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Contract - CR&R & Costa Mesa Disposal - 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