Contract - CR&R & CMD - 2006-11-08BILL OF SALE
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, the Costa Mesa Sanitary District ( "Transferor"), hereby transfers, conveys and
assigns to CR &R ( "Transferee "), its successors and assigns, all of Transferor's right, title and
interest in and to those certain items of personal property described in "Exhibit "A," attached
hereto and incorporated herein ( "Transferred Property ").
1. Transferor warrants and represents that Transferor is the sole owner of the
Transferred Property and that the Transferred Property is free and clear of all liens,
encumbrances, security interest and any claims to title.
2. This Bill of Sale may be relied upon as conclusive proof that each and all of the
Transferred Property has been transferred to Transferee.
3. This Bill of Sale has been prepared, negotiated and executed, and shall be
construed in accordance with, the laws of the State of California.
4. Any action or proceeding relating to or arising out of this Bill of Sale shall be filed,
if a state action, in the Superior Court of the State of California for the County of Orange, or if a
federal action, in the United States District Court for the Central District of California.
5. Except as may be otherwise provided in this Bill of Sale, Transferor and
Transferee acknowledge and agree that this is a non - warranty Bill of Sale and that Buyer is
purchasing the Transferred Property without any warranties, whether express or implied, and
whether pursuant to the California Uniform Commercial Code, or otherwise. To the extent any
warranties would apply to the Transferred property of this transaction, Transferor unconditionally
waives, and Seller disclaims, any such warranties.
Transferee further expressly acknowledges that Transferee is purchasing the
Transferred Property in an "As Is," "Where Is" condition, with all its faults. Transferee has
inspected the Transferred Property and is satisfied that the Transferred Property is completely
as described in Exhibit "A" and is in good condition. Transferor makes no representation
Page 1 of 3
5
concerning the value of the Transferred Property.
Transferor does not warrant the merchantability of the Transferred Property or whether it
is fit for any particular purpose, or even if the Transferred Property is fit for the ordinary purpose
for which it is normally used, and Transferee specifically waives any implied warranty of
merchantability of the Transferred Property or warranty that the Transferred Property is fit for
any particular purpose or the purpose for which it is normally used.
Notwithstanding the above, Transferor will transfer any warranties that it owns to the
containers described herein to Transferee.
6. If Transferor breaches its warranty of title, Transferee's sole and exclusive
remedy shall be limited to the recovery of an amount equal to the fair market value of the
Transferred Property as of the date hereof and, in no event, shall Transferee be entitled to
consequential, exemplary or punitive damages of any kind or nature whatsoever.
IN WITNESS WHEREOF, Transferor and Transferee have executed this Bill of Sale as
of �eyr.,,�w g �DO
TRANSFEF CR-
J s M. ler..rym n, :Pre.sid .nt
Cos Mesa-Sanitary District
T FERE
Jo ce M. Amato, Chief Financial Officer
CR&R Incorporated
Page 2 of 3
*Approximate Quantity does not account for containers which were lost or destroyed.
Page 3 of 3
Costa Mesa Sanitary District
Trash Containers Bill of Sale
Exhibit A
Dollar
Approximate
Amount
Quantity*
FY 01 -02 Original purchase
under lease agreement $2,193,009.71
44,081
FY 02 -03 Purchases
98,349.94
1,515
FY 03 -04 Purchases
22,015.31
807
FY 04 -05 Purchases
61,618.03
1,059
FY 05 -06 Purchases
20,906.19
356
Totals
$2,395,899.18
47.678
*Approximate Quantity does not account for containers which were lost or destroyed.
Page 3 of 3