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HomeMy WebLinkAboutHuntington Beach City School District - 2020-09-09 r /IP/NoVED 6- o- 1 City of Huntington Beach File #: 20-1875 MEETING DATE: 9/21/2020 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Oliver Chi, City Manager PREPARED BY: Sean Crumby, Director of Public Works Subiect: Approve the Acquisition and Sale Agreement between the City of Huntington Beach and the Huntington Beach City School District for the acquisition of three portable buildings for use at the City's Homeless Navigation Center Statement of Issue: On September 8, 2020, the Board of Trustees for the Huntington Beach City School District (HBCSD) approved an Acquisition and Sale Agreement to provide three surplus portable buildings to the City at no cost. The City intends to use the surplus portable buildings at our Navigation Center site located at 17631 Cameron Lane / 17642 Beach Boulevard. City Council action is requested to approve the Acquisition and Sale Agreement. Financial Impact: None. The agreement establishes that the three portable buildings will be provided to the City at no cost. If the agreement is approved, the City will coordinate the removal and transport of the portable buildings onto the Navigation Center site. Recommended Action: Authorize the Director of Public Works to execute the "Acquisition and Sale Agreement" with the Huntington Beach City School District for three portable buildings in a form approved by the City Attorney. Alternative Action(s): Reject this agreement and direct staff accordingly. Analysis: The City's Homeless Navigation Center, located on two adjacent parcels at 17631 Cameron Lane and 17642 Beach Boulevard, will be operated by Mercy House. Mercy House has requested that additional facilities be located on the site to facilitate proper operations at the Navigation Center, in addition to the dormitory SPRUNG tent structure being erected. City of Huntington Beach Page 1 of 2 Printed on 9/16/2020 powere244 LegistarTI File #: 20-1875 MEETING DATE: 9/21/2020 To that end, the City has negotiated the acquisition of three portable buildings, which will serve as an office building, dining area, and common room at the Navigation Center. The School District will be providing these trailers to the City at no cost, provided that the City coordinates all logistics associated with relocating the trailers to the Navigation Center site. Environmental Status: There is no environmental impact associated with approval of this agreement. Strategic Plan Goal: Non-Applicable - Administrative Item Attachment(s): 1. Orange County Board of Education Resolution 2. Acquisition and Sale Agreement City of Huntington Beach Page 2 of 2 Printed on 9/16/2020 powere2$y LegistarTM HUNTINGTON BEACH CITY SCHOOL DISTRICT TO: Board of Trustees FROM: Gregory Magnuson Interim Superintendent DATE: September 8, 2020 SUBJECT: APPROVAL OF RESOLUTION NO. A-25-20/21 FOR THE DISPOSITION OF SURPLUS PORTABLE BUILDINGS AT SOWERS MIDDLE SCHOOL TO CITY OF HUNTINGTON BEACH RECOMMENDATION: Approval is recommended to adopt Resolution No. A-25-20/21 authorizing the disposition of personal property consisting of three (3) surplus portable buildings currently housed at Sowers Middle School to the City of Huntington Beach. BACKGROUND: The Huntington Beach City District (the "District") owns three (3) portable buildings that have been located since 2005 on the Isaac L. Sowers Middle School property, at 9300 Indianapolis Avenue, Huntington Beach, California 92646 (the "School Site"), described in Exhibit "A" attached hereto (collectively, the "Surplus Property" or "Portable Buildings"), which, due to (a) not being certified by DSA, and (b) their deteriorated condition, cannot be used for school purposes. The City of Huntington Beach (the "City") desires to acquire the Portable Buildings to be used as part of a homeless shelter to be constructed on City property located at 17631 Cameron Lane, Huntington Beach, California 92647 (the "City Site"), and has agreed to pay all costs associated with removing and transporting the Portable Buildings from the School Site to the City Site, including all restorative and repair work required by the Acquisition and Sale Agreement. Education Code section 17542 authorizes the sale of personal property belonging to the District to the federal government or its agencies, to the state, to any county, city and county, city or special district, or to any other school district upon such terms of sale fixed by the District, and approved by the county superintendent of schools. By letter dated August 26, 2020, signed by Dean West, Associate Superintendent of Business Services on behalf of the Orange County Superintendent of Schools, the County has approved the sale of the Portable Buildings to the City upon the tenns and conditions set forth in the Acquisition and Sale Agreement attached hereto as Exhibit "B". FISCAL IMPACT: There is no fiscal impact. A-25-20/21 Page 1 of 20 242 PNQ OVN off' i �s Via E-Mail (Gmagnuson@hbcsd.us) � V— z .�ti0 99r q 4 August 26, 2020 �F�►T ORANGE COUNTY Gregory Magnuson DEPARTMENT Interim Superintendent OF EDUCATION Huntington Beach City School District 200 KALMUS DRIVE 8750 Dorsett Drive P.O.BOX 9050 Huntington Beach, CA 92646 COSTA MESA,CA 9262"050 (714)966-4000 Subject: Isaac L. Sowers Middle School-Portable Buildings FAX(714)432.1916 Dear Superintendent Magnuson: www.owe_us The Orange County Superintendent of Schools (OCSS)is in receipt of the At MIJAREs,Ph.l. District's request for approval of the sale of three (3) District portable buildings twuh sawtetaW located at the Isaac L. Sowers Middle School. It is our understanding that the atIdull portable buildings are not DSA certified and can no longer be used for school purposes. The City of Huntington Beach (City) has expressed an interest in acquiring all three of the portable buildings for use as part of a homeless shelter. The OCSS has reviewed the terms of sale fixed by the District in a proposed Purchase and Sale Agreement with the City, which will be presented to the Governing Board of the District for approval at the. September 8, 2020 regularly scheduled Board meeting. Pursuant to Education Code section 17542, the Orange County Superintendent of Schools approves the sale of the three portable buildings to the City of Huntington Beach. Sincerely, Dean West, CPA DRANIF COONIY Associate Superintendent of Business Services BOARD OF EDUCATION on behalf of the Orange County Superintendent of Schools MART BARKE DW:ts REBECCA'BECKIE`GOMEZ TIM SRAW LISA SPARKS, PRD. KEN L.WILLIAMS,D_O A-25-20121 Page 2 of 20 243 HUNTINGTON BEACY CITY SCHOOL DISTRICT 8750 Dorsett Drive, Huntington Beach, California 92646 RESOLUTION NO. A-25-20/21 RESOL UTIONA-25-20121 OF THE BOARD OF TR USTEES OF THE HUNTINGTON BEACH CITY SCHOOL DISTRICT A UTHORIZING THE DISPOSITION OF PERSONAL PROPERTY WHEREAS, the Huntington Beach City School District ("District") owns Three (3) portable buildings located on the Isaac L. Sowers Middle School property, at 9300 Indianapolis Avenue, Huntington Beach, California 92646 (the "School Site"), described in Exhibit "A" attached hereto (collectively, the "Surplus Property" or "Portable Buildings"), which, due to (a) not being certified by DSA, and (b) their deteriorated condition, cannot be used for school purposes; and WHEREAS, Education Code section 17542 authorizes the sale of personal property belonging to the District to the federal government or its agencies, to the state, to any county, city and county, city or special district, or to any other school district upon such terms of sale fixed by the District, and approved by the county superintendent of schools; and WHEREAS, the City of Huntington Beach (the "City") has expressed interest in acquiring the Portable Buildings to be used as part of a homeless shelter to be constructed on City property located at 17631 Cameron Lane, Huntington Beach, California 92647 (the "City Site"); and WHEREAS, the cost of removing and transporting the Portable Buildings from the School Site to the City Site has been estimated by the City to be approximately Eighty-Five Thousand Dollars ($85,000); and A-25-20/21 Page 3 of 20 244 WHEREAS, the City is willing to pay all costs associated with removing and transporting the Portable Building from the School Site to the City Site, including all restorative and repair work to the School Site as set forth in the Acquisition and Sale Agreement to be entered into between the District and City; and WHEREAS, the District estimates that the value of the Portable Buildings in their current condition to be equal to or less than the removal and transportation costs of the Portable Buildings; and WHEREAS, the office of the Orange County Superintendent of Schools has reviewed and approved the terms under which the District intends to sell the Portable Buildings to the City consistent with Education Code section 17542. NOW, THEREFORE, the Board of Trustees of the Huntington Beach City School District by unanimous vote of those members present hereby resolves: 1. The District desires to sell and the City desires to acquire the Portable Buildings to be used as part of a homeless shelter to be constructed on the City Site located at 17631 Cameron Lane, Huntington Beach, California 92647. 2. Upon the sale of the Portable Buildings, the City shall take possession of the Portable Buildings in their "as is" condition without warranties of any kind and shall be responsible for removing the Portable Buildings, at no cost to the District. 3. The Board hereby appoints and empowers the Superintendent or his designee to sell the Portable Buildings to the City, consistent with this Resolution and pursuant to the terms set forth in the Acquisition and Sale Agreement attached hereto as Exhibit `B" and to sign the Acquisition and Sale Agreement on behalf of the Board. A-25-20/21 Page 4 of 20 245 PASSED AND ADOPTED, by the Board of Trustees of the Huntington Beach City School District, Orange County, State of California, on September 8, 2020. ayes, Q noes; abstain ATTE : By: President Huntington Beach City School District Board of T-ustees B ecretary / Huntingto City pool District Board r ees A-25-20/21 Page 5 of 20 246 CERTIFICATION The undersigned certifies that he is the duly appointed Interim Secretary of the Board of Trustees of the Huntington Beach City School District, that the foregoing resolution was duly adopted at a meeting of said Board held on September 8, 2020, that all actions taken in connection with such resolution were in compliance with the requirements of the California Government Code, and that said resolution is now in full force and effect as it appears from the official records of the Board in my custody and under my control. IN WITNESS WHEREOF, the undersigned has executed this certification under the seal of the Board as of September 8, 2020. Koegory Ma' u Interim Sec t f the oard of Trustees of the Hunt' gt e ch City chool District A-25-20/21 Page 6 of 20 247 EXHIBIT "B" ACQUISITION AND SALE AGREEMENT A-25-20/21 5 Page 7 of 20 248 ACQUISITION AND SALE AGREEMENT THIS ACQUISITION AND SALE AGREEMENT ("the "Agreement") is entered into as of September 9, 2020 (the "Effective Date"), by and between the HUNTINGTON BEACH CITY SCHOOL DISTRICT, a California public school district ("District"), and the CITY OF HUNTINGTON BEACH, a California municipal corporation ("City"). District and City are sometimes hereinafter referred to individually as a"Party" and collectively as the "Parties." RECITALS WHEREAS, District is the owner of certain surplus personal property consisting of three (3) 24' x 40' portable buildings (the "Portable Buildings") (as defined in Section 1.1(a) below); and WHEREAS, the Portable Buildings are deemed to be surplus and no longer required for school purposes, due to (a) not being certified by DSA, and(b)their deteriorated condition;and WHEREAS, City desires to acquire and install the Portable Buildings as part of a homeless shelter to be constructed on City's property located at 17631 Cameron Lane, Huntington Beach, California 92647 (the "City Property"); and WHEREAS, Education Code section 17542 authorizes the sale of personal property belonging to the District to the federal government or its agencies, to the state, to any county, city and county, city or special district, or to any other school district upon such terms of sale fixed by the District, and approved by the county superintendent of schools; and WHEREAS, the office of the Orange County Superintendent of Schools has approved the sale of the Portable Buildings pursuant to the terms of this Agreement. NOW, THEREFORE, in consideration of the above recitals and the respective agreements hereinafter set forth, District and City hereby agree as follows: ARTICLE 1 AQUISITION AND SALE 1.1 Acquisition and Sale. Subject to the terms, conditions, and provisions of this Agreement, District hereby agrees to sell and convey to City, and City hereby agrees to acquire from District, the following: (a) Three (3) portable buildings, each measuring 24' by 40'(the "Portable Buildings"), located on a portion of the Isaac L. Sowers Middle School Property, at 9300 Indianapolis Avenue, Huntington Beach, California 92646 (the "School Site"), as more particularly depicted in Exhibit "A" together with the Designation and Identification of the Portable Buildings listed in Exhibit "B" attached hereto and incorporated herein by this reference. A-25-20/21 Page 8 of 20 1.2 Consideration.As consideration for the acquisition of the Portable Buildings, City shall provide licensed and experienced contractor(s) to perform all required work and pay all costs associated with removing and transporting the Portable Buildings from the School Site and installing the Portable Buildings onto the City Property, including, but not limited to, (a) terminating electrical connections from the Portable Buildings, and following removal of the Portable Buildings, installing an electrical ground vault immediately adjacent to the prior location of the Portable Buildings at the School Site; (b) grade and compact soil in area where Portable Buildings are removed and in area immediately adjacent thereto to the condition existing immediately prior to placement of Portable Buildings on School Site; and (c) replace/repair any property at School Site damaged during removal of the Portable Buildings. 1.3 Bill of Sale. District will provide to City a Bill of Sale for the Portable Buildings. 1.4 Term. The term of this Agreement shall commence as of the Effective Date and shall continue until the sooner to occur of sixty (60) calendar days following the Effective Date or the date in which the Portable Buildings have been removed from the School Site (the "Term"), unless the Parties mutually agree to extend the Term. ARTICLE 2 WARRANTIES AND REPRESENTATIONS 2.1 District Warranties and Representations. District warrants and represents that it is the legal owner of the Portable Buildings, and that the Portable Buildings are free from all liens and encumbrances. 2.2 City Warranties and Representations. City warrants and represents that the following facts are true and correct. (a) As-Is Condition. City understands and agrees that the Portable Buildings are being sold "AS-IS WITH ALL FAULTS." City understands and agrees that all warranties, expressed or implied, including but not limited to, manufacturer's warranties, warranties of merchantability, and warranties of fitness for any particular purpose are hereby expressly disclaimed by District. District shall be in no way responsible for the proper use and service of the Portable Buildings. (b) Inspection. City has inspected and is familiar with all matters that it believes pertinent to its ownership and use of the Portable Buildings. (c) Permits, Licenses, and Inspections. City shall pay for and secure any and all permits, licenses, and /or inspections required by state or local law or regulations in connection with the performance of City's obligations under this Agreement. (d) Hazardous Materials. City shall not, and shall cause "City's Persons" (as defined in Section 3.1 below) not to, bring, place, treat, or dispose of any Hazardous Material in, under A-25-20/21 Page 9 of 20 or about the School Site or License Area. For purposes of this Agreement, the term "Hazardous Material" means any hydrocarbons, petroleum, gasoline, crude oil, or any products, by-products or fractions thereof, asbestos, chlorofluorocarbons, polychlorinated biphenyls (PCBs) and formaldehyde, whose presence, nature, quantity and/or intensity of existence; use, manufacture, disposal, transportation, spill, release, or effect, either by itself or in combination with other materials expected to be on or about the License Area is: (i) potentially injurious to the public health, safety, or welfare, the environment, or the License Area, (ii) regulated or monitored by any governmental authority, or (iii) a basis for liability of District to any governmental agency or third party under applicable statute or common law theory. (e) Compliance with Laws. City shall, and shall cause City's Persons to, at no cost and expense to District, promptly comply with all applicable laws, statutes, ordinances, rules, regulations, orders, covenants and restrictions of record, now in effect or which may hereafter come into effect (collectively, "Laws"), during the term of this Agreement, relating in any manner to the entry and activities of any City's Persons on or about the License Area. District shall have the right to enter the License Area at any time for the purpose of inspecting the condition of the License Area and for verifying compliance by City with this Agreement. (f) COVID-19 Reporting Responsibilities. City shall respond to all potential COVID-19 exposure events immediately. If a possible COVID-19 infection or potential exposure event occurs involving City's Persons performing work on the School Site pursuant to the terms of this Agreement, City shall immediately notify District. While the confidentiality of all medical conditions must be maintained in accordance with applicable law, District reserves the right to inform any District staff, employees, students, and/or visitors that an unnamed individual has been diagnosed with COVID-19 if any of District's staff, employees, students, or visitors might have been exposed to the disease so such individual(s) may take measures to protect their own health. ARTICLE 3 GRANT OF LICENSE 3.1 Grant of License. District grants City and its employees, contractors, consultants, and agents (collectively referred to as "City's Persons") a temporary license during the Term of this Agreement to enter upon that portion of the School Site housing the Portable Buildings as depicted in Exhibit "A" (the "License Area") for the sole purpose of allowing necessary equipment and personnel to remove and transport the Portable Buildings from the License Area and School Site to the City Property, and to perform such repair and restorative work to the School Site required by Section 1.2 above. (a) Removal of Portable Buildings. City shall coordinate the timing for the removal of the Portable Buildings and required restorative work to the School Site with the School Site Administrator so as not to interfere with the normal operation or activities at the School Site. As such, City agrees that all removal, restorative and repair work involving the Portable Buildings shall be performed only on Saturdays. A-25-20/21 Page 10 of 20 (b) Fingerprint Clearance. In the event the School Site is open for in-person- instruction at any time during the term of this Agreement, City shall ensure that persons who perform services on the School Site have not been convicted of a serious or violent felony as defined in Education Code section 44830.1(c)(1), or sex offense as defined in Education Code section 44010, or controlled substance offense as defined by Education Code section 44011. City shall be required to comply with the applicable requirements of Education Code sections 45125.1 and 45125.2 with respect to fingerprinting of employees who may have contact with District's pupils and shall complete the Criminal Records Check Certification form provided by District. (c) Licensed Contractor. City warrants and represents that only an experienced and appropriately licensed and insured contractor will be used to remove and transport the Portable Buildings. This activity shall include all tasks associated with contracting for the work, issuing notices, overseeing the work on the School Site, and verifying that the School Site/License Area is left in a clean and undamaged condition. ARTICLE 4 RELEASE 4.1 Release. Excepting therefrom any obligations and liabilities of the Parties under this Agreement, or the breach by District or City of any representations and warranties under Article 2 above, as appropriate, or the fraud or willful misconduct of either Party, the Parties release and discharge each other, and each party's representatives, agents, attorneys, contractors, professional consultants, successors and assigns, and their respective partners, shareholders, members, directors, officers, employees, agents, representatives, parents, affiliates, subsidiaries, predecessors, successors and assigns (collectively, "Parties' Affiliates") from any and all claims, demands, suits, actions, debts, liabilities, obligations, damages, losses, costs, expenses, attorneys' fees, and rights of contribution of every nature, character and description which the Parties have, or may have in the future, whether known or unknown, arising out of, related to, or in any way connected with, the Portable Buildings. The Parties agree that this release is fully effective regardless of any present lack of knowledge on the part of any party as to any possible claim or any facts or circumstances pertaining to this matter. In connection therewith, the Parties expressly waive the benefits and provisions of Section 1542 of the California Civil Code, and any similar laws of any state or territory of the Unified States or other jurisdiction. Section 1542 of the California Civil Code provides as follows: A general release does not extend to claims which the creditor does not know or suspe t exist in his favor at the time of executing the release, which if known by h' ust have materially affected his settlement with the debtor. 1 — 1;cf� D' tr 6-initials City's Initials A-25-20/21 Page 11 of 20 ARTICLE 5 INSURANCE AND INDEMNIFICATION 5.1 Insurance. During the Term of this Agreement, City shall either self-insure or maintain or cause to be maintained, at City's sole cost and expense, a policy of or policies of general liability insurance in an amount of not less than One Million Dollars ($1,000,000) per occurrence, insuring against injury to persons or property damage resulting from the exercise of the license granted to City by this Agreement, and (ii) an automobile insurance policy in an amount not less than One Million Dollars ($1,000,000) per occurrence. Such policies shall each naive District as an additional insured. City shall also require each of its contractors to provide to District prior to coming onto the License Area, a certificate of the aforementioned insurance. City and its contractors shall also maintain policies of workers' compensation insurance and employee's liability insurance in an amount not less than One Million Dollars ($1,000,000) for protection of any employees engaged in any work described herein. 5.2 Indemnification. City agrees to defend; indemnify, and hold harmless District, its Board of Trustees, officers, officials, agents, employees, and volunteers from any and all liabilities, claims, suits, actions, penalties, fines, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses, or costs of any kind, whether actual, alleged , or threatened, actual attorney fees incurred by District, courts costs, interest, defense costs, including expert witness fees and any other costs or expenses of any kind whatsoever incurred in relation to, as a consequence of or arising out of or in any way attributable to the sale, removal and/or use of the Portable Buildings including, but not limited to, any liability, harm, penalty or loss to persons or property, or which may arise from any violation of any laws. ARTICLE 6 MISCELLANEOUS 6.1 Notices. Any notice, consent or approval required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given upon (i) delivery by hand, (ii) one business day after being deposited with Federal Express or another reliable overnight courier service for next day delivery, or (iii) if given by facsimile followed the same day with Federal Express or another reliable overnight courier service for next day delivery, when sent, or (iv) the date of receipt or refusal of delivery if deposited in the United States mail, registered or certified mail, postage prepaid, return receipt required, and addressed as follows: If to District(Seller): Huntington Beach City School District 8750 Dorsett Drive Huntington Beach, California 92646 Attn: Gregory Magnuson Interim Superintendent (714) 964-8888 A-25-20/21 Page 12 of 20 With a copy to: Parker & Covert LLP 17862 East Seventeenth Street, Suite 204 Tustin, California 92780-2164 Attn: Douglas N. Yeoman, Esq. (714) 573-0900 (714) 573-0998 (fax) If to City(Buyer): City of Huntington Beach 2000 Main Street, Is`Floor Huntington Beach, California 92648 Attn: Gabriel Munoz-Morris Associate Civil Engineer (714) 375-8444 or such other address as either party may from time to time specify in writing to the other. 6.2 Successors, Assigns and Nominees. City shall not have the right to assign this Agreement without the written consent or written approval of District. This Agreement shall be binding upon, and inure to the benefit of, the Parties hereto and their respective successors,heirs, administrators and assigns. 6.3 Amendments. Except as otherwise provided herein, this Agreement may be amended or modified only by a written instrument executed by District and City. 6.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 6.5 Merj;er of Prior Agreements. This Agreement and the exhibits hereto constitute the entire agreement between the Parties and supersede all prior agreements and understandings between the Parties relating to the subject matter hereof. 6.6 Day or Days. Whenever reference is made to "day" or"days" in this Agreement, all such references shall refer to calendar days unless otherwise specifically stated. 6.7 Timing. For purposes of this Agreement"business day" shall mean any day other than a Saturday, Sunday, California or national holiday or other day on which commercial bankers in California are generally not open for business. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a business day, in which event the period shall run to and include the next day which is a business day. 6.8 Severability. If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons,places and circumstances shall remain in full force and effect. A-25-20/21 Page 13 of 20 6.9 Counterparts. This Agreement, and any document executed in connection with this Agreement, may be executed in any number of counterparts each of which shall be deemed an original and all of which shall constitute one and the same agreement with the same effect as if all Parties had signed the same signature page. It shall not be necessary that the signatures of, or on behalf of, each Party, or that the signatures of all persons required to bind any Party, appear on a single counterpart, but it shall be sufficient that the signature of, or on behalf of, each Party, appear on one or more of the counterparts. Any signature page of this Agreement, and any document executed in connection with this Agreement,may be detached from any counterpart of this Agreement or such other document and reattached to any other counterpart of this Agreement or such other document identical in form hereto or thereto but having attached to it one or more additional signature pages. This Agreement, and any document executed in connection with this Agreement shall be deemed executed and delivered upon each Party's delivery of executed signature pages of this Agreement or such other document, which signature pages may be delivered by facsimile with the same effect as delivery of the originals. 6.10 No Waiver. Except as specifically provided for in this Agreement, no delay or failure on the part of any Party hereto in exercising any right, power or privilege under this Agreement or under any other instrument or document given in connection with or pursuant to this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege. No waiver shall be valid against any party hereto unless made in writing and signed by the Party against whom enforcement of such waiver is sought and then only to the extent expressly specified herein. 6.11 Legal Representation. Each Party has been represented by legal counsel in connection with the negotiation of the transactions herein contemplated and the drafting and negotiation of this Agreement. Each Party and its counsel have had an opportunity to review and suggest revisions to the language of this Agreement. Accordingly, no provision of this Agreement shall be construed for or against or interpreted to the benefit or disadvantage of any party by reason of any party having or being deemed to have structured or drafted such provision. 6.12 Exhibits. All exhibits attached hereto are incorporated herein as though fully set forth herein. 6.13 Signer's Warranty. Each individual executing this Agreement on behalf of an entity hereby represents and warrants to the other Party or Parties to this Agreement that (i) such individual has been duly and validly authorized to execute and deliver this Agreement and any and all other documents contemplated by this Agreement on behalf of such entity; and (ii) this Agreement and all documents executed by such individual on behalf of such entity pursuant to this Agreement are and will be duly authorized, executed and delivered by such entity and are and will be legal, valid and binding obligations of such entity. 6.14 Enforced Delay; Extension of Times for Performance. In the event that either of the Parties are prevented from proceeding with any of their obligations under this Agreement by reason of events beyond that Party's control, such as supernatural causes, strikes, lockouts, A-25-20/21 Page 14 of 20 earthquake, war, insurrection, riots, floods, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, unusually severe weather, delays or inaction of independent contractors, litigation brought against the Portable Buildings, or similar events which are beyond that Party's control, then that Party shall be entitled to an additional grace period or extension of time in which to perform the obligations whose performance is precluded by such event, equal to the period of delay caused by such event beyond that Party's control, which period shall commence to run from the time of the commencement of the cause for delay and shall terminate upon termination of that cause. A Party wishing to invoke this subparagraph shall notify in writing the other Party to this Agreement of that intention five (5) days of commencement of any such cause for delay and shall, at that time, specify the reasons therefor, the provisions of this Agreement that will be delayed as a result, and the period of such extension, if known, or, if not known, the Party's best estimate thereof. The failure to so notify the other Party within that period as to the cause for delay shall result in the grace period commencing to run from the date of notice rather than from the commencement of the cause for delay. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first above written. Huntin each City Sch District By Its: istri ' City of H ington Be By: Its: Sean Crumb , Director o blic Works "City") A-25-20/21 Page 15 of 20 BILL OF SALE AND GENERAL ASSIGNMENT THIS BILL OF SALE AND GENERAL ASSIGNMENT ("Assignment") is made as of September 9, 2020, by the HUNTINGTON BEACH CITY SCHOOL DISTRICT ("Assignor" or "District). RECITALS A. Pursuant to that certain Acquisition and Sale Agreement dated September 9, 2020, ("Acquisition Agreement"), by and between District and the City of Huntington Beach ("Assignee" or "City"), District concurrently with the Effective Date hereby conveys to City, fee simple title to certain personal property, consisting of three (3) portable buildings, each measuring 24' x 40' (the "Portable Buildings"), currently located on a portion of the Isaac L. Sowers Middle School Property, at 9300 Indianapolis Avenue, Huntington Beach, California 92646 (the "School Site"), as more particularly depicted in Exhibit "A" together with the Designation and Identification of the Portable Buildings listed in Exhibit "B" attached hereto and incorporated herein by this reference. B. In accordance with Section 1.3 of the Acquisition Agreement, Assignor agrees to provide a Bill of Sale in connection with the conveyance of the Portable Buildings to grant, assign, and sell to Assignee its right, title, and interest in and to the Portable Buildings. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, Assignor agrees as follows: 1. Assignment. Assignor hereby assigns to Assignee all of Assignor's right, title and interest in and to any and all rights relating to the Portable Buildings which Assignor may hold. 2. Effective Date. The "Effective Date" of this Assignment shall be the date in which the Portable Buildings have been removed from the School Site and all required restorative and repair work set forth in Section 1.2 of the Acquisition Agreement have been completed, as confirmed by District in writing to City. 3. Inurement. This Assignment shall inure to the benefit of Assignor and Assignee and their respective heirs, assigns and successors in interest. 4. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of California. 5. Counterparts. This Assignment and any documents required to be executed by Assignor and Assignee related to the sale of the Portable Buildings may be executed in several counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. A-25-20/21 Page 16 of 20 6. Inconsistencies. In the event of any inconsistencies between this Assignment and the Purchase Agreement, the terns of this Assignment shall control. IN WITNESS WHEREOF, Assignor has caused this Assignment to be duly executed and delivered as of the date first above written. HUNTINGTON BEACH CITY SCHOOL DISTRICT " signor" By' regory on, erim Superintendent" A-25-20/21 Page 17 of 20 EXHIBIT "A" MAP OF SCHOOL SITE AND LICENSE AREA A-25-20/21 Page 18 of 20 • E co w 1p _77— gift 1-1 IF E I - a2• /+ r „f f Ao '•' 0 N N A-25-20/21 Page 19 of 20 EXHIBIT "B" DESIGNATION AND IDENTIFICATION OF PORTABLE BUILDINGS Portable Number Serial Number/Identification Trailer Number P-B 56521-04104244 P-H 56519-04104244 P-G 56523-04104244 A-25-20/21 Page 20 of 20 City of Huntington Beach " 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov Office of the City Clerk Robin Estanislau, City Clerk September 24, 2020 Huntington Beach City School District Attn: Gregory Magnuson, Interim Superintendent 8750 Dorsett Drive Huntington Beach, CA 92646 Dear Mr. Magnuson: Enclosed is a fully executed original of the "Acquisition and Sale Agreement"between the City of Huntington Beach and the Huntington Beach City School District for the acquisition of three portable buildings for use at the City's Homeless Navigation Center, approved by the Huntington Beach City Council on September 21, 2020. Sincerely, Robin Estanislau, CIVIC City Clerk RE:ds -- Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand ' City of Huntington Beach ` 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov FB•17 1909p � Office of the City Clerk Robin Estanislau, City Clerk September 24, 2020 Parker & Covert LLP Attn: Douglas N. Yeoman, Esq. 17862 East Seventeenth Street, Suite 204 Tustin, CA 92708-2164 Dear Mr. Yeoman.- Enclosed is a fully executed copy of the "Acquisition and Sale Agreement"between the City of Huntington Beach and the Huntington Beach City School District for the acquisition of three portable buildings for use at the City's Homeless Navigation Center, approved by the Huntington Beach City Council on September 21, 2020. Sincerely, e44 94� Robin Estanislau, CIVIC City Clerk RE-.ds Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand