HomeMy WebLinkAboutbocc.con.140.2013 Rev. 08-30-1/jls
COUNTY CLERK'S
CONTRACT COVERSHEET
CONTRACT #: 140-2013
ORIGINATING DEPARTMENT: Fleet
PROCUREMENT OFFICER: Chris Bull PHONE#: 5393
PROJECT NAME: Skid Steer Loader CONTRACTOR: Wagner EC]uipment
DOLLAR AMOiTNT: $49,613.00 LINE ITEM# 416.65.00952.86650
CONTRACT EXECUTION DATE: CONTRACT END DATE:
AUTOMATIC RENEWAL: ❑ YES � NO TERM:
❑ BOCC AGENDA [TEM (Grants, IGA) ❑ STAFF AUTHORIZED SIGNATURE
(Requires BOCC Signature) (Per Revised Procurement Code 7/2005)
❑ OVER $50,000 (Requires Section Leader& County Manager's Signature)
✓ CHECK PROCUREMENT TYPE:
❑ None ❑ Informal ❑ Formal � Sole Source ❑ Emergency ❑ Outside Agency/State Bid
❑ Compliance with C.R.S. 8-17-5-101, l02 as amended(Immigration Form) ❑ Exempt
❑ Contract Renewal ��rp.
✓ CHECK CONTRACT TYPE: I� 0� ✓ " ' "L
❑ Services/Maintenance ❑ Employment
❑ License/Use ❑ Intergovernmental Agreement(Resolution Required)
❑ Lease ❑ Non-Profi[
❑ Construction ❑ Quasi-Public(e.g.-AVH)
� Goods, Equipment, Supplies Q Grant Agreements(Notify Finance & Resolution Required)
❑ Other(e.g. revenue) ❑ Change OrdedContract Amendment
(C/O: 10%or$25K whichever is the lesser must have County Manager signaturc)
All Conhacts should be proofed and all exhibits and notices must be attached for the following:
✓ � No Pages Missing ✓❑ All Other Blanks Filled In
✓ ❑ If Page Lefr Intentionally Blank—Note on Page ✓� All Eachibits Attached
✓ � Page numbered consecutively �❑ All Legal Descriptions attached (rjapplicable)
✓ ❑ All Original Signatures Affixed ✓❑ Notice of Award/Notice to Proceed Attached ('f applrcable,
✓ ❑ All Dates Filled [n ✓❑ Warranty(if applicable)
✓ ❑ Special Instructions for Finance Departmenh
✓ ❑ Authorized Procurement Oflicer's Name:
I3Y CHECKINC ABOVF AND ENTERING NAME, THC AUTHORIZEU STAFF PERSON INDICATfS THAT
THE ATTACHED DOCUMENT HAS 13rEN PROOFI!:D ANI) READY FOR SCANNING.
NOTE: CLERK'S OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE
ARCHIVES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST!
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Contract# 140-20I3 Rev8.25./Ijaa
Budget Line Item#! 416.65.00952.86650
PITHIN COUNTY
SOLESOURCE PROCUREMENT
JUSTIFICATION REQUEST
TO: Jon Peacock, County Manager
DATE: 3/27/2013
FROM: Chris Bull, Fleet Manager
Proposed Contractor: Wagner Equipment. Product/Service: Skid Steer Loader
Estimate expenditure for the above Product/ service: $ 49,613.00
This form is required, and is to aid you, in documenting your Sole Source request. Complete all portions of
this form. This purchase is cleazly and legitimately limited to a Single or Sole Source. (Examples: original
manufacturer, no regional distributor, standardization etc):
Explain:
See Attached. '
The undersigned requests that Pitkin County waive other p �rement requirements and recognize this
transaction as a sol_.e_sour e �eption to the Pitkin Count � �cur ent Code.
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Department Head Date Section Head Date
Approved �� Denied Reason for Denial:
/
Jon Peacock, C unty anager Date
Note: Every effoR should be made to obtain a written contract when otherwise required under County
procedures. When a contract is obtained, complete the Clerk's check list and send the original signed contract
with coversheet to clerk's office for archiving.
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Sole Source Justification.
March 26, 2013
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To:Jon Peacock, County Mgr.
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Copy: Brian PetteL �
Subject: Caterpillar Skid Steer Loaders.
Pitkin County is in the process of procuring a New Skid Steer for the Resource Recover Department.
This is 1 of 2 Caterpillar skid steers in that department.
I have attached the Government pricing for a machine from Caterpillar,
This is not only the preferred Machine it has become the Standard Machine of this type in the County.
Pitkin County currently has 5 Caterpillar skid steers; the ability to standardize on a piece of equipment of
this type is essential to free flowing and efficient operations.
The machine can be used across all areas of county operations due to the Training and Familiarity with
this equipment by our operators,
Factory Service and Support:Tfie support that the County receives for Caterpillar is outstanding, parts
and service are readily available and Caterpillar provides constant operator Treining updates and
programs.
In the Last couple of years Caterpillar Support has provided over$30,000 of repairs and updates free of
charge to the County on its Caterpillar equipment.
Accessories: all the Accessories that the County owns are interchangeable between the skid steers,
eliminating the need for multiple pieces for each department,
We currently have Buckets, Forks, Blades, Plows, Brooms and Snow blowers that are interchangeable
, from machine to machine and department to Department.
Inventory,we have approximately$5,000 in Parts and Tire inventory, minimizing down time and
allowing for interchangeability.
I believe" in my experience and my fiscal observations' that the Purchase of the Caterpillar machine is in
the best interests of Pitkin County.
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Contract# 140-2013 Rev.8.30./l jua/js
Budget Line Item#416.65.00952.56650 �
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CONTRACT FOR THE PURCHASE OF
Skid Steer Loader
THIS CONTRACT is made and entered into this 2nd day of April , 2013 , by and between the .
Pitkin County, Board of County Commissioners, 530 E. Main Street, Third Floor, Aspen, Colorado 81611
(hereinafter"County") and Wagner Equipmen[, (hereinafrer"Vendor").
1. GOODS PURCHASED. Vendor shall provide County the following goods conforming to
the stated description and any Technical Specifications attached to this contract:
Caterpillar Skid Sfeer Loader
2. DELIVERY OF GOODS. Goods, together with all warranties, guarantees, manuals,
support information and notice of any extended warranties, shall be delivered by Vendor to the County at
the following place and time:
Place: Pitkin County Fleet Dept., 76 Service Center Rd, Aspen 81611
3. RISK OF LOSS. At all times prior to delivery and County's acceptance of the goods,
Vendor shall bear any and all risk of loss of or damage to the goods. During such period, Vendor shall
insure the goods for loss or damage in amounts and under appropriate terms.
4. TIME IS OF THE ESSENCE. Vendor acknowledges that time is of the essence for
delivery of goods.
5. LIQUIDATED DAMAGES. Vendor hereby agrees to be responsible to Coimty for
liquidated damages for failure to deliver goods on time, (for delay and not as Penalty) in the amount of$
NONE_per calendar day for each day or ptirt of'a day that goods are not delivered on tlle date and time
establisl�ed in accordance widl this contract The parties agree that the stated sum is a reasonable forecast
. of fair compensation for the anticipated damanes for delay and that they genuinely intend to liquidate such
damages. Any such damages are to be cleducted trom purcl�ase price. �OP'CIONAL]
6. ACCEPTANCE OF GOODS. Delivery of goods shall be complete only upon acceptance
by County. County shall have [5 Days] for inspection of goods. At delivery and afrer inspection and
acceptance, Vendor shall tender a Bill of Sale to the goods, together with any and all other documents
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Contract# 140-2013 � Rev.8.30.l 1 jau/js
Budget Line Item#416.65.00952.86650
evidencing such ownership and title to the goods. The goods shall be delivered to County Free and clear of
any liens, claims or encumbrances, and Vendor shall warrant the same, which warranty shall survive
closing of this contract.
7. REJECTION OF GOODS. If goods are not delivered according to the specifications and
descriptions of this contract, County may reject goods. [Vendor shall have Five Days additional time to
deliver goods in conformance with this contract. Upon failure of Vendor to deliver goods, County may
terminate this contract or declare Vendor to be in default and pursue remedies contained in this contract.
8. WARRANTY/REPAIRS:
A. Deliverv of Warrantv. Upon delivery of the goods, Vendor shall simultaneously
tender to County all warranties, guarantees, manuals and other documents specified by the
contract documents or in possession of Vendoc
B. Terms of Warrantv and Repair. The Vendor hereby warrants that for a period of 12
Months, after goods are accepted, Vendor will, at Vendor's own expense, without any cost to the
County, replace all defective parts and make any repairs to the goods that may be required or made
necessary by reason of defective material or workmanship. Where practicable, warranty repairs are
to be made in the field; however, in the event of major repairs, the goods may be transported to
Vendor's facility at no cost to the County.
C. Extended Warranties. In addition to the above, the County may avail itself of the
Vendor's standard and/or extended warranties. The Vendor shall offer to the County any extended
warranties, which may be available from the manufacturer at the time of delivery, or any
subsequent extended warranties, for which the County may be eligible, which become available
thereafter. The County is under no obligation to accept and pay for these extended warranties
however. • -
9. PAYMENT. Full payment shall occur upon acceptance of goods delivered in compliance
with this contract. In consideration of delivery and acceptance of the goods to County in accordance with
this contract, County shall pay Vendor, and Vendor agrees to accept as its full and only compensation, the '
stated sum of$ 49,613.00, but any payment by the County may be offset by any amount the Vendor owes
the County for any reason.
10. TERMINATION PRIOR TO EXPIRATION OF CONTRACT TERM. County has the
right to terminate this contract, with or without cause, by giving written notice to the Vendor of such
termination and specifying the effective date thereo£
11. COUNTY'S REMEDIES UPON DEFAULTOF VENDOR. Whenever Vendor shall
default in performance of this contract in accordance with its terms, County shall be entitled to suit for
damages, specific performance or other relief in law or equity.
12 ASSIGNABLILITY. This contract is not assignable by either party. Any use of
subcontractors by the Vendor for performance of this contract must be accepted in writing by the County.
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Contract# 140-2013 � Rev.8.30.11 jaa/js
Budget Line Item#416.65.00952.86650
13. BINDING ARBITRATION. Any disputes arising out of this contract shall be subject to
binding arbitration. The parties agree that any disputes concerning the terms and conditions of this
contract shall be submitted and finally settled by arbitration. Arbitration shall be conducted pursuant to
the rules of the American Arbitration Association and shall be presided over by the Pitkin County Hearing
Officer appointed to arbitrate Pitkin County contract disputes. Costs of the arbitration shall be awarded to
the substantially prevailing party.
14. SEVERABILITY. In the event that any provision of this contract shall be heid to be
invalid or unenforceable, the remaining provisions of this contract shall remain valid and binding upon the
parties hereto
I5. INTEGRATION AND MODIFICATION. This contract represents the entire and integrated
contract between the Counry and Vendor and supersedes all prior negotiations, representations, or contract,
either written or oral. This contract may be amended only by written contract signed by both the County and
V endor.
16. EXEMPTIONS. All purchases of construction or building or any other materials for this
contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin
County is exempt from such taxes under registration numbers 98-02624 and 84-78000-SK.
17. CONTRACT MADE IN COLORADO. The parties agree that this contract was made in
accordance with the la�vs of the State of Colorado and shall be so construed. Venue is agreed to be
exclusively in the courts of Pitkin County, Colorado.
18. ATTORNEY'S FEES. In the event that legal action is necessary to enforce any of the
provisions of this contract beyond the arbitration described in Paragraph 13, the substantially prevailing party
shall be entitled to its costs and reasonable attorney's fees.
19. GOVERNMENTAL IMMiJNITY. Vendor agrees and understands that County is relying
on and does not waive, by any provision of this contract, the monetary limitations or terms (presently
$150,000 per person and $600,000 per occurrence) or any other rights, immunities, and protections
provided by the Colorado Governmental Immunity Act, 24-10-101, et seg., C.R.S., as from time to time
amended, or otherwise available to County or any of its officers, agents or employees. Further, nothing in
this contract shall be construed or interpreted to require or provide for indemnification of the Vendor by the
County for any injury to any person or any property damage whatsoever which is caused by the negligence or
other misconduct of the Counry or its agent or employees.
20. CURRENT YEAR OBLIGATIONS. The parties acknowledge and agree that any
payments provided for hereunder or requirements for future appropriations shall constitute only currently
budgeted expenditures of Pitkin County as County. Pitkin County's obligations under this contract are
subject to Pitkin County's annual right to budget and appropriate the sums necessary to provide the
services set forth herein. No provisions of the contract shall constitute a mandatory charge or requirement
in any ensuing fiscal year beyond the then current fiscal year of Pitkin County. No provision of the
contract shall be construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other
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Budget Line Item#416.65.00952.86650 �
financial obligation of Pitkin County within the meaning of any constitutional or statutory debt limitation.
This contract shall not directly or indirectly obligate Pitkin County to make any payments beyond those
appropriated for Pitkin County's then current fiscal yeaz. No provisions of this contract shall be construed
to pledge or create a lien on any class or source of Pitkin County's moneys, nor shall any provision of this
contract restrict the future issuance of Pitkin County's bonds or any obligations payable from any class or
source of Pitkin County's money.
21. NOTICE. Any written notice required by this contract shall be deemed delivered through
any of the following: (1) hand delivery to the person at the address below; (2) delivery by facsimile with
confirmation of receipt to the fax number below; or (3) within three (3) days of being sent certified first
class mail, postage prepaid, return receipt requested addressed as follows:
A. To Pitkin County with copies to:
Christo}�her Bull Pitkin CounTy Attomey's Office
76 Service Center Rd � 530 E. Main Street, #302
Aspen, Colorado 81611 Aspen, Colorado 81611
Pax 970-920-5393 Fa�c: (970) 920-5198
B. Wagner Equipment
Bill Miller
970-379-3661 �
bmi ller@wagnerequipment.com
IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out herein above.
VENDOR: PITKIN COUNTY COLORADO
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By: /t/�� 7 �L'l,3 By: � �\ 1—. � •a� 1 � I�
Bill Miller, Date Procurement Officer Date
Wagner Equipment /
Title: �"' � �'
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ec ion Leader Date
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wa�NER �
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February 20,2013
PITKIN COUNTY FLEET MGMT
76 SERVICE CENTER RD
ASPEN CO
81611-2567
Attentlon: CHRIS BULL
CATERPILLAR Model: 272D Skid Steer Loader
STANDARD EQUIPMENT
CONTROLS-Electro/Hydraulic Implement Control, RH-Electro/Hydraulic Hydrostatic- Transmission Control,
LH-Hand and Foot Throttle '
ELECTRICAL- 12 Volt Electrical System-100 Ampere Altemator-Ignition Key Start/Stop/Aux Switch-Lights:
Gauge BaGclighting- -Two Rear Tail Lights- -Rear Working Lights- -Two Adjustable Front-
Halogen Lights- -Dome Light-Backup Alarm-Heavy Duty Battery, 880 CCA-Gauges:
OPERATOR ENVIRONMENT-Gauges :- -Fuel Level- -Hour Meter-Operator Waming System
Indicators:- -Air Filter Restriction- -Altemator Output- -Artnrest Raised/Operator- Out of Seat-
-Engine Coolant Temperature- -Engine Oil Pressure- -Glow Plug Activation- -Hydraulic Filter
Restriction- -Hydraulic Oil Temperature- -Park Brake Engages-Adjustable Suspension V nyl Seat-Fold
In Ergonomic Contoured Armrest-Control Interlock System,when Operator- Leaves Seat or Armrest Raised:-
-Hydraulic System Disables- -Hydrostatic Transmission Disabies- -Parking Brake Engages-ROPS Cab,
Open, Tilt Up-FOPS, Level I-Top and Rear W ndows-Deluxe Headliner-Floortnat-Interior Rear View Mirror-
12V ElecUic Socket-Hom-Caterpillar C3.8 Turbo Tier 4 Interim Compliant
POWERTRAIN-Caterpiilar C3.8 Turbo Tier 4 Interim Compliant-Diesel Engine- -95 Net Horsepower @ 2500
RPM- -Fuet Priming Pump- -Glow Plugs Starting Aid- -Liquid Cooled, Direct Injedion-Air Cleaner, Dual �
Element, Radial Seal-S-O-S Sampling Valves,- Hydraulic Oil-Filter,Spin on, Hydraulic-Filters, Bayonet-Type,
Fuel- and Water Separator-Tilt Up Radiator/Hydraulic Oil Cooler-Muffler,Standard-Spring Applied,
Hydraulically Released,- Wet Multi Disc Parking Brakes-Hydrostatic Transmission-Four Wheel Chain Drive
O7HER STANDARD EQUIPMENT-Engine Enclosure-Lockable-EMended Life Antifreeze(-37C,-34F)-Machine
Tie Down Points(4)-Coupler, Mechanical-Support, Lift Arm-Hydrauiic Oil Level Sight Gauge-Radiator Coolant
Level Sight Gauge-Radiator E�ansion Bottle-Caterpillar Tough�uard`XT Hose-Auxiliary, Hydraulics,
Continuous Flow-Heavy Duty Fiat Faced Quick Disconnects-Split D-Ring to Route Work Tool Hoses- Along
Side of Left Lift Arm-Eledrical Outlet, Beacon-Beily Pan Cleanout-Per SAE J818 May87 and ISO 5998: 1986-
Rated Operating Capaciry:- -3450 Ib—With Counterv+eight
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Wagner Equipment � Quote 112207-01
MACHINE SPECIFICATIONS
Description ,
272D SKID STEER LOADER .
CONVERSION ARRANGEMENT
INSTRUCTIONS, ANSI, NACD
BELT, SEAT, 2"
ENGINE,TIER 4 INTERIM COMPLIANT
QUICK COUPLER,ELECTRIC
HYDRAULICS, PROPORTIONAL,WORK TOOL
ROPS, ENCLOSE�WITH A/C(C3)
SEAT, COMFORT, AIR SUSPENSION
DOOR, CAB, POLYCARBONATE
PACKAGE, PERFORMANCE, (H2) Standard Flow-23 gpm, Dual Self Level
POWERTRAIN TWO SPEED
INSTRUCTIONS, ENGLISH
HEATER, ENGINE COOLANT, 120V
RADIO, AM/FM CD PLAYER
COUNTERWEIGHT, MACHINE 2501bs
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Governmental Discount Price: ( $47,673.00
Available at additional charge:
4 TIRES, 12X16.5 10PR CAT add$ i285.00%
4 TIRES, 33X6X11 CAT, EXTREME DUTY FLEXPORT SOLID TIRES add$2,481.00
BUCKET-GP Bolt on cutting edge 72"width add$1,655.00.
PALLET FORKS 8 CARRIAGE 48"length add$ 985.00
WARRANTY
Premier Warranry: �2 Months Complete Machine including travel for the first 6 months and the balance of
3 year/3000 hour whichever occurs first, Govemmental Powertrain Warranty
F.O.BITERMS
Aspen, C0.
Blll Miller
Wagner Equipment Co.
970-379-3661
bm i Ile r@wag nerequ I pme nt.com
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:5ALES CONTRACT SECURITY AGREEMENT AND FINAN�G STATEMENT(Colorado)
SelledSecured parry: WAGNER EQUIPMENT CO. Street Address: 18000 Smith Road,Aurora,CO 80011-3514 � .
"fieil AJdrev: P.O. Box 17620, Denver, Colorado 80217-0620-Telephone: 303-7393000 Date 4/11/2013 �
3uyeriDec;or: Pitlin County Fleet Mgmt � � � �
Maii!nc Acdress: 76 Service Center Rd. �
City Aspen Counry Pitkin State CO. zip code 81611
Ship To Name: naaress 76 Service Center Rd �
� ciry Aspen Counry �Pitkin state Co.
Requested Shipping Date: Via WECO d01iVBf
Shipping and Special Instmctions
PART I--SALES AGREEMENT: The Sellar agrees[o sell to t�e Buyar the(ollowinB tleacrlbatl machinery entllor equipment("the Gooda"�:
Quanti COMPLETE DESCRIPTION OF EQUIPMENT PRICE EACH PRICE TOTAL
1 Make: 2012/CAT Model: 272D � 5tock a 423860 $47,673.00
� � ;�.i<.� O�S'-00355 �
�--�— .
12x16.5 tOPR Tires E285.00
72"Bucket 51,655.00
This equipment is ❑ Business BUyOf i5 ❑ Individual � Incorporated in State of
to be used for � Farming � ❑ Parinersh Sw.Sec.# Fed.I.D.No.
THESE GOO�S ARE SUBJECT TO A SECURITYINTEREST RETAINEO BV THE SELLER TO ASSURE PAYMENT IN FULL FS PROVIDED IN PART II
, � (PURGHASEMONEYSECLIRITYAGREEMENT�OFTHISAGREEMENT. TOt2I $ 49,613.00
Less Trade-In(If Any) $ -
TRADE-IN DESCRIPTION Sub-Total $ 49,613.00 .
� Make Unit Plus Sales Tax(Less Ciry Tax)@ 0.00% $ -
Model Senal No. City Tax(Incls Delivery) @ 0.00% $ -
��ttz.�hmen±e: Senal 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 $ 49,613.00
PLEASE READ-THIS ORDER WMEN DULV SIGNED IS NON-GANCELLABIE. TNIS AGREEMENT INCLUOES THE PROVISIONS ON THE REVERSE SIDE
OF THIS AGREEMENT. THE RESVONSIBILITYFOR CWMING SALES TA%E%EMPTION SHALL BE UPON BUYER THIS AGREEMENT SHALL NOT BE
VALI�UNLESS ACCEPTED AT TNE E%ECUi1VE OFFIGES OF SELLER IN AURORA,COLORADO BY A DULY AUTHORRED OFFIGER OF SELLER.
TERMS: BUVER AGREES TO PAV THE SELLER AT ITS PLACE OF BUSINESS IN AUROFA,COLORADO FOR THE GOODS AT THE PRICES SHOWN ABOVE.
BUVER REOUESTS TME FOLLOWING TERMS,SU&IECT TO APPROVAI BV�SELLER'S CREDIT DEPARTMENT.
Cz;h^^ Defvery ❑ Cash on Invoice 0 Cash with Order ❑ Other❑
3UYER'c�E�UcS-FOR INSTALLMENT TERMS: (Signed UCC-7 Required)
Buyer recues's Seller extentl credit to Buyer for the unpaid cash balance sale price payable as follows:
Payments of inUuding finance charge for tull tertn. Firel payment tlue
In the event Seller agrees to eMend the requested credit Buyer promises[o ezecute a Note and Secunty Agreement wntaining the instalimen�terms
i�c'uC!.^.3��fPrest as set out in the Note and Secunty Agreement submitted to[he Buyer by the Seller antl execute one or more Financing SlatemenLS.
Appreval o`this requested cretlit shall be indicated by the Seller submitling to Buyer the Note and Securiry Agreement.
NOTE INTEREST RATE TO BE °h PER ANNUM; Plus applicable documentation fees.
WARRANTY EXTEN ❑' NEW MACHINE WARRANN ❑ USED CAT DEALER CERTIFIED
BY SELLER: O NEW VALUE ASSURANCE ❑ NO WARRANN EXPRESS OR IMPLIED,"AS IS,WHERE IS"
❑ Other: 3yr I 3000hr whichever occurs first Powertrain Warranty
BILL OF SALE FOR TRADE IN FROM BUYER If,as parl of�his Vensection,the 9uyer pmvitlas eny VeEe-iq then Ihe bllowing epplies. For velue receiveq iha '
. _°,clns,sells,S'en!s antl conveys to ihe Seller,all right,tiUe entl interest in Ne equipmen�tlescribetl'm the TreEe-In Desuiption above. Buyer mvenanb with�he Seller iM1at the
i_.. . ;a�Mc'owner of such equipman[lhe�ihe equipment is free from all enwmbrances,except as specifically a�a�ed Delow;ihat ihe Buyer holds good right,title erW interest
to`se�i such equipment,anG that the Buyer werrants antl will tlefend at its own erpense against any Gaims enC Gemantls of eny olher perwn or entiry to any right,title or interest in suCi
eQuipment. Buyer egrees lo reimburse the Seller for all e�enus incurtetl in varirying antl obtaining clear title on eny ireEe-in.
Amount of encumbrance � Payable to:
This Ag2ement is contingent upon and subject fo acceptance by Seller,which shall be acknow/etlgetl by ifs authonzed iep2sentativeS signaNre be/ow.
BUVER'S SIGNATURE BELOW ACKNOWLEDGES ACCEPTANCE OF ALL 7ERMS AND CONDITIONS OF THIS AGREEMEN7,INCLUOING 7HOSE ON THE
REVERSE SIDE OF 7HIS AGREEMENT. PLEASE READ BOTH SIDES OF THIS AGREEMENT CAREFULLY BEFORE SIGNING. .
BUYERS SIGNATURE Date: OFFICIAL TITLE
Accea<.anc=Recommended by Accepted: WAGNER EQUIPMENT CO.,SELLER,18000 SMITH
ROAD,AURORA,COLORADO
Salesman Miller /� BY�
�C I?2D I20I19 sak 13 aix Conlnct P9.1 11 M11/2 01 9 11 11 MI �
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PART I—SALES AGREEMENT—ADDITIONAL 1'ERMS AND CONDITIONS(Colorado)
1. As used in Wis Agreemenl,ihe lertns(a)"Seller"shall mean Wagner F.quipment Co.,(b)"Buyer"shall mean ihe pariy executing�hie Agreemenl as such on Ne
(ace hereof,(c)"Goods"shall mean Ihe machinery and/or equipment listcd on the face haeof which are ihe subjec[matter of�hie Agreaneny and(d)
"Manufachvcr'shall mean Ihe cntity that manufactured lhc Goods,it being undaslood and agrced by Buyer that Seller is nol the manufaclura and is in m
rcvpcct the agent of Manufaclurer,and�ha[Seller and Buya are the sole partics to this A�eement.
.. 'vlanufaclurer rcvcrvcs the righl to changc ihe price lo Seller of any new Goods without notice. In the evenl Ihe price lo Seller of new Goods of the type ordered
;;c.e�.vtder is changed by ManufacNrer prior to delivay to Buyer,Sclla r�ervw Ne right to cLange lhe price of�he Gooda to Buyer acmrdingly. Buyer agreee
tu pay thc changed price and agrccs tl�al�his Agreemc+�t shall be consW ed ac if Ihe changed price wae originally inser[ed herein. All amounLV spec�ed in this
Agreemenl shall be due and payablc in full al the time of delivery.
3. ManufacW rer reservcs Ne righl lo change thc specificalions of any new Cmods without mtice and without obligation lo make the same or simdar change[o any
Goodv prcviously purchased by or shippeel to Seller or being manufacWred or sold in accordance with Seller's orders. In the event af any change by
ManufacWreq SeOer ahall have no obligation to Auycr to make�he same or aimilar change[o any Goods cwered by lhis Agrceme�t,either before or afier
dclivery thtteof to Nuycr.
4. Seller shall ml be liable for(ailum lo deliver or for any delay in delivering the Goods where such failure is due,in whole or in parf,to any cause beyond�he
control o(or withoul the fault or negligence of Scller. �
5. 1'he price of the Goode does mt include sales or use tazes unlevs expressly ao a�atcd. Buyer assum�and agrees lo pay,mless prohibited by law,any euch sales
and use taxcs iinposed on or applicable lu Ne transaclion cwered by�his Agreemenl.
6. NLINUFACI'URF.R'S WARRANTY: FOR C7EW GOODS SUBJECT TO A MANUFACTURER'S WARRANTY,THE MANUFACTURER'S
WARRAN'I'Y SHALL BE T[dE ONLY WARRANTY APPLICABLE TO TI9E GOODS. SELLER HEREBY DISCLAIMS ALL WARRANT[ES,
EITHER EXVRF,SS OR IMPLIEll,INCLUDING ANY IMPLIED WARRAhTY OF MERCHAIVTABILITY OR FI'CNESS FOR A PARTICULAR
PURI'OSE.
7. USED GOOUS WHEfHER OR NOT SU&IECT TO MANUFACTURER'S WARRAC7TY: UNLESS A SEPARATE WRITTEN INSTRUMENT
tiI-iOW1.1`G TI{E 1'ERMS OF ANY WARRAIYTY OR SERVICE CONTRACT IS F[JRNISHED BY SELLER TO BUYER,USED GOODS ARE ,
SOLD"AS IS"WITH NO EXPRESS WARRANTY OR GUARANTEE. SELLER HERBY D[SCLAIMS ALL WARRANTIES,ETTHER EXPRESS �
OR IMYLIED,INCLUDING ANY IMPL[ED WARRAN"1'Y OF MERCHANTAHILITY OR FI1'NESS FOR A PARTICULAR PITRPOSE. �
B. BUYER SHAL6 NOT BE ENTII'LED TO RECOVER FROM SELLER ANY WNSEQUED77'L4I,DAMAGES,DAMAGES TO PROPERTY, '
DAhU1GES FOR LOSS OF USE,LOSS OF TIMN;,LOSS OF PROF[TS,OR INCOME,OR ANY 07'HER WCIDENTAL DAMAGES. �
9. Risk of loss passes lo Buyer: (a)when�he Goods am shipped to Buyer by cameq(i)if the camer is not requ'ved m deliver�he goods to a partiwlar destination,
�he risk of loss passes when lhe Croods are duly delivered In lhe cartier,but(ii)if lhe carziv is mqu'ved m deliver the Goods lo a panicular deslinatioq Ne riek of
� iess pass�s whrn Ihe Croods am duly tendered as to wable ihe 6uyer to�ake delivery,and(b)in all other cases,ihe risk of loss passes lo the Buyer on his receipl
of ihe Goods ar an lendtt of delivery m ihe Buyer by the Seller.
10. Unless otherwiae specified on�he Face hereof,all Croods sha0 be ahipped F.O.B.Aurora,Colorodo. DeGvery by the Selier�o a cartier shall be delivery to�he
Buyer. My claims for shoAagev in shipmrnt shall be made within fifleen QS)days afler receipt of sltipmenL
I1. Seles of EquipmenL "Notice is hereby givcn Ihat Wagner Fquipmcnt Co.(WEW)may assign ils righLV tu sell[hie equipmen[(and ta pwchasetradain
property,Sapplicable)described herein to Wagner Exclunge LLC." �
I2. The imalidily or wcnforceability of any term,phase,clause,paragraph,provision,sectioq article,resiriction,covenant,agreemrnt or o�her provision ofthie
Agreemenl shall in no way affecl�he validity and enforceabiliTy of any o�her term,phrase,ciausq paragraph,provisioq sectioq article,r�triction,cwenan[,
z�reemenl or o�her provision or any par[�hereof.
... L:i.=A3:eemrnl constiWta the entve ageement of the parties. No prwision of iLia Agreemrnt may be amended,modified,revoked,supplemented,waived or
othmvise changed excepl by a wrilla�insWmen�duly eacecuted by Seller and Buya. _
l4. If Buyer has requesled Seller lo prwide fmancing for�he transaction covered by ihis Agreemrn1,11tis Agreanen[is subjecl to fmal credit approval.
I5. 7Lis Agreemenl shall be consUUed in accordance wi�h Ihe laws of the State of Coloradq and any action in conneclion wi�h�his Agreemenl may be properly
bmughl,al the election of Secured Party,in Adams County,Cobrado.
PART II—PURCHASE MONEY SECURITY AGREEMENT �
L Grent of Security InteresL Buyer,as Debtor,grants to 1he Selley az Secured Party,a security inteRSt in ihe Gmds sold,including all accecsions,paAS,
acecssories and atlachmenls lhaelo,and all proceeds Ihereof,in orda lo secure the paymart and pecFmmance o(ihe puee obligation of ihe Duyer as sel oul in ,
Part I of ihis Agreema��(Salv4 Agreemenl). Buyer hereby irtevocably aufhorizes fhe Seller at any[ime to file a fmancing s�atanent to perfecl�he Seller's
swurily interat.
2. Colla�eral. The property serving as mllataal and subject to this security intcest is Ihe Goods ihat have been sold,including alI accessions,pans,accessoriw
z�d a��acLmenLS�hereto,which are desQibed in Part 1 of�Itis Agreanent(Sales Agreemrnt).
.. Obliga�ian Secured. This Agrccmrnt ssurts Ihe Buya's paymrnt oP�he price ofNe Goods pu�clused,as sel wt in Part I ofNis Agreemrn[(Salea
A�eemem).
4. CovenaNS. Buyer will keep Ihe collaleral free al all t'unes @om any o�her claims,liens,security intaesLV and rncumbances,and will mt,wilhou[Ihe prior
written consen�of ihe Seller,sell,trarefer or Icase any of�he coliateral. Buyer will keep the collataal in good condilion and will protecl i�6om loss,damage m '
daerioralion(rom any cause. Buyer has and will main�ain al a0limes with�pect lo ihe colla�eral,insurmce wder an"al]risk"poficy,ronlaining an accepGble
� loss payable endorsemvLL in favor of�he Seller.
5. DefaulL The following shall constitule an wrnt of default under this AgreemenL(i)any failure to pay when due any obGgalion secured by Ihis Agreemenl(u)
�v:zi:�se to perForm or obsave(ully and in a satisfaclory manner,any tam of�tis Agreanart;(ui)any loss,�hdl,substantial damage or deswction lo�he
coliateral;or(iv)a proceeding under any ban}auptcy,reorgani�atioq arrangemrnt of deb�,insolvency,readjustment of debt or receivership law or s�aWte is filed
against the Buyeq or ihe Buyer makes an assignmenl for ihe ben�t ot creditors.
6. Remedia. Time is of[he essaice. In�he evart of default,the Seller shall have fhe righl lo declare�he enlire indebtednecs secured by[his Agreanenl
immediately due and payable In the wwt of default or accelaa[ion,�he Seller shall luve and may eeemise any one or more of�he following rightv and
remedies,uhich are cumulalive and may be ezercised in any orda: (i)all rights and remedies upon deFaul�,in foreclosure or olherwisy available to secureA
� parlies under�he prwisions of ihe Unifolm Commercial Code as adop[ed in the S�ate of Colmadq u ama�ded,revised or replaced fram time to limq and o�ha
applicable law;(ii)instiWte legal proceedings to foreclose upon�he securily interesl,lo recoverjudgmen[for all amounts�hen due and owing,and to collect ihe .
=:xe ou!of Ihe procceds of any sale of�he collaleral;(ui)instiwle legal proccedin�Cor the sale of any or a0 of the coliateral;(iv)personally or by agrnts,arter
cpes a^.}'premises and take pwsession of the collateral,and withoul being responsibk(or loss or damage lo such collaleral,hold,sell or dispose of Ihe collalaal
al one or more public or private sales,at places and t'vnes and on[mns and conditions az the Sella may deem fiL Buyer also agees to coopente wi�h Ihe Seller
in i�s righl lo Uke possession of rhe collataal,including but no[limited to,m obGgation lo assanble�he collalerel and make it available lo ihe$ella al any place
which is reasonably convenirnl to ihe Seller. - ,
7. Olher Provisions. (i)Buycagrees tn pay all cosLC inewred by the Seller,including reasmuble ammeys fees,m eo0eelmg any amounLSbwmg lo�he Sellc or '
otherwise enforcing Ihis Agreemrnl (ii)The indebtednas,and any other amounts owing wder this Ag�eement ihat are nol paid when due slull acerue intttest at
the nte of 21°o pa annum wtil paid. (iii)This Ag�eemart slull be gwemed and by and interpreted in accordance with�he laws of�he Slale of Colondo.(iv)
9uyer agrea�hat venue for any aclion Mought under�his Agreemait shall be propaly in any local,stale or fcAaal court located in Adams Cowty,Colorado.
�b
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