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Exhibit 't <br />PURCHASE AND SALE AGREEMENT <br />THIS PURCHASE. AND SALE AGREEMENT (this "Agreement') is made and <br />entered into as of 2017 ( "Effective Date "), by and between SOUTHERN <br />CALIFORNIA EDISON, a California corporation ( "SCE "), and the City of Santa Ana, a <br />Municipal Corporation and Charter City ('Buyer "). SCE and Buyer are referred to herein <br />individually as a "Party," and together as "Parties ". <br />RECITALS <br />A. SCE currently owns Eleven Thousand, Three Hundred Seventy Three (11,373) LS -1 <br />electric streetlight facilities located in the City of Santa Ana, of which, Seven <br />Thousand, Eight Hundred Seventeen (7,817) are to be purchased by Buyer. <br />B. Buyer has expressed a desire to purchase the Facilities (defined below) from SCE, <br />and SCE is willing to sell the Facilities to Buyer, on the terms and conditions set forth <br />in this Agreement. <br />NOW, THEREFORE, in consideration of the respective covenants and agreements <br />contained in this Agreement, SCE and Buyer each agree as follows: <br />1. DEFINITIONS. The following terms shall have the meanings ascribed to them <br />below for purposes of this Agreement. <br />"Agreement" has the meaning given in the first paragraph. <br />"Applicable Requirements" means all laws, statutes, ordinances, rules, regulations, <br />requirements or orders of any Governmental Authority now in force or that may later <br />be in force, and the terms and conditions of any permit, certificate, license or other <br />requirement. <br />"Bill of Sale" means a document setting forth the Purchase Price and Transition <br />Costs as well as any Taxes for which Buyer is responsible with respect to the Facilities <br />specified to be transferred to Buyer (including Reconfigured Facilities), which <br />document shall be substantially in the form of Exhibit B attached hereto. <br />"Business Day" means a day other than Saturday, Sunday or a day on which (i) <br />banks are legally closed for business in the State of California; or (ii) SCE is closed <br />for business. <br />"Buyer" has the meaning given in the preamble paragraph. <br />"CEQA" has the meaning given in Section 5.2 <br />"Claims" has the meaning given in Section 7.1. <br />Page 1 of 18 <br />25G -5 <br />