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HomeMy WebLinkAboutC79-25 Purchase Agreement with Vail Associates for rodeo equipment4 0 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT is made and entered into this day of �� , 1979 by and between the COUNTY OF EAGLE, STATE OF COLORADO, a body corporate and politic, by and through its Board of County Commissioners, (hereinafter referred to as the "County") and VAIL ASSOCIATES, INC., a Colorado corporation (hereinafter referred to as r'VAI11) . i. W I T N E S S E T H WHEREAS, VAI is willing to sell to the County certain rodeo equipment described herein; and WHEREAS the County is desirous of purchasing said rodeo equipment for the use and benefit of the County of Eagle Fairgrounds; NOW, THEREFORE, for and in consideration of the mutual; covenants, conditions and promises contained herein, the parties hereto agree hereby as follows: 1. Equipment. In consideration of the payments, agreements and covenants hereinafter contained, to be made, performed, and carried out by the County, VAI hereby covenants and agrees to sell to the County the Powder River Rodeo equipment located at the Meadow Mountain rodeo arena, Dowd Junction (the "Equipment"), which Equipment is in the approximate amount set forth below: 4 bucking chutes 1 derigging chute 1 calf chute 2 12 -foot gates with bows 4 9 -foot gates with bows 1 32 -foot gate with bows - 2 3 -foot gates with bows 4 9 -foot gates with bows 2 3 -foot runway bows for alleyways 18 16 -foot panels 2 14 -foot panels 2 12 -foot panels 1 11 -foot panel 4 10 -foot panels 2 8 -foot panels 4 6 -foot panels 450 feet (approximately) of arena panels VAI represents that said equipment is solely owned by VAI and is free and clear of any and all encumbrances. The County hereby agrees that the fair market value of the Equipment is $14,000 and that by the County's purchase of the Equipment at the price set forth in Paragraph 2 hereof, VAI is making a contribution to the County of $6,000 in value. 2. Payment. The County, in consideration of the premises, hereby covenants and agrees to purchase said Equipment for the total purchase price of eight thousand dollars ($8,000.00), payable as follows: the sum of one thousand dollars ($1,000.00) shall be payable upon execution of this Agreement, and the balance of seven thousand dollars ($7,000.00) shall be payable by the execution of a promissory note due on or before October 1, 1980 in the form of Exhibit A, attached hereto and made a part hereof, from the County to the order of VAI. 3. Possession. The County shall have the right to possession of the Equipment on October 21, 1979. 4. Warranty. VAI makes no representations or warranties of any kind or nature herein, either express or implied, arising by law or otherwise, as to the condition, quantity or quality of the Equipment at the time of possession by the County. The County, by taking possession of the Equipment accepts said Equipment "as is, where is" and waives any and all rights and/or claims against VAI for any deficiency or defects in said Equipment which may subsequently arise. 5. Indemnification. The County agrees to indemnify and hold harmless VAI against any and all liability for -2- injuries to persons or damage to property caused by the County's negligent use of the Equipment. 6. Additional Conditions. a. Whenever any notice of payment is required under this Agreement to be made, given, or transmitted to the parties hereto, unless otherwise specified herein, such notice or payment shall be deemed to have been given upon the mailing of said notice or payment by depositing in the United States mail, postage prepaid, certified mail, return receipt requested, addressed to the parties at their respective addresses as shall appear herein or upon a change of address pursuant to this notice provision. b. All covenants, conditions and provisions in this Agreement shall extend to and bind the legal representatives, successors, and assigns of the respective parties hereto. C. This Agreement shall be construed under the laws of the State of Colorado. Any covenant, condition or provision herein contained that is held to be invalid by any court of competent jurisdiction shall be considered deleted from this Agreement, but such deletion shall in no way affect any other covenant, condition, or provision herein contained so long as such deletion does not materially prejudice VAI or the County in their respective rights and obligations contained in the valid covenants, conditions or provisions of this Agreement. d. All amendments to this Agreement shall be made in writing by mutual agreement of the parties and no oral amendments shall be of any force or effect whatever. -3- IN WITNESS WHEREOF, the undersigned have set their hands and seals the day and year first hereinabove set forth. ATTEST: c By: V6V4 .� 4 9yerk of the and oT County Commissioners ATTEST: "COUNTY" COUNTY OF EAGLE, STATE OF COLORADO By and Through its BOARD OF COUNTY COMMISSIONERS By Dan i lams, C airman ADDRESS: —Eagle CniintV P. 0_ Rnx 850 Fag1P_, Coln ado 81631 "VAI" VAIL ASSOCIATES, INC. ADDRESS: cretary P.O. Box 7 Vail, Colorado 81657 r; ACKNOWLEDGMENT STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The oregoing instrument was acknowledged before me this day o �•� r- 1979 by Dan Williams, Chairman, and as Clerk of the Board of County Comm stoners, g e C unty, Colorado. Witness my hand and official seal. My commission expires: 10-_27- g2- Notary Public -4- STATE OF COLORADO ss. COUNTY OF EAGLE The fgregoing instrument was acknowledged before me this 7'4-day of y 1979 by e e- as President and as Secretary of Vail Associates, Witness my hand and official seal. My commission expires: ary Pu is -5- (Attached Purchase of Eagle dated $7,000.00 EXHIBIT A to and forming part of Agreement between County and Vail Associates, Inc. PROMISSORY NOTE , 1979 Eagle County, Colorado FOR VALUE RECEIVED, the County of Eagle, State of Colorado, a body corporate and politic,.("Maker") promises to pay to the order of VAIL ASSOCIATES, INC., a Colorado corporation, whose address is P.O. Box 7, Vail, Colorado, 81657, or at such other address as may be designated in writing, the principal sum of $7,000.00. Maker shall be entitled to prepay this note in whole or in part without notice, penalty or premium. Any such prepayments shall be applied to principal payments due in inverse order of maturity. If this note is not paid when due or declared due hereunder, the principal shall bear interest at the rate of eighteen percent (18%) per year. If this note is in default and is placed into the hands of an attorney for collection, the Maker and any guarantor hereof agrees to pay all costs of collection, including reasonable attorney's fees. All parties hereto, whether as Maker, endorser, or otherwise, severally and jointly waive presentment for payment, demand, protest and notice of dishonor and assent to any extension of time with respect to any payment due under this note. EXEUCTED as of the day first above written. ATTEST: By: Clerk of the Board o County Commissioners DATE DUE: October 1, 1980. "MAKER" COUNTY OF EAGLE, STATE OF COLORADO By and Through its BOARD OF COUNTY COMMISSIONERS By: Dan Williams, Chairman PROMISSORY NOTE $7,000.00 , 1979 Eagle County, Colorado FOR VALUE RECEIVER, the County of Eagle, State of Colorado, a body corporate and politic, ("Maker") promises to pay to the order of VAIL ASSOCIATES, INC., a Colorado corporation, whose address is P.O. Box 7, Vail Colorado, 81657, or at such other address as may be designated in writing, the principal sum of $7,000.00. Maker shall be entitled to prepay this note in whole or in part without notice, penalty or premium. Any such prepayments shall be applied to principal 4 payments due in inverse order of maturity. If this note is not paid when due or declared due hereunder, the principal shall bear interest at the rate of eighteen percent (18%) per year. If this note is in default and is placed into the hands of an attorney for collection, the Maker and any guarantor hereof agrees to pay all costs of collection, including reasonable attorney's fees. All parties hereto, whether as Maker, endorser, or otherwise, severally and jointly waive presentment for payment, demand, protest and notice of dishonor and assent to any extension of time with respect to any payment due under this note. EXECUTED as of the day first above written. "MAKER" COUNTY OF EAGLE, STATE OF COLORADO By and Through its BOARD OF COUNTY COMMISSIONERS t ATTEST: By 4niiams,JChairman By*er4kof the Boa of ty Commissioners DATE DUE: October 1, 1980