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Home My WebLink About20200334.tiffRESOLUTION RE: APPROVE EQUIPMENT SALES AGREEMENT FOR PURCHASE OF USED 2008 CATERPILLAR D6N LGP BULLDOZER AND AUTHORIZE CHAIR TO SIGN - PREMIER EARTHWORKS AND INFRASTRUCTURE, 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 Equipment Sales Agreement for the Purchase of a used 2008 Caterpillar D6N LGP Bulldozer (serial number DJY01307), 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 Fleet Services, and Premier Earthworks and Infrastructure, Inc., commencing upon full execution of signatures, with further terms and conditions being as stated in said agreement, and WHEREAS, the Director of Fleet Services inspected the equipment on January 13, 2020, and found the bulldozer to be in good condition with 3,009 hours on the unit, and WHEREAS, the Director of Public Works concurs the bulldozer will meet the needs of the Department of Public Works without purchasing a brand new, more expensive bulldozer, saving $200,000.00 over the cost of a new bulldozer, and WHEREAS, the Director of Finance and Administration has advised the Board there are funds in the 2020 Budget to purchase the bulldozer, 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, for the purchase of the used 2008 Caterpillar D6N Bulldozer (serial number DJY01307) for $135,000.00 from Premier Earthworks and Infrastructure, Inc. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, the Equipment Sales Agreement to Purchase the used 2008 Caterpillar D6N Bulldozer (serial number DJY01307) for $135,000.00, from Premier Earthworks and Infrastructure, Inc., be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign any necessary documents to complete said purchase. GG F-TCOS) , aCTC&G/GO) 03/03 /2O 2020-0334 FT0001 EQUIPMENT SALES AGREEMENT TO PURCHASE USED CATEPILLAR D6N BULLDOZER - PREMIER EARTHWORKS AND INFRASTRUCTURE, INC. PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 27th day of January, A.D., 2020. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: d,m4,,, x:&,;(1 o• Weld County Clerk to the Board BY: Deputy Clerk to the Board EXCUSED Mike Freeman, Chair Steve Moreno, Pro-Tem Sean P1 Conway APP . AS T . James y rney /1A arbara Kirkmeyer Date of signature: O� 2020-0334 FT0001 EQUIPMENT SALES AGRJEMENT THIS EQUIPMENT SALES AGREEMENT is made thisotgay of January, 2020, by and among_ Premier Earthworks & Infrastructure, Inc. (hereinafter known as "Seller") and_Weld County Colorado, a political subdivision of the state of Colorado (hereinafter collectively known as "Buyer"). Buyer and Seller shall collectively be known herein as "the Parties". BACKGROUND WHEREAS, Seller desires to sell the vehicle described below, known herein as the "Equipment", under the terms and conditions set forth below: WHEREAS, Buyer desires to purchase the Equipment offered for sale by Seller for use in Buyer's operations under the terms and conditions set forth below; and, therefore, TERMS AND CONDITIONS IN CONSIDERATION of the mutual promises and other valuable consideration exchanged by the Parties as set forth herein, the Parties, intending to be legally bound, hereby agree as follows: A. Description of Equipment. Caterpillar D6 VIN: CAT00D6NCDJY01307 B. Consideration. 1. Purchase Price. The total purchase price to be paid by Buyer to Seller for the Equipment is One Hundred and Thirty -Five Thousand Dollars ($135,000.00) (U.S.) (hereinafter "Purchase Price") payable in full at the time of Delivery. C. Delivery of Equipment and Conveyance of Title I. Delivery of Equipment. Seller shall deliver the Equipment, and Buyer shall take possession of same, at Seller's premises (either in person or through a third party) on or before ("Delivery Date"). If delivery is to be made at a date after the execution of this contract, it is Seller's duty to ensure that the Equipment is delivered in the same condition as when last inspected by the Buyer (or, if no Buyer inspection, the execution date of this agreement). It is Buyer's duty, either in person or through a third party to appear at Seller's premises during standard business hours on or before the Delivery Date to remove the Equipment from Seller's premises. However, if Buyer fails to appear at Seller's premises on or before the Delivery Date , risk of loss passes to Buyer on Delivery Date. 2. Conveyance of Clear Title. The Equipment is currently encumbered by a purchase money lien in favor of Seller's bank. Seller shall have four (4) weeks to have such encumbrance removed from the Equipment. D. Representations, Warranties, and Disclosures 1. Warranties. Buyer acknowledges that it has had the opportunity to inspect the Equipment. This Equipment is sold "AS IS", and Seller does not in any way, expressly or impliedly, give any warranties to Buyer. SELLER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. 2020-0334 2. Buyer Representation. The individual signing this agreement on behalf of Buyer hereby represents to Seller that he or she has the power and authority to do so on behalf of Buyer. 3. D. Buyer's Responsibility -- Insurance and Tags. Buyer acknowledges that unless prohibited by applicable law, any insurance coverage, license, tags, plates or registration maintained by Seller on the Equipment shall be canceled upon delivery of the Equipment to, and the acceptance of, by Buyer. E. Continuation of Representations and Warranties. All representations and warranties contained in this Agreement (if any) shall continue in full force and effect after execution of this agreement. If either party later learns that a warranty or representation that it made is untrue, it is under a duty to promptly disclose this information to the other party in writing. No representation or warranty contained herein shall be deemed to have been waived or impaired by any investigation made by or knowledge of the other party to this Agreement. F. Default. The occurrence of any of the following shall, at Seller's option and without notice or demand on Buyer, constitute an event of default under this Agreement: 1. Failure to make any payment when due under this Agreement or failure of any check tendered by Buyer fail to clear; G. Remedies. In the event of Buyer's default, this Agreement shall be terminated and Seller may retake possession without notice. any such expenses. I. Integration. This Agreement, including the attachments mentioned in the body as incorporated by reference, sets forth the entire agreement between the Parties with regard to the subject matter hereof. All prior agreements, representations and warranties, express or implied, oral or written, with respect to the subject matter hereof, are hereby superseded by this agreement. This is an integrated agreement. J. Severability. In the event any provision of this Agreement is deemed to be void, invalid, or unenforceable, that provision shall be severed from the remainder of this Agreement so as not to cause the invalidity or unenforceability of the remainder of this Agreement. All remaining provisions of this Agreement shall then continue in full force and effect. If any provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope and breadth permitted by law. K. Modification. Except as otherwise provided in this document, this agreement may be modified, superseded, or voided only upon the written and signed agreement of the Parties. Further, the physical destruction or loss of this document shall not be construed as a modification or termination of the agreement contained herein. L. Acknowledgements. Each party acknowledges that he or she has had an adequate opportunity to read and study this Agreement, to consider it, to consult with attorneys if he or she has so desired. M. Exclusive Jurisdiction for Suit in Case of Breach. The Parties, by entering into this agreement, submit to jurisdiction in Weld County, Colorado for adjudication of any disputes and/or claims between the parties under this agreement. Furthermore, the parties hereby agree that the courts of Weld County, Colorado have exclusive jurisdiction over any disputes between the parties relative to this agreement, whether said disputes sound in contract, tort, or other areas of the law. N. State Law. This Agreement shall be interpreted under, and governed by, the laws of the state of Colorado. The prevailing party in any lawsuit or arbitration brought arising out of this Agreement or the Promissory Note of even date herewith related to the Equipment shall be entitled to its reasonable attorney's fees. 0. Taxes Buyer shall be responsible for the payment of all taxes associated with the sale of the Equipment and any other related fees or expenses. IN WITNESS WHEREOF and acknowledging acceptance and agreement of the foregoing, Seller and Buyer affix their signatures hereto. SELLER BUYER Premier Eart works & Infrastructure, Inc. By: Its: By: Mike Freeman JAN 2 7 2020 Its: BOCC Chair BILL OF SALE KNOW ALL MEN BY THESE PRESENTS: Premier Earthworks & Infrastructure, Inc., (Seller), for and in consideration of One Hundred and Thirty -Five Thousand and 00/100 Dollars ($135,000.00), and other good and valuable consideration, in hand paid, at or before the ensealing or delivery of these presents by Weld County Colorado, a political subdivision of the state of Colorado, (Buyer), the receipt of which is hereby acknowledged, has bargained and sold, and by these presents does grant and convey unto said Buyer, his personal representatives, successors and assigns, the following property, goods and chattels, to wit, in an "as is" condition: Description Serial Number Caterpillar D6 CATOOD6NCDJY01307 TO HAVE AND TO HOLD the same unto the said Buyer, his personal representatives successors and assigns, forever. The said Seller covenants and agrees to and with the Buyer, his personal representatives, successors and assigns, to WARRANT AND DEFEND the sale of said property, goods and chattels, against all and every person or persons whomever. When used herein, the singular shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. This Equipment is sold "AS IS", and Seller does not in any way, expressly or impliedly, give any warranties to Buyer. SELLER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. IN WITNESS WHEREOF, the Seller has executed this Bill of Sale this January, 2920 By: Ken Evans, President day of RE: EQUIPMENT SALES AGREEMENT - PREMIER EARTHWORKS AND INFRASTRUCTURE, INC. APPROVED AS TO SUBSTANCE: Elected Official or Department Head Controller APPROVED AS TO FORM: 'IS CA/ -0.4-1/4._ County Attorney Hello