Laserfiche WebLink
A-2017-065 <br />PURCHASE AND SALE AGREEMENT <br />cl THIS PURCHASE AND SALE AGREEMENT (this "Agreement') is made and <br />w y entered into as of r 2017 ("Effective Date"), by and between SOUTHERN <br />CY CALIFORNIA EDISOCalifornia corporation ("SCE"), and the City of Santa Ana, a <br />LU a o Municipal Corporation and Charter City ("Buyer"). SCE and Buyer are referred to herein <br />LL t 9 Individually as a "Party," and together as "Parties". <br />C r <br />RECITALS <br />F A. SCE currently owns Eleven Thousand, Three Hundred Seventy Three (11,373) LS -1 <br />n 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 tp sell the Facilities to Buyer, on the terms and conditions set forth <br />In this Agreement. <br />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 (ti) 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 />55A-183 <br />