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Southern California Edison A2017-030a A1A2017 -030a Al AMENDMENT NO. 1 To The PURCHASE AND SALE AGREEMENT THIS AMENDMENT NO. 1 ("Amendment No. 1") to the Agreement (as that term is defined below) is entered into as of June 8, 2017 ("Effective Date"), by and between SOUTHERN CALIFORNIA EDISON, a California corporation ("SCE"), and the CITY OF CHINO HILLS, a California Municipal Corporation ("Buyer"). SCE and Buyer are referred to herein individually as a "Party," and together as "Parties". RECITALS A. SCE and Seller are Parties to that certain Purchase and Sale Agreement, dated as of February 14, 2017 (as amended from time to time, the "Agreement"), under which, among other things, SCE will sell to Buyer, and Buyer will purchase from SCE, certain Facilities, as that term is defined in the Agreement. B. The Parties desire to amend the Agreement in order to modify the Purchase Price and the Severance Costs. AGREEMENT NOW, THEREFORE, in consideration of the respective covenants and agreements contained in this Amendment No. 1, SCE and Buyer each agree as follows: 1. The first sentence of Section 3.1 of the Agreement is deleted and replaced with the following: "Subject to adjustment as provided in this Section 3.1, the total purchase price for all Facilities described in Exhibit A ("Purchase Price") is two million, five hundred fifty three thousand, seven hundred forty nine Dollars ($2,553,749)." 2. The first sentence of Section 3.2 of the Agreement is deleted and replaced with the following: "In addition to the Purchase Price, Buyer shall pay to SCE one hundred forty three thousand, two hundred sixty Dollars ($143,260), which shall represent SCE's good faith estimate of the cost of SCE's Severance Activities with respect to the Facilities ("Severance Costs")." 3. Miscellaneous 2.1 Reservation of Rights. Each of the Parties expressly reserves all of its respective rights and remedies under the Agreement. Page 1 of 3 2.2 Legal Effect. Except as expressly modified as set forth herein, the Agreement remains unchanged and, as so modified, the Agreement shall remain in full force and effect. 2.3 Successors and Assigns. This Amendment No. 1 shall be binding upon, and shall inure to the benefit of, the heirs, successors and assigns of the Parties hereto. 2.7 Governing Laws. This Amendment No. 1 shall be governed by, and construed and enforced in accordance with, the laws of the State of California without reference to its conflicts of laws provisions. 2.8 Counterparts. This Amendment No. 1 may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The exchange of copies of this Amendment No. 1 and of signature pages by facsimile transmission, Portable Document Format (i.e., PDF), or by other electronic means shall constitute effective execution and delivery of this Amendment No. 1 as to the Parties and may be used in lieu of the original Amendment No. 1 for all purposes. 2.15 Authority. Each Party represents and warrants that the execution, delivery and performance of this Amendment No. 1 has been duly authorized by such Party and each person signing this Amendment No. 1 on its behalf is duly and validly authorized to do so. 2.16 Further Agreements. This Amendment No. 1 shall not be amended, changed, modified, abrogated or superseded by a subsequent agreement unless such subsequent agreement is in the form of a written instrument signed by the Parties. IN WITNESS WHEREOF, the Parties hereto have caused this agreement to be duly executed as of the date and year first written above. [SIGNATURES APPEAR ON FOLLOWING PAGE] Page 2 of 3 SCE: SOUTH a Califa By: Gr g Fe J CALIFORNIA EDISON, cZora Its:VP of Distribution BUYER: CITY OF CHINO HILLS, a California municipal corporation Its: City Manager ATTEST: City Clerk SCE: SOUTHERN CALIFORNIA EDISON, a California corporation By: Greg Ferree Its:VP of Distribution BUYER: CITY OF CHINO HILLS, a Cmunicipal corporation By: Its: City Manager - r�,Fr VM440 �ff-_J May 19, 2016 Overview of the Total LS -1 Streetlight System Type Qty Type Overhead Underground Non -Wood 4,408 Wood 161 96% 4% 38 161 4,370 0 4,569 100% 199 4,370 1990-1999 2,272 4% 96% 1950-1959 62 1% 1960-1969 172 4% 1970-1979 395 9% 1980-1989 1,167 26% 1990-1999 2,272 50% 2000-2009 404 9% 2010 -present 97 2% Valuation of the Sellable LS -1 Streetlight System Qty RCN LD Marbelite (Concrete) 4,405 $1,737,466 " Wood 51 $49,512 Total: 4,456 $1,786,977 Ad Hoc Replacements $252,361 Additional Asset Components $52,119 Adjustment $462,292 Subtotal $2,553,749 Severance Cost $143,260 Valuation Price $2,697,010 *Note: 32% of Wood Poles are sellable (streetlights attached to distribution poles are excluded) Ad Hoc Replacements represent poles replaced without developer's contribution Additional asset components relevant to the sale (i.e. additional fixtures, insulators, down guy, etc.) Adjustment is needed to recover any tax implication Severance Cost is the severance cost to transfer ownership of the asset SCE CONFIDENTIAL