HomeMy WebLinkAboutMidAmerican Energy Company-7/11/2011AGREEMENT AND BILL OF SALE
On this I l A day of -3;4� , 2011, MidAmerican Energy Company ("Seller"), in
consideration of the mutual covenants and agreements of the parties set forth herein, hereby grants, sells,
transfers and delivers to the City of Waterloo, Iowa ("Buyer") the property ("Property") described below.
DESCRIPTION OF PROPERTY:
Used equipment for compressing natural gas and injecting it into vehicles.
Buyer is receiving title to the Property described above in reliance upon its personal inspection and
knowledge of the Property and in an "AS IS, WHERE IS, WITH ALL FAULTS" condition.
Buyer acknowledges that Seller MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND,
EXPRESS OR IMPLIED (INCLUDING NO WARRANTY OF MERCHANTABILITY OR OF
FITNESS FOR ANY PARTICULAR PURPOSE). SELLER HAS AGREED TO TRANSFER TITLE
AND BUYER UNDERSTANDS THE PROPERTY IS CONVEYED AS IS, WITH ALL FAULTS,
EXCEPT THAT SELLER DOES HEREBY COVENANT TO WARRANT TITLE AND DEFEND SAID
PROPERTY AGAINST LAWFUL CLAIMS OF TITLE TO SAID PROPERTY AT THE TIME OF ITS
TRANSFER TO BUYER.
Tender of delivery and receipt of the Property shall be at the address where the Property is located or other
location designed by Seller. Title to this Property shall pass at the time of tender of delivery and receipt.
Buyer will pay applicable income tax, sales tax and license fees, if any, to the appropriate entity having
jurisdiction. Buyer hereby agrees to indemnify and hold harmless MidAmerican Energy Company, its
parent, subsidiary and affiliated companies and its and their agents, officers, directors and employees
(hereinafter "MidAmerican") from and against any and all claims, suits, actions, costs, expenses, damages
and liabilities, (including attorney fees, legal expense and incidental and consequential damages) arising
out of or connected with the work done at the time of tender and/or use or condition, (including defects,
whether or not discoverable by either party) transportation, tender of delivery and/or receipt, whether or not
due in whole or in part to any act, omission or negligence of MidAmerican.
Buyer intends to use the Property to fuel its own vehicle fleet. In addition, Buyer may, from time to time
use the Property to fuel compressed natural gas vehicles manufactured by Wayne Engineering Inc.
("Wayne") for transport to other destinations. Buyer shall not use the Property for any other purpose as
Buyer is not, and does not intend to be, a natural gas public utility. Buyer may require Wayne Engineering
Inc. to provide reimbursement to Buyer for the reasonable value of employee time and for the cost of the
natural gas fuel injected into Wayne's vehicles, but Buyer may not charge Wayne a profit for the fuel.
Further, nothing herein shall restrict Buyer's right or ability to develop methane fuel sources to fuel its
vehicle fleet or to use the Property for such purposes, if technically feasible.
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Seller:
MidAmerican Energy Company
666 Grand Avenue
P.O. Box 657 Address: %i3/Mulberry Street
Des Moines, IA 50303
Buyer: �� ��--
City of Waterloo, Iowa "C.If YllcS 61.(14:k_
Name Printed
By:
Title: v�ta. ?YQSj �LAf 1 beI i Very
aterloo, IAA50
By:��/
Signature
Title:
*****RECEIPT FOR SALE OF PROPERTY******
The undersigned does hereby acknowledge receipt and assents to oming the owner of the above
described Property.
Bu
Date: v I l t
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Signature