Exhibit 10.2
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS, that effective as of April 17th, 2009, VENTURE METALS, LLC, a Florida limited liability company ("Transferor"), in consideration of the covenants, agreements, terms and provisions contained in the Lease Agreement, effective as of February 11, 2009 (the "Fixed Asset Lease"), by and between INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation ("Transferee") and Transferor, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, sell, assign, convey, transfer and deliver unto Transferee, free and clear of all claims, charges, liens, contracts, rights, options, security interests, mortgages, encumbrances and restrictions whatsoever, all of the fixed assets described on Schedule 1 (the "Fixed Assets").
TO HAVE AND TO HOLD all and singular said assets unto Transferee, its successors and assigns, to its own use and benefit forever.
This Bill of Sale is subject in all respects to the terms of the Fixed Asset Lease, and all of the representations, warranties, covenants, and agreements contained in the Fixed Asset Lease, all of which shall survive the execution and delivery of this Bill of Sale in accordance with the terms of the Fixed Asset Lease. The Transferor represents, warrants and covenants with Transferee that it is the true and lawful owner of the Fixed Assets and has a good and perfect right to transfer good and marketable title thereto.
This Bill of Sale and the rights and obligations of the Transferee and Transferor hereunder shall be construed in accordance with and governed by the laws of the Commonwealth of Kentucky, without giving effect to the conflict of law principles thereof.
[Signature Page Follows]
Transferor has executed this Bill of Sale as of the date first above written
"Transferor" |
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VENTURE METALS, LLC, a Florida limited liability company |
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By: | /s/ Steve Jones |
Title: | Managing Member |
Schedule 1
List of Fixed Assets
Fixed Assets Venture Metals LLC | | | |
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Description | Asset Number | Location | Explanation |
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Equipment | | | |
Crane for Mississippi location | E 2003 | MS | Crane |
Crane | E 1003 | KY | Equipment to move material |
Crane #2 (includes freight in) | E 1005 | KY | Equipment to move material |
Crane - Liebherr Model A922 | E 1018 | KY | Equipment to move material |
Loader | E 1004 | KY | Equipment to move material |
Scale | E 1010 | KY | Scale to weigh material |
Rad Comm System | E 1007 | KY | Equipment to detect radiation |
Mack Truck w/dumper | E 2004 | MS | yard truck only - not used on road |
Forklift | E 1013 | KY | Equipment to move material |
Bobcat | E 1012 | KY | move product and sweep in yard |
Mac Truck and roll off box | E 1006 | KY | Equipment to move material |
Forklift (used) | E 2006 | MS | Equipment to move material |
Raditation Detector Steel Frame | E 1014 | KY | Steel frame on large scale |
Broom structure | E 1016 | KY | attachment for front of Bobcat |
Scale | E 1011 | KY | Scale to weigh material |
Rad Comm System | E 2001 | MS | Equipment to detect radiation |
Rad Comm System | E 1001 | KY | Equipment to detect radiation |
Power Washer | E 1009 | KY | Clean Equipment |
Scale | E 2005 | MS | yard scale for Mississippi/replace broken one |
Scale | E 1002 | KY | Scale to weigh material |
Golf Cart | E 1008 | KY | In yard transportation |
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Capital Leases | | | |
Forklift-8FGU32/New | CL 1003 | KY | Equipment to move material |
Forklift-7FGU30/New | CL 1001 | KY | Equipment to move material |
Forklift-6FGU30/Used | CL 1002 | KY | Equipment to move material |
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Furniture & Fixtures | | | |
Metorex | FF 1004 | KY | Equipment to id material |
Metorex | FF 1003 | KY | Equipment to id material |
Thermo Niton Analyzer | FF 2002 | MS | Equipment to id material |
Thermo Niton Analyzer | FF 1019 | KY | Equipment to id material |
Steel Loading ramp | FF 2003 | MS | to unload material |
Security system for property | FF 1013 | KY | Security cameras, video recorder |
Security system upgrade | FF 1022 | KY | additional cameras/monitor |
computer software upgrade | FF 1011 | KY | Quickbooks |
Computer/Server | FF 1005 | KY | Server, laptop comp |
Computers (2) | FF 1001 | KY | computer, monitor, printer |
2 Fireproof file cabinets | FF 1023 | KY | storage of confidential information |
Office Furniture | FF 1007 | KY | Desks, misc office furniture |
Telephone system | FF 1017 | KY | system for new office |
Storage container | FF 1015 | KY | outside storage |
Security system for property | FF 1014 | KY | additional cameras/video |
Lockers for workers | FF 1024 | KY | lockers for personal item storage |
Computers | FF 1009 | KY | laptop comp x2 |
Dining Table and Chairs | FF 1021 | KY | marble dining table and chairs for kitchen area |
Computer equipment | FF 1020 | KY | laptop etc. for Steve Jones |
Refrigerator | FF 1016 | KY | Office refrigerator |
Computers | FF 1002 | KY | computer, monitor |
Office Furniture | FF 1008 | KY | Desks |
Computers | FF 2001 | MS | desktop computers |
Computers | FF 1010 | KY | desktop computers |
Computer/Server | FF 1006 | KY | Addl computer equip |
Dell OptiPlex Computer | FF 1018 | KY | desktop computer |
Printer | FF 1012 | KY | Printer |
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Leasehold Improvements | | | |
Storage fencing | LH 1021 | KY | protective fencing in cutting/storage area |
Asphalt | LH 1003 | KY | increase square footage |
Awning for building | LH 1024 | KY | metal awning for rear of building |
Asphalt | LH 1002 | KY | |
Paving in yard | LH 1019 | KY | additional paving in yard |
Main building renovations | LH 1020 | KY | numerous renovations to both floor levels |
Fence | LH 1001 | KY | |
Electrical installation | LH 1014 | KY | supply power to rear storage, pump, gates |
Concrete Blocks | LH 1005 | KY | |
Chain link fence | LH 1017 | KY | new fencing for 3511 Campground Rd |
6' Wooden privacy fence | LH 1018 | KY | 3409 Campground - along entry way |
4 Overhead doors | LH 1016 | KY | wiring and replacement of 4 doors in warehouse |
Gate for fence | LH 1015 | KY | 7' cantilever slide gate w/keyless entry pad |
Office renovations | LH 1023 | KY | additional roof work |
Electrical upgrades | LH 1022 | KY | electrical upgrades/renovations for office |
Electrical installation | LH 1012 | KY | additional wiring for warehouse/burning |
Concrete Blocks | LH 1010 | KY | |
Concrete Blocks | LH 1006 | KY | |
Fence addition | LH 1004 | KY | |
Concrete Blocks | LH 1013 | KY | additional blocks plus freight |
Deck | LH 1007 | KY | wooden deck attached to building |
Electrical installation | LH 1009 | KY | additional wiring for warehouse |
Concrete Blocks | LH 1008 | KY | additional blocks |
Concrete Blocks | LH 1011 | KY | |