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Exhibit B <br />Forma of Bill of Sale <br />BILL OF SALE <br />Pursuant to that certain Purchase And Sale Agreement, dated , <br />2016("Agreement"), by and between Southern California Edison, a California <br />corporation ("SCE"), and the City of Santa Ana, (a Municipal Corporation and Charter <br />City] ("Buyer"), effective as of , 2017, SCE hereby sells, assigns, transfers <br />and delivers to Buyer all of SCE's right, title and interest in and to the property <br />described in Attachment A ("Facilities"), attached hereto and hereby incorporated herein <br />by this reference. All capitalized terms not defined in this Bill of Sale shall have the <br />meanings given them in the Agreement. <br />THE FACILITIES ARE BEING TRANSFERRED "AS IS, WHERE IS, AND WITH ALL <br />FAULTS" IN THEIR EXISTING CONDITION, WITHOUT ANY REPRESENTATIONS <br />OR WARRANTIES OF ANY KIND BY SCE, EXPRESS, IMPLIED OR STATUTORY, <br />AND WITHOUT RECOURSE AGAINST SCE. WITHOUT LIMITING THE <br />GENERALITY OF THE FOREGOING, SCE EXPRESSLY DISCLAIMS ANY <br />REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR <br />IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE FACILITIES, THE <br />PROSPECTS (FINANCIAL AND OTHERWISE) OF THE FACILITIES, THE QUALITY <br />OF WORKMANSHIP OF THE FACILITIES, OR THE ABSENCE OF ANY DEFECTS <br />THEREIN, WHETHER LATENT OR PATENT. SCE FURTHER SPECIFICALLY <br />DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING POTENTIAL <br />ENVIRONMENTAL HAZARDS, THE PRESENCE OF HAZARDOUS SUBSTANCES, <br />COMPLIANCE OF THE FACILITIES OR THE LAND WHERE THE FACILITIES ARE <br />LOCATED WITH ENVIRONMENTAL REQUIREMENTS, OR LIABILITY OR <br />POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL REQUIREMENTS. <br />BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SCE IS NOT <br />ASSIGNING OR OTHERWISE TRANSFERRING ITS RIGHT, TITLE AND INTEREST <br />IN AND TO ANY LAND RIGHTS (OR ANY CLAIM, RIGHT OR BENEFIT ARISING <br />UNDER OR RESULTING FROM SUCH LAND RIGHTS) IN CONNECTION WITH ITS <br />SALE OF THE FACILITIES TO BUYER, AND BUYER ASSUMES ANY AND ALL <br />RISKS AND LIABILITIES IN CONNECTION WITH THE ABSENCE OF ADEQUATE OR <br />APPROPRIATE LAND RIGHTS. <br />This Bill of Sale is executed pursuant to the authorization contained in the order of the <br />California Public Utilities Commission in its ❑ecision No. , dated <br />and is subject to all the terms and conditions of the Agreement, <br />including the provisions set forth above. <br />Exhibit B-1 <br />