HomeMy WebLinkAboutAttachment E, Exhibit 1, Y - City-SOCCCD Bill of SaleEXHIBIT Y
City- SOCCCD Bill of Sale
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5/1/13
BILL OF SALE
FROM CITY TO SOCCCD
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 , 2013 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 (hereinafter 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 College 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;
F. Subsequently, City and SOCCCD entered into that certain Development
Agreement and Amended and Restated Agreement between the City of Tustin and the South
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Orange County Community College District for Conveyance of a Portion of MCAS, Tustin and
the Establishment of an Advanced Technology Educational Campus dated , 2013, and
recorded in the Official Records of the County Recorder of Orange County, California, on
, 2013 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 , 2013 (the "Land Exchange Agreement "), pursuant to which City
has agreed to convey to SOCCCD by Quitclaim Deed (the "City- SOCCCD Quitclaim Deed ")
certain portions of the City Property (the "City Exchange Property") in exchange for the
conveyance by SOCCCD to City of certain portions of SOCCCD Property; and
IT. Pursuant to the Land Exchange Agreement, City will also transfer to SOCCCD,
under a bill of sale all tangible personal property owned by City and located on and used in
connection with the City Exchange Property (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:
1. Transfer. For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, City hereby grants, releases, quitclaims and transfers title and
ownership of the Personal Property to SOCCCD.
2. Conditions. The transfer of the Personal Property hereby shall be subject to all of the
conditions, covenants, restrictions and other terms of Section 3 of the City - SOCCCD Quitclaim
Deed recorded in connection with the Land Exchange Agreement, all of which are incorporated
herein as if set forth in full.
3. Former Military Property; No Warranty. The Personal Property sold under this Bill of
Sale was acquired by City from the Navy by reason of the closure of the former Marine Corps
Air Station, Tustin. SOCCCD hereby understands and acknowledges that City has no
knowledge and makes no representations as to the Personal Property's fitness, adequacy or
safety for any particular purpose. The Personal Property is delivered to SOCCCD "as is,"
"where is," and City 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.
4. Indemnification. City shall not be responsible, and SOCCCD agrees that it shall be
responsible for and at all times relieve, indemnify, protect, defend and hold harmless City 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 SOCCCD of any
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Personal Property transferred under this Bill of Sale except to the extent such death or injury to
persons or damage to property is caused by the activities of City, 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.
CITY OF TUSTIN SOUTH ORANGE COUNTY
COMMUNITY COLLEGE DISTRICT
By: By:
Name: Jeffrey C. Parker Name: Gary L. Poertner
Title: City Manager Title: Chancellor
Date: Date.
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