canter shall be delivery to the Buyer. Any claims for shortages in shipment shall be made within fifteen(15)days after receipt of shipment. 11. Sales of Equipment. "Notice is hereby given that Wagner Equipment Co.(WECO)may assign its rights to sell this equipment(and to purchase trade-in property,if applicable)described herein to Wagner Exchange LLC." 12. The invalidity or unenforceability of any term,phrase,clause,paragraph,provision,section,article,restriction,covenant,agreement or other provision of this Agreement shall in no way affect the validity and enforceability of any other term,phrase,clause,paragraph,provision,section,article,restriction,covenant, agreement or other provision or any part thereof. 13. This Agreement constitutes the entire agreement of the parties. No provision of this Agreement may be amended,modified,revoked,supplemented,waived or otherwise changed except by a written instrument duly executed by Seller and Buyer. 14. If Buyer has requested Seller to provide financing for the transaction covered by this Agreement,this Agreement is subject to final credit approval. 15. This Agreement shall be construed in accordance with the laws of the State of Colorado,and any action in connection with this Agreement may be properly brought,at the election of Secured Party,in Adams County,Colorado. PART H—PURCHASE MONEY SECURITY AGREEMENT I. Grant of Security Interest. Buyer,as Debtor,grants to the Seller,as Secured Party,a security interest in the Goods sold,including all accessions,parts, accessories and attachments thereto,and all proceeds thereof,in order to secure the payment and performance of the price obligation of the Buyer as set out in Part I of this Agreement(Sales Agreement). Buyer hereby irrevocably authorizes the Seller at any time to file a financing statement to perfect the Seller's security interest 2. Collateral The property serving as collateral and subject to this security interest is the Goods that have been sold,including all accessions,parts,accessories and attachments thereto,which are described in Part I of this Agreement(Sales Agreement). 3. Obligation Secured. This Agreement secures the Buyer's payment of the price of the Goods purchased,as set out in Part I of this Agreement(Sales Agreement). 4. Covenants. Buyer will keep the collateral free at all times from any other claims,liens,security interests and encumbrances,and will not,without the prior written consent of the Seller,sell,transfer or lease any of the collateral. Buyer will keep the collateral in good condition and will protect it from loss,damage or deterioration from any cause. Buyer has and will maintain at all times with respect to the collateral,insurance under an"all risk"policy,containing an acceptable loss payable endorsement in favor of the Seller. 5. Default The following shall constitute an event of default under this Agreement:(i)any failure to pay when due any obligation secured by this Agreement(n) any failure to perform or observe fully and in a satisfactory manner,any term of this Agreement;(iii)any loss,theft,substantial damage or destruction to the collateral;or(iv)a proceeding under any bankruptcy,reorganization,arrangement of debt,insolvency,readjustment of debt or receivership law or statute is filed against the Buyer,or the Buyer makes an assignment for the benefit of creditors. 6. Remedies. Time is of the essence. In the event of default,the Seller shall have the right to declare the entire indebtedness secured by this Agreement immediately due and payable. In the event of default or acceleration,the Seller shall have and may exercise any one or more of the following rights and remedies,which are cumulative and may be exercised in any order: (i)all rights and remedies upon default,in foreclosure or otherwise,available to secured parties under the provisions of the Uniform Commercial Code as adopted in the State of Colorado,as amended,revised or replaced from time to time,and other applicable law;(ii)institute legal proceedings to foreclose upon the security interest,to recover judgment for all amounts then due and owing,and to collect the same out of the proceeds of any sale of the collateral;(iii)institute legal proceedings for the sale of any or all of the collateral;(iv)personally or by agents,enter upon any premises and take possession of the collateral,and without being responsible for loss or damage to such collateral,hold,sell or dispose of the collateral at one or more public or private sales,at places and times and on terms and conditions as the Seller may deem fit. Buyer also agrees to cooperate with the Seller in its right to take possession of the collateral,including but not limited to,an obligation to assemble the collateral and make it available to the Seller at any place which is reasonably convenient to the Seller. 7. Other Provisions. (i)Buyer agrees to pay all costs incurred by the Seller,including reasonable attorneys fees,in collecting any amounts owing to the Seller or otherwise enforcing this Agreement (ii)The indebtedness,and any other amounts owing under this Agreement that are not paid when due shall accrue interest at the rate of 21%per annum until paid. (iii)This Agreement shall be governed and by and interpreted in accordance with the laws of the State of Colorado.(iv) Buyer agrees that venue for any action brought under this Agreement shall be properly in any local,state or federal court located in Adams County,Colorado.4e7Customer�nitiafs MAY 1 1 2011 Page 2 Seller/Secured party: WAGNER EQUIPMENT CO. Street Address: 18000 Smith Road,Aurora,CO 80011-3514 MaitAddress. P.O. Box 17620, Denver, Colorado 80217-0620-Telephone: 303-739-3000 Date 5/2/2011 Buyer/Deurur: WELD COUNTY Mailing Address: P.O.BOX 758 City GREELEY County State CO Zip Cade 80632-0758 Ship To Name: Address City County State Requested Shipping Date: Via Shipping and Special Instructions PART I—SALES AGREEMENT: The Seiler agrees to sell to the Buyer the following described machinery and/or equipment r'the Goods"): Quantity COMPLETE DESCRIPTION OF EQUIPMENT PRICE EACH PRICE TOTAL 1 Make: CAT Model: 160M2 AVV Stock# $254,000.00 S.N. This equipment is 9 Business Buyer is 9 Individual 9 Incorporated in State of to be used for ❑ Farming ❑ Partnershi Soc.Sec.# Fed.I.D.No. THESE GOODS ARE SUBJECT TO A SECURITY INTEREST RETAINED By THE SELLER TO ASSURE PAYMENT IN FULL AS PROVIDED IN PART II (PURCHASE MONEY SECURITY AGREEMENT)OF THIS AGREEMENT. Total $ 254,000.00 Less Trade-In (If Any) $ _ TRADE-IN DESCRIPTION Sub-Total $ 254,000.00 Make N/A Unit Plus Sales Tax(Less City Tax)@ 0.00% $Model Serial No. City Tax(Incas Delivery) @ 0.00% $Attachments: Serial No. Plus Delivery Charge $ Conversion Interest $ Conversion Unpaid Taxes $ Plus Pay-off on Trade-in $Less Cash Down Payment $Document Fee $ Total Unpaid Cash Balance Sale Price $ 254,000.00 PLEASE READ-THIS ORDER WHEN DULY SIGNED IS NON-CANCELLABLE. THIS AGREEMENT INCLUDES THE PROVISIONS ON THE REVERSE SIDE OF THIS AGREEMENT. THE RESPONSIBILITYFOR CLAIMING SALES TAX EXEMPTION SHALL BE UPON BUYER.THIS AGREEMENT SHALL NOT BE VALID UNLESS ACCEPTED AT THE EXECUTIVE OFFICES OF SELLER IN AURORA,COLORADO BY A DULY AUTHORIZED OFFICER OF SELLER. TERMS: BUYER AGREES TO PAY THE SELLER AT ITS PLACE OF BUSINESS IN AURORA,COLORADO FOR THE GOODS AT THE PRICES SHOWN ABOVE. BUYER REQUESTS THE FOLLOWING TERMS,SUBJECT TO APPROVAL BY SELLERS CREDIT DEPARTMENT. Cash on Delivery 0 Cash on Invoice ❑ Cash with Order ❑ Other 2 36-MONTH LEASE BUYER'S REQUEST FOR INSTALLMENT TERMS: (Signed UCC-1 Required) Buyer requests Seller extend credit to Buyer for the unpaid cash balance sale price payable as follows: 36-MONTH LEASE,PAYMENTS OF$2,100 PER MONTH.PURCHASE OPTION OF 205,540 Payments of 2,100.00 Including finance charge for full term. First payment due In the event Seller agrees to extend the requested credit,Buyer promises to execute a Note and Security Agreement containing the installment terms including interest as set out in the Note and Security Agreement submitted to the Buyer by the Seller and execute one or more Financing Statements. Approval of this requested credit shall be indicated by the Seller submitting to Buyer the Note and Security Agreement. NOTE INTEREST RATE TO BE 4.00 %PER ANNUM; Plus applicable documentation fees. WARRANTY EXTENT ❑' NEW MACHINE WARRANTY ❑ USED CAT DEALER CERTIFIED BY SELLER: ❑O NEW VALUE ASSURANCE ❑ NO WARRANTY EXPRESS OR IMPLIED,"AS IS,WHERE IS" 0 Other: BILL OF SALE FOR TRADE IN FROM BUYER if,as pan of this transaction,the Buyer provides any badein,then the following apples. For value received,the Buyer bargains,sells,grants and conveys to the Seller,all right,title and interest in the equipment desaibed In the Trade In Description above. Buyer covenants with the Seller that the Buyer is the lawful owner of such equipment that the equipment is free horn all encumbrances,except as specifically stated below;that the Buyer holds good right title and Interest to sell such equipment,and that the Buyer warrants and will defend al its own expense against any claims and demands of any other person or entity to any right,title or interest in such yuipment. Buyer agrees to reimburse the Seller for all expenses incurred in verifying and obtaining dear title on any bade-in. Amount of encumbrance N/A Payable to: Tis Agreement is contingent upon and subject to acceptance by Seller,which shall be acknowledged by its authorized representative's signature below BUYER'S SIGNATURE BELOW ACKNOWLEDGES ACCEPTANCE OF ALL TERMS AND CONDITIONS OF THIS AGREEMENT,INCLUDING THOSE ON THE REVERSE SIDE OF THIS AGREEMENT. PLEASE READ BOTH SIDES OF THIS AGREEMENT CAREFULLY BEFORE SIGNING. 3UYE SIGIyATURE Date: MAY 1 1 2011 OFFICIAL TITLE AP, y Chair, Boar of Weld County Commissioners \ ptance Recommen by Accepted: WAG EQUIPMENT CO, ELLER,18000 SMITH ROAD,AUR COLl GrIree, r Talesman RICK MAY i By: CO.Sale-Lease-Purchase Option(02.23.10)WELD CO 1601.11 e2 AWD 5-2-2011 Contract pg.1 Y d1 a 13/PM / rev. 1/05 PART I-SALES AGREEMENT-ADDITIONAL TERMS AND CONDITIONS(Colorado) I. As used in this Agreement,the terms(a)"Seller"shall mean Wagner Equipment Co.,(b)'Buyer"shall mean the party executing this Agreement as such on the face hereof,(c)"Goods"shall mean the machinery and/or equipment listed on the face hereof which are the subject matter of this Agreement,and(d) "Manufacturer'shall mean the entity that manufactured the Goods,it being understood and agreed by Buyer that Seller is not the manufacturer and is in no respect the agent of Manufacturer,and that Seller and Buyer are the sole parties to this Agreement. 2 Manufacturer reserves the right to change the price to Seller of any new Goods without notice. hi the event the price to Seller of new Goods of the type ordered hereunder is changed by Manufacturer prior to delivery to Buyer,Seller reserves the right to change the price of the Goods to Buyer accordingly. Buyer agrees to pay the changed pace and agrees that this Agra ment shall be construed as if the changed price was originally inserted herein All amounts specified in this Agreement shall be due and payable in full at the time of delivery. 3. Manufacturer reserves the right to change the specifications of any new Goods without notice and without obligation to make the same or similar change to any Goods previously purchased by or shipped to Seller or being manufactured or sold in accordance with Seller's orders. In the event of any change by Manufacturer,Seller shall have no obligation to Buyer to make the same or similar change to any Goods covered by this Agreement,either before or after delivery thereof to Buyer. 4. Seller shall not be liable for failure to deliver or for any delay in delivering the Goods where such failure is due,in whole or in part,to any cony beyond the control of or without the fault or negligence of Seller. 5. The price of the Goods does not include sales or use taxes unless expressly so stated. Buyer assumes and agrees to pay,unless prohibited by law,any such sales and use taxes imposed on or applicable to the transaction covered by this Agreement. 6, MANUFACTURER'S WARRANTY: FOR NEW GOODS SUBJECT TO A MANUFACTURER'S WARRANTY,THE MANUFACTURER'S WARRANTY SHALL BE THE ONLY WARRANTY APPLICABLE TO THE GOODS SELLER HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED,INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7. USED GOODS WHETHER OR NOT SUBJECT TO MANUFACTURER'S WARRANTY: UNLESS A SEPARATE WRITTEN INSTRUMENT SHOWING THE TERMS OF ANY WARRANTY OR SERVICE CONTRACT IS FURNISHED BY SELLER TO BUYER,USED GOODS ARE SOLD"AS IS"WITH NO EXPRESS WARRANTY OR GUARANTEE. SELLER HERBY DISCLAIMS ALL WARRANTIES,EITHER EXPRESS OR IMPLIED,INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 8. BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER ANY CONSEQUENTIAL DAMAGES,DAMAGES TO PROPERTY, DAMAGES FOR LOSS OF USE,LOSS OF TIME,LOSS OF PROFITS,OR INCOME,OR ANY OTHER INCIDENTAL DAMAGES. 9. Risk of loss passes to Buyer: (a)when the Goods are shipped to Buyer by carrier,(i)if the carrier is not required to deliver the goods to a particular destination, the risk of loss passes when the Goods are duly delivered to the carrier,but(ii)if the carrier is required to deliver the Goods to a particular destination,the risk of loss passes when the Goods are duly tendered as to enable the Buyer to take delivery,and(b)in all other cases,the risk of loss passes to the Buyer on his receipt of the Goods or on tender of delivery to the Buyer by the Seller. 10. Unless otherwise specified on the face hereof,all Goods shall be shipped F.O.B.Aurora,Colorado. Delivery by the Seller to a carrier shall be delivery to the Buyer. Any claims for shortages in shipment shall be made within fifteen(15)days after receipt of shipment. II. Sales of Equipment. "Notice is hereby given that Wagner Equipment Co.()MECO)may assign its rights to sell this equipment(and to purchase trade-in property,if applicable)described herein to Wagner Exchange LLC." 12. The invalidity or unenforceability of any term,phrase,clause,paragraph,provision,section,article,restriction,covenant,agreement or other provision of this Agreement shall in no way affect the validity and enforceability of any other term,phrase,clause,paragraph,provision,section,article,restriction,covenant, agreement or other provision or any part thereof 13. This Agreement constitutes the entire agreement of the parties. No provision of this Agreement may be amended,modified,revoked,supplemented,waived or otherwise changed except by a written instrument duly executed by Seller and Buyer. 14. If Buyer has requested Seller to provide financing for the transaction covered by this Agreement,this Agreement is subject to final credit approval. 15 This Agreement shall be construed in accordance with the laws of the State of Colorado,and any action in connection with this Agreement may be properly brought,at the election of Secured Party,in Adams County,Colorado. PART H—PURCHASE MONEY SECURITY AGREEMENT I. Grant of Security Interest. Buyer,as Debtor,grants to the Seller,as Secured Party,a security interest in the Goods sold,including all accessions,parts, accessories and attachments thereto,and all proceeds thereof,in order to secure the payment and performance of the price obligation of the Buyer as set out in Part I of this Agreement(Sales Agreement). Buyer hereby irrevocably authorizes the Seller at any time to file a financing statement to perfect the Seller's security interest. 2. Collateral. The property serving as collateral and subject to this security interest is the Goods that have been sold,including all accessions,parts,accessories and attachments thereto,which are described in Part I of this Agreement(Sales Agreement). 3 Obligation Secured. This Agreement secures the Buyer's payment of the price of the Goods purchased,as set out in Part I of this Agreement(Sales Agreement). 4. Covenants. Buyer will keep the collateral free at all times from any other claims,liens,security interests and encumbrances,and will not,without the prior written consent of the Seller,sell,transfer or lease any of the collateral. Buyer will keep the collateral in good condition and will protect it from loss,damage or deterioration from any cause. Buyer has and will maintain at all times with respect to the collateral,insurance under an"all risk"policy,containing an acceptable loss payable endorsement in favor of the Seller. 5. Default The following shall constitute an event of default under this Agreement:(i)any failure to pay when due any obligation secured by this Agreement(ii) any failure to perform or observe fully and in a satisfactory manner,any term of this Agreement;(iii)any loss,theft,substantial damage or destruction to the collateral;or(iv)a proceeding under any bankruptcy,reorganization,arrangement of debt,insolvency,readjustment of debt or receivership law or statute is filed against the Buyer,or the Buyer makes an assignment for the benefit of creditors. 6. Remedies. Time is of the essence. In the event of default,the Seller shall have the right to declare the entire indebtedness secured by this Agreement immediately due and payable. In the event of default or acceleration,the Seller shall have and may exercise any one or more of the following rights and remedies,which are cumulative and may be exercised in any order: (i)all rights and remedies upon default,in foreclosure or otherwise,available to secured parties under the provisions of the Uniform Commercial Code as adopted in the State of Colorado,as amended,revised or replaced from time to time,and other applicable law;(ii)institute legal proceedings to foreclose upon the security interest,to recoverjudgment for all amounts then due and owing,and to collect the same out of the proceeds of any sale of the collateral;(iii)institute legal proceedings for the sale of any or all of the collateral;(iv)personally or by agents,enter upon any premises and take possession of the collateral,and without being responsible for loss or damage to such collateral,hold,sell or dispose of the collateral at one or more public or private sales,at places and times and on terms and conditions as the Seller may deem fit. Buyer also agrees to cooperate with the Seller in its right to take possession of the collateral,including but not limited to,an obligation to assemble the collateral and make it available to the Seller at any place which is reasonably convenient to the Seller. 7. Other Provisions. (i)Buyer agrees to pay all costs incurred by the Seller,including reasonable attomeys fees,in collecting any amounts owing to the Seller or otherwise enforcing this Agreement. (ii)The indebtedness,and any other amounts owing under this Agreement that are not paid when due shall accrue interest at the rate of 21%per annum until paid. (iii)This Agreement shall be governed and by and interpreted in accordance with the laws of the State of Colorado.(iv) Buyer agrees that venue for any action brought under this Agreement shall be properly in any local,state or federal court located in Adams County,Colorado. MAY 1 1 2011 Customer Initials Date Page 2 Hello