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Home My WebLink About20161388.tiff RESOLUTION RE: APPROVE BILL OF SALE FOR KEENESBURG TOWER AND AUTHORIZE CHAIR TO SIGN - SUN MICROWAVE, 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 Bill of Sale for the Keenesburg Tower 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 Safety Communications, and Sun Microwave, Inc., commencing upon full execution of signatures, with 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 Sales for the Keenesburg Tower 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 Safety Communications, and Sun Microwave, Inc., 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 25th day of April, A.D., 2016. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: y '€4 Mike Freeman, Chair Weld County Clerk to the Board n �— Sea�onway, Pro-Tem C--)BY: Se/Lit-et/CO( / / De uty Clerk to the Board -- Juli 7 . Cozad APPR V D AS T RM: arbara Kirkmeyer out Attorney Steve Moreno Date of signature: S C C C.✓n Emu>> to - L97---‘.to 2016-1388 CM0024 Stephanie Frederick From: Esther Gesick Sent: Tuesday, April 19, 2016 10:34 AM To: Stephanie Frederick Subject: FW Lease Agreement/Purchase Agreement for Keensburg Tower Attachments: Keensburg RE3J Lease Agreement 2016.pdf; Keensburg Tower Purchase Agreement 2016.pdf; Nice Annual Maintenance Agreement 4-19-2016.pdf; Nice Annual Maintenance Agreement 4-19-2016 - last page.pdf From: Mike Wallace Sent: Tuesday, April 19, 2016 9:19 AM To: Esther Gesick<egesick@co.weld.co.us> Subject: Lease Agreement/Purchase Agreement for Keensburg Tower Esther, The attached three documents were approved the Board of County Commissioners in a work session 04-18-16. 1. Weld County School District RE3J land lease for ground that the Keensburg tower sits on. *2. Bill of Sale from Sun Microwave Inc. for the purchase of the 199' tower located on the RE3J's property 3. NICE Recording Annual Maintenance Contract for support and maintenance for all audio recording in the 9- 1-1 centers These agreements were reviewed and approved by Frank Haug—Assistant County Attorney. Let me know if you need anything else, Thanks Michael R Wallace, ENP,CMCP Weld County Director of Public Safety Communications 1551 N 17th Ave Suite2 Greeley, CO 80631 Office: 970-304-6455 Email: mrwallace@weldgov.com Regional Communications Confidentiality Notice:This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged,confidential or otherwise protected from disclosure.If you have received this communication in error,please immediately notify sender by return e mail and destroy the communication.Any disclosure,copying,distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2016-1388 BILL OF SALE This Bill of Sale ("Bill of Sale") is made as of November 2. 2015. by Sun Microwave, inc. a California S Corporation i''Seiler") with an address at f 3Kh8 Little Creek Lane. Valley Center. CA 'I�t'rk2. r In consideration ot. the mutual covenants and promises contained herein, the receipt and :tlt?'caiency of which are acknowledged by both parties. effective as of the date listed below by Seller, the parties agree as follows: Seller hereby sells. assigns. transfers and delivers to Weld County Board of County Commissions a Colorado governmental organization and its heirs, successors and assigns ("Royer") of ! 150 "U" Street. Greeley. CO R(1632 all of Seller's right, title and interest in and to the Equipment listed in the Attached Exhibit A and Buyer hereby pays to Seller the amount or$75.000, with such Equipment being conveyed "as is" and with no implied or expressed warranty. Seller makes the following representations and warranties to Buyer, each of which is true and correct as of the date this !sill of Sales is fully executed by Buyer and Seller: (a) Seller is a California Corporation. duly organized, validly existing and in good standing under the laws of the state of its organization and is qualified to do business in the State of Colorado: (h) Seller has full legal power and authority to inter into this Bill of Sale and this Bill of Sale constitutes a valid and binding obligation of Selicr, enlorceable in accordance with the terms: (c) the execution of this Bill of Sales and the delivery of the Equipment to the Buyer does not conflict with, violate or constitute a default ender the terms, conditions or provisions of any agreement or instrument to which the Seller is a party or any law.judgement or order of which the Seiler is aware and will not result in the creation of any lien, security interest or encumbrance on any of 'fig: Equipment: (d) there is no actions, suits, proceedings or claims now pending or, to the best of the Seller's knowledge, threatened against Seller of the Equipment that affect Seller ahiliic r.. t iItill its obligations under this Bill of Sale or that impair the value of the Equipment: let the I e!tllpIlicnt was installed in accordance and remains in compliance with any and aril Lie... and ordinances. whether federal. state or local; and i f') Seller has and will have at the time of the mutual execution of this Bill of Sale. good and marketable title to the Equipment free and clear of all liens. charges and encumbrances. EXCEPT AS OTHERWISE PROVIDED HEREIN 'FUIS BILL OF SALE. NO WARRANTY iS PROVIDED AND THE EQUIPMENT CONVEYED IS ON AN "AS IS" AND "AS AVAILABLE" BASIS AND BUYER'S USE OF THE EQUIPMENT IS AT ITS OWN RISK. SELLER DOES \(Y1 MAKE, AND HEREBY DISC'LAJMS, AND ALL EXPRESSED AND IMPLIED WARRANTIES. INCLUDING, BUT NOT LIMITED TO, l'HE WARRANTIES OI- MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE AND ANY WARRANTIES ARISING FROM A COI)RSh. OE DEALING, USAGE OR TRADE. PRACT'IC'E. Seller shall ;ndernnify and hold Buyer harmless from and against any and all loss, cost. damage. claim, liability or expense including reasonable attorney fees and costs. in any way arising from or related to: (a) Seller's ownership or use of the Equipment prior to the mutual execution of this Bill of Sale (including without limitation unpaid wages. payroll taxes, sales'excise taxes. etc.); tbi the failure of any representation or warranty of Seller contained in this Bill of Sale', or (c) the 4207111 Pages: 1 of 4 05/27/2016 /? rQ Carly 11:51 � Koppes, and� Recorder, 0 Weld County, CO // 1 J�fU VIII MIS lillafriliiitii 'YrOMPRI ','fi"i iiyi, d failure by Seller to observe or perform any other covenant or agreement to be observed or perturined by Seller under this Bill of Sale. To the extent permitted by law, Buyer shall indemnify and hold Seller harmless from and against any and all loss, cost, damage, claim, liability or expense, including reasonable attorney fees and costs, in any way arising from or related to (a) buyer's ownership or use of the Equipment following the mutual execution of this Bill of Sales; (b) the failure or falsity of any representation or warranty of Buyer contained in this Bill of Sale; or(c)the failure by buyer to observe or perform any other covenant or agreement to he observed or performed by Buyer under this Bill of Sale. The mutual agreements to indemnify set forth in this Bill of Sale shall survive the consummation of the transaction contemplated by this Bill of Sale. Upon the mutual execution of this Bill of Sale. Seller agrees to immediately provide Buyer with all appropriately stamped engineering drawings and any other documentation related to the ownership and use of each piece of Equipment listed on Exhibit A. Seller will also provide any information relating to any permit, lease, permission, license or other agreement relating to the operation and maintenance of the tower. This Bill of Sale, including Exhibit A, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, agreements, negotiations, correspondence and all other communications, whether written or oral, between Buyer and Seller and shall not be valid or binding until signed by both parties. No modification or waiver of any provision hereof will he effective until signed by an authorized representative of both parties below. Each individual executing this Agreement on behalf of a corporation. nonpro lit corporation, partnership. government entity or other entity or organization, represents and warrants that he or she is duly authorized to execute and deliver this Bill of Sale on behalf of•such entity or organization and that this Bill of Sale is binding upon the same in accordance with its terms. The Bill of Sale shall he governed by and construed under the laws of the State of California without reference to conflict of law principles. To the extent that any lawsuit is filed in connection with the Bill of Sale, Buyer and Seller hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in San Diego, California. If any legal action or other proceeding is brought to enforce the provisions of this Bill of Sale or proceeding for relief from the automatic stay or an action under 11 U.S.C §§ 523. 727, the prevailing party shall be entitled to recover its reasonable attorney fees and other costs(including expert witness fees) incurred in the action or proceeding, in addition to any other relief to which the prevailing party may be entitled. All attached exhibits are incorporated into this Bill of Sale by this reference. Faxed or electronically reproduced signatures will be relied upon as original signatures in all respects. Sun Microwave. Inc. --"Seller- Weld County Board of County Commissions -- 'Buyer" :rl Il it 1, l'i.lt. Mike Freeman Title: Vice President Chair. . Date: Nove nb c .1015 t 3.r. APR 2 5 2016 4207111 Pages: 2 of 4 , .2.a/6 -43 05/27/2016 11:51 PM R Fee:$0.00 Carly Koppes, Clerk r ❑ Recorder, Weld County, CO VIIIFirdWr ('lM lf�� S�� ti�I�a1�J'�� II 11I Tower: Tower Location: Call Sign: WQKI295 Coordinates: 40y' 04' 22.5" V 104° 30' 34.9" W ti. tip. . t. S ' „ ;.,......0 i �, .jS jf �: 7. ,,,,:r.:,, tI ,�}, 4` pt „7 �a £gyp.: � "'' i16 y r• r• rwk {.t..; Rs4. • r tSte* sVI •d -' • � F- r ___..., 4 ,.. _ . •, _ , 40 _ • , , , . , , , , , . _ _ , .. ,., ., . . ,.,., , ... „.......: ... . i . ,„.,......,.... . ..... ,........., •....... . . „ I'ft: Oki k •• .... _ . Ors..„3/4 4207111 Pages: 3 of 4 05/27/2016 11:51 AM R Fee:$0.00 Carly Koppes. Clerk and Recorder, Weld County, CO II II M!rdlinf+rl'iN4TIfl ti W.liAi'i Efi N,U'Foliiii III RE: BILL OF SALEFOR PURCHASE OF TOWER - SUN MICROWAVE, INC. ATTEST: U a• 'K BOARD OF COUNTY COMMISSIONERS Weld C.• ty Clerk to the Board —� WELD COUNTY, COLORADO BY: Deputy Clef to the B C : ,p c � ike Freeman, Chair APR 2 5 2016 Iset APPROVED AS TO FUND - l /•!�PnPR/OVEpD�AS TO SUBSTANCE: Controller c Elected Official or Department Head APP VEDA O F7: 4"/"..._ ector Director of General Services County Attorney 4207111 Pages: 4 of 4 05/27/2016 11:51 AM R Fee:$0.00 Carly Koppes. Clerk and Recorder. Weld County, CO ■III IhMP1D4u,I411C1146' I , II III 7 No _/382 Hello