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HomeMy WebLinkAboutAttachment E, Exhibit 1, O - SOCCCD-City Bill of SaleEXHIBIT 0 SOCCCD -City Bill of Sale 5764-44062 \ AP B 3 60 VA G R M l \ 1136768.6 5/1/13 BILL OF SALE FROM SOCCCD TO CITY FOR FORMER MILITARY PERSONAL PROPERTY LOCATED AT THE FORMER MARINE CORPS AIR STATION, TUSTIN (Pursuant to City- SOCCCD Land Exchange Agreement) This Bill of Sale is made this . day of , 20 by and between the CITY OF TUSTIN ( "City"), a municipal corporation organized under the laws of the State of California, and the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT ( "SOCCCD "). RECITALS A. City requested from the United States of America (the "Government ") conveyance of a portion of the former Marine Corps Air Station Tustin, ( "MCAS Tustin ") which was closed pursuant to and in accordance with the Defense Base Closure and Realignment Act of 1990, as amended (Pub. L No. 101 -510; "Base Closure Act ") and which is no longer required for military purposes; B. The Government and City entered into that certain Agreement between the United States of America and the City of Tustin, California, for the Conveyance of a Portion of the Former Marine Corps Air Station Tustin, dated May 13, 2002 as amended by "Modification One (1)" dated April 10 2006, "Modification Two (2)" dated July 31, 2006 and "Modification Three (3)" dated December 19, 2011 (as so amended and modified, the "Navy -City Conveyance Agreement ") which sets forth the terms and conditions of the conveyance of portions of MCAS Tustin from the Government to City; C. City and SOCCCD entered into that certain Agreement between the City of Tustin and the South Orange County Community Collect District for the Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus, dated April 22, 2004, (the "City- SOCCCD Conveyance Agreement") setting forth the terms and conditions of the conveyance of a portion of the City Property from City to SOCCCD; D. Pursuant to the Navy -City Conveyance Agreement, the Government conveyed by quitclaim deed ( "Government Deed ") certain real property at the Marine Corps Air Station, Tustin ( "City Property") to City; E. In accordance with the City - SOCCCD Conveyance Agreement, City conveyed, a portion of the City Property (the "SOCCCD Property") to SOCCCD, and conveyed certain personal property appurtenant to the SOCCCD Property to SOCCCD by a bill of sale; F. Subsequently, City and SOCCCD entered into that certain Development 5764 -44062 \I 116142.6 I28 /II Agreement and Amended and Restated Agreement between the City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus dated , 20 , and recorded in the Official Records of the County Recorder of Orange County, California, on , 20 as Instrument No. (the "Development Agreement "), which, among other things, amends and restates the City - SOCCCD Conveyance Agreement in its entirety; G. City and SOCCCD have entered into that certain Agreement for the Exchange of Real Property dated , 20 . (the "Land Exchange Agreement "), pursuant to which SOCCCD has agreed to convey to City certain portions of the City Property (the " SOCCCD Exchange Parcels ") in exchange for the conveyance by SOCCCD to City of certain portions of SOCCCD Property; and H. Pursuant to the Land Exchange Agreement, the SOCCCD will also transfer to City, under a bill of sale, all tangible personal property owned by SOCCCD that is located on and used in connection with the SOCCCD Exchange Parcels (the "Personal Property"). MUTUAL UNDERSTANDINGS NOW, THEREFORE, in consideration of the foregoing recitals and other consideration set forth herein, it is mutually agreed as follows: I. Transfer. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SOCCCD hereby grants, releases, quitclaims and transfers to City all of its right, title and ownership of the Personal Property. Notwithstanding anything to the contrary herein, the Personal Property does not include and SOCCCD does not hereby transfer any office furniture, laboratory equipment, computers, servers or other furniture, fixtures and equipment used for educational purposes that is located on the SOCCCD Exchange Parcels. 2. Former Military Property; No Warranty. The Personal Property sold under this Bill of Sale was acquired by SOCCCD from City. City hereby understands and acknowledges that the SOCCCD has no knowledge and makes no representations as the Personal Property's fitness, adequacy or safety for any particular purpose. The Personal Property is delivered to City "as is," "where is," and SOCCCD makes no warranty of any kind, and particularly no warranty as to its usability generally or as to its fitness or safety for any particular purpose. 3. Indemnification. SOCCCD shall not be responsible, and City agrees that it shall be responsible for and at all times relieve, indemnify, protect, defend and hold harmless SOCCCD and all of its officers, agents and employees from any and all claims and demands, actions, proceedings, losses, liens, costs and judgments of any kind and nature whatsoever, including expenses incurred in defending against legal actions, for death or injury to persons or damage to property and for civil fines and penalties arising or growing out of, or in any manner connected with, the ownership, use, operation, maintenance, storage, sale or lease by City of any Personal Property transferred under this Bill of Sale except to the extent such death or 5764 - 44062 \1116142.6 I/28/I3 injury to persons or damage to property is caused by the activities of SOCCCD, its officers, agents and employees related to the use, operation, maintenance, storage, sale or lease of any such Personal Property. IN WITNESS WHEREOF, the parties hereto have, on the respective dates set forth below, duly executed this contract. SOUTH ORANGE COUNTY CITY OF TUSTIN COMMUNITY COLLEGE DISTRICT By: By: Name: Gary L. Poertner Name: Jeffrey C. Parker Title: Chancellor Title: City Manager Date: Date: 5764 -44062 \1116142.6 1/28/13