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HomeMy WebLinkAbout[05b] Purchase Agreement, Fire Truck PURCHASE AGREEMENT THIS AGREEMENT made and entered into , 2011, by and among the City of St. Joseph, a Minnesota municipal corporation, ( "Seller "), and the City of El Rosa, a Minnesota municipal corporation, ( "Buyer "). In consideration of the mutual promises, representations, warranties and covenants hereinafter set forth, it is hereby agreed as follows: 1. The Purchase and Sale of Personal Property. Seller agrees to sell, transfer, convey and assign to Buyer, and Buyer agrees to purchase from Seller, free and clear from all liens or security interests, the following: A 1995 Freightliner Truck, VIN IFV6JLCB1SL701836, together with any applicable transferrable warranties, (the "Assets "). SELLER MAKES NO WARRANTIES REGARDING THE CONDITION OF THE ASSETS, other than that the vehicle will be in operable condition at the time of delivery. Nor does Seller make any warranties regarding the fitness of the Assets for a particular purpose. Buyer agrees that Buyer has inspected the Assets prior to executing this Agreement and has determined that the Assets are in acceptable condition and suitable for Buyer's intended use. 2. Purchase Price. Buyer agrees to pay to Seller Sixty Thousand and No /100 ($60,000.00) Dollars (the "Purchase Price "). Buyer shall pay to Seller Three Thousand ($3,000.00) as earnest money upon execution of this Agreement, with the remainder due and payable upon delivery by Seller. 3. Expenses. Buyer shall pay any and all costs of transferring and registering the assets, including, without limitation, any applicable sales tax and licensing fees. 4. Maintenance of the Assets. During the period from the date of Buyer's acceptance of this Agreement to the delivery date, Seller shall maintain the Assets in accordance with prudent, reasonable standards. Seller shall maintain appropriate insurance covering the Assets. In the event of damage to the Assets resulting in a total loss payable to the Seller by Seller's insurance, this Agreement shall be null and void, all earnest money shall be returned to the Buyer, and Seller shall be entitled to retain all of the proceeds from Seller's insurance. 5. Title to Assets and Absence of Encumbrances. The Seller now owns the Assets free and clear of all liens and encumbrances, and has the unqualified right to transfer the Assets to Buyer with no additional consent required. 6. Conditions Precedent to Obligations of Seller. Seller will have received delivery of a new pumper truck in replacement of the Assets and shall have inspected and accepted said truck. Delivery to Buyer shall take place within 30 days of Seller's receipt of the new pumper truck. 1 5:2 7. Seller's Deliveries at Closing. On the Closing Date, Seller shall deliver to Buyer the duly executed documents of transfer and assignment required to transfer title to the Assets to the Buyer, including without limitation a Bill of Sale in the form attached hereto as Exhibit "A" ( "Bill of Sale "), and a Vehicle Registration Title endorsed to the Buyer. 8. Buyer's Deliveries at Closing. On the Closing Date, Buyer shall deliver to the Seller the remaining purchase price. 9. Governing Law. This Agreement shall be subject to and shall be construed under the laws of the State of Minnesota. 10. Severability. If any portion of this Agreement is judicially determined invalid, that invalidity shall not affect the remaining portions of this Agreement. 11. Waiver. Any parties' failure to insist on compliance or enforcement of any provision of this Agreement shall not affect its validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision of this Agreement. 12. Notices. Any notice given under this Agreement shall be in writing and sent, by prepaid registered mail, to the respective party at such party's address. 13. Headings. The headings in this Agreement are inserted for convenience only and are not part of the Agreement. 14. Delay; Partial Exercise. Except as otherwise expressly provided herein, no failure or delay by any party in exercising any right, power or privilege under this Agreement or under any other agreement to be delivered pursuant to this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 15. Entire Agreement. This Agreement, its attachments and exhibits sets forth the entire understanding of the parties with respect to the subject matter covered hereby and supersedes all prior Agreements, and may be amended or altered only by a writing signed by all parties to this Agreement. 16. Assignment. This Agreement shall be binding on, and shall inure to the benefit of the parties, and their respective heirs, devisees, legal representatives, successors and assigns. Seller may not assign its rights and obligations under this Agreement without the consent of Buyer. Buyer may assign his rights and obligations under this Agreement without the consent of Seller to any entity which Buyer has a majority ownership interest. [SIGNATURE PAGE TO FOLLOW] 2 5:3 IN WITNESS WHEREOF, the panes hereto have ace:ated this Agreement a3 of t day and year first aflovvewrttten. SELLER: BUYER CITY OF ST. JOSEPH qTY OF EL ROSA Its Mayor Its syor ATTEST: By: By—k1 U. Itsaty Adnnnstrstor • ttsaty Administrator 3 5:4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. SELLER: BUYER: CITY OF ST. JOSEPH CITY OF EL ROSA By: By: Its Mayor Its Mayor ATTEST: By: By: Its City Administrator Its City Administrator 3 5:5 EXHIBIT A BILL OF SALE FOR VALUABLE CONSIDERATION, Seller, hereby sells and conveys Buyer the following property: A 1995 Freightliner Truck, VIN 1FV6JLCB1SL701836, together with any applicable transferrable warranties, (the "Assets "). Seller represents that Seller is the owner of the personal property described above, that the personal property is free from all encumbrances and that Seller has the right to sell and convey the personal property to Buyer. Seller agrees to warrant and defend the title of the personal property to Buyer against any and all person(s) who claim title to the personal property described above. This Bill of Sale shall bind the Seller and benefit the Buyer and their successors and assigns. Date: , 2011. City of St. Joseph, Seller Attest: By By Its Mayor Its City Administrator STATE OF MINNESOTA ) )ss. COUNTY OF STEARNS ) The foregoing instrument was acknowledged before me on the day of 2011, by and , the Mayor and City Administrator of the City of St. Joseph, Seller. Notary Public RECEIPT On behalf of the City of El Rosa, I hereby acknowledge receipt of the property described in the foregoing instrument dated the day of , 2011. 4 5:6 THIS PAGE INTENTIONALLY LEFT BLANK 5:7