PURCHASE AND CONVERSION AGREEMENT ·
THIS PURCHASE AND CONVERSION AGREEMENT (this "Agreement") is made and entered into as of June _____, 2024 ("Effective Date"), by and between SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation ("SCE"), and the City of Fullerton, a municipal corporation ("City"). SCE and City are referred to herein individually as a "Party," and together as "Parties".
RECITALS
City currently owns a significant number of LS-2 Street Lights located in the City of Fullerton.
Upon execution of this Agreement, City will sell and SCE will purchase 94 LS-2 Street Lights for the purpose of removing them and constructing new LS-1 Street Lights that will be owned and operated by SCE.
On the Project Completion Date, City will be an SCE customer for the LS-1 Street Lights under the LS-1 tariff.
AGREEMENT
NOW, THEREFORE, in consideration of the respective covenants and agreements contained in this Agreement, SCE and City each agree as follows:
DEFINITIONS The following terms shall have the meanings ascribed to them below for purposes of this Agreement:
"Agreement" has the meaning given in the first paragraph. "Applicable Requirements" means all laws, statutes, ordinances, rules, regulations, tariffs, requirements or orders of any Governmental Authority now in force or that may later be in force, and the terms and conditions of any permit, certificate, license or other requirement. "Bill of Sale" means a document setting forth the Purchase Price and Facilities specified to be transferred to SCE. The document specifying the lights to be transferred to SCE shall be substantially in the form of Exhibit B attached hereto. "City" has the meaning given in the preamble paragraph. "CPUC" means the California Public Utilities Commission, or its regulatory successor, as applicable. "Effective Date" has the meaning given in the preamble paragraph. "Facilities" has the meaning given in Section 2.2 and further described in Exhibit A. "Governmental Authority" means any federal, state, local or other governmental, regulatory or administrative agency, commission, department, board, subdivision, court, tribunal, or other governmental arbitrator, arbitral body or other authority, but excluding City. "Land" means the real property on which the Facilities are located, together with any other real property that is encumbered by Land Rights. "Land Rights" means the easements, leases, permits, franchise agreements or other agreements including, but not limited to those that grant SCE the right to locate the Facilities on the Land and/or permit access to the Facilities by SCE. "LS-1 Street Lights" - means non-metered SCE-owned, operated, and maintained streetlights as defined under CPUC approved tariff LS-1. "LS-2 Street Lights" - means non-metered City-owned operated, and maintained electric streetlights as defined under CPUC approved tariff LS-2. "Project Completion Date" - means the date on which SCE has completed installation and has energized the new LS-1 Street Lights and has removed the existing LS-2 Street Lights. This date will also serve as the time when the LS-1 Street Lights are considered to be operable and billing changes commence, capturing the new LED lights and appropriate tariff costs. "Potential Environmental Hazards" means electric fields, magnetic fields, electromagnetic fields, electromagnetic radiation, power frequency fields, and extremely low frequency fields, however designated, and whether emitted by electric transmission lines, other distribution equipment or otherwise. "Purchase Price" has the meaning given in Section 3.1.
PURCHASE AND SALES OF FACILITIES.
Purchase and Sale. Subject to the terms and conditions of this Agreement, SCE agrees to purchase, and City agrees to sell to SCE, all of its rights, title and interest in the Facilities.
Description of Facilities. The "Facilities" consist of a portion of the LS-2 Street Lights, including the poles, mast-arms, fixtures, and internal wiring, owned by the City and located within the municipal boundaries of the City of Fullerton, in the County of Orange, and in the State of California. A detailed description and listing of the Facilities to be purchased and sold is provided in Exhibit A.
Access. The Parties acknowledge and agree that the LS-2 Street Lights currently are, and the LS-1 Street Lights will be, located within public right of way and SCE will have access to them under its franchise agreement with City.
PURCHASE PRICE AND OTHER COSTS.
Purchase Price. The total purchase price for the Facilities ("Purchase Price") is One Dollar ($1.00).
Replacement System. SCE will construct and install, at SCE's sole cost and expense, overhead fed LS-1 Street Light system utilizing LED technology to replace the LS-2 Street Lights ("Work").
OBLIGATIONS. The Parties agree to complete, execute and deliver to the other Party the exhibits attached hereto, a Bill of Sale as set forth in Exhibit B, a Street Light Authorization Document as set forth in Exhibit C, and a CSD-272 Application for Electrical Service as set forth in Exhibit D as well any other documents reasonably required to confirm unto and vest title to the Facilities sold and transferred to SCE by this Agreement.
City's Obligations.
City will obtain City Council approval (if required) of the purchase and conversion of the LS-1 Street Lights as set forth herein.
City will sell the Facilities and reasonably cooperate, with SCE's construction of new LS-1 Street Lights including, but not limited to, a no-fee encroachment permit, providing any approvals necessary to remove, replace, and install the LS-1 Street Lights, at no additional charge, and commercially reasonable cooperation in SCE compliance with any Applicable Requirements.
City shall have complied in all material respects with all covenants, agreements and conditions contained in this Agreement and all Applicable Requirements as apply to City's performance under this Agreement.
No suit, action or other proceeding shall be pending before any court or Governmental Authority which seeks to restrain or prohibit any of the transactions contemplated by this Agreement or to obtain material damages or other material relief in connection with this Agreement or the transactions contemplated hereby.
SCE's Obligations.
SCE will purchase the Facilities from City subject to the approval of the Fullerton City Council (if required as noted in 4.1a).
SCE shall have complied in all material respects with all covenants, agreements, and conditions contained in this Agreement and all Applicable Requirements as apply to SCE's performance under this Agreement No suit, action or other proceeding shall be pending before any court or Governmental Authority which seeks to restrain or prohibit any of the transactions contemplated by this Agreement or to obtain material damages or other material relief in connection with this Agreement or the transactions contemplated hereby.
CONDITION OF FACILITIES AND LAND RIGHTS.
"As Is" Sale. The Facilities are being transferred "As Is, Where Is, and With All Faults" in their existing condition, without any representations or warranties of any kind by City, express, implied, or statutory.
Specific Disclaimer Regarding Land Rights. SCE specifically acknowledges and agrees that City is not assigning or otherwise transferring its right, title or interest in and to any Land Rights (or any claim, right or benefit arising under or resulting from such Land Rights) in connection with its sale of the Facilities as SCE is purchasing above ground facilities only.
Maintenance of Facilities Pending Project Implementation. City will maintain the LS-2 Street Lights until SCE starts the Work.
New Facilities. The new LS-1 Street Lights will be owned, operated, and maintained by SCE from the time they are energized. SCE may continue to install new streetlights in the City of Fullerton in accordance with SCE's standard practices, tariffs and CPUC rules and regulations and the existing franchise agreement between the Parties.
PROJECT ACTIVITIES.
Post Project Completion Activities.
As of the Project Completion Date, SCE will change the charge for electricity furnished to the Facilities from the Streetlight Rate Schedule LS-2 to the Streetlight Rate Schedule LS-1 LIGHTING - STREET AND HIGHWAY - UNMETERED SERVICE COMPANY OWNED SYSTEM" Multiple Service (appropriate LED wattage) and provide written notice to City of such change.
As soon as mapping and inventory system changes have been completed and after construction of the new LS-1 Street Lights, SCE shall provide an updated map and inventory of the newly constructed street lighting system to the City.
Prohibition on Connecting Non-Conforming Load. City acknowledges and agrees that SCE's purchase of the Facilities does not entitle City to connect non-conforming load to the Facilities or supporting circuits in alignment with SCE tariffs.
MISCELLANEOUS.
Time of Essence. Time is of the essence of this Agreement and each and every provision hereof.
Force Majeure. Except for the payment of money when due, performance by either Party hereunder shall not be deemed to be in default, or considered to be a default, where delays or defaults are due to force majeure events beyond the control of such Party, including, without limitation, war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, government imposed moratorium legislation, actions or failures to act by any regulatory authority with jurisdiction over SCE (including the CPUC), freight embargoes, lack of transportation, weather-caused delays, inability to secure necessary labor, materials or tools, delays of any contractor, subcontractor or supplier, that are not attributable to the fault of the Party claiming an extension of time. An extension of time for any such force majeure cause shall be for the period of the enforced delay and shall commence to run from the date of occurrence of the delay; provided, however, that the Party claiming the existence of the delay first provides the other party with written notice of the occurrence of the delay, within ten (10) days of the commencement of such occurrence of a force majeure event and, thereafter, takes prompt and reasonable action within its control to remedy such force majeure event.
Further Assurances. Each Party hereto agrees to execute and deliver to the other Party such further documents or instruments as may be necessary or appropriate in order to carry out the intentions of the Parties as contained in this Agreement.
Binding Effect; Assignment. This Agreement shall be binding upon, and shall inure to the benefit of, the heirs, successors and assigns of the Parties hereto. Notwithstanding the foregoing, SCE shall have no right to assign this Agreement or any of its rights or obligations under this Agreement.
Severability. If any provision of this Agreement shall be unenforceable or invalid, the same shall not affect the remaining provisions of this Agreement and the provisions of this Agreement are intended to be and shall be severable.
Governing Laws. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California without reference to its conflicts of law provisions.
Counterparts. This Agreement 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.
Notices. Any notice or other communication required or permitted under this Agreement shall be in writing and shall be either personally delivered or transmitted by registered or certified mail, return receipt requested, postage prepaid, or by a nationally recognized overnight courier, addressed to the Parties as follows:
If to SCE: If to City:
2244 Walnut Grove Avenue 303 W. Commonwealth Ave.
Rosemead, CA 91770 Fullerton, CA 92832
Attn: John King, Strategic Initiatives Attn: Public Works Director cc: Law Dept, Commercial Transactions Section The date of any notice or communication shall be deemed to be the date of receipt if delivered personally, or the date of the receipt or refusal of delivery if transmitted by mail or overnight courier. Any Party may change its address for notice by giving notice to the other Party.
Limitation on Liability. SCE and City expressly agree that the obligations and liabilities of SCE under this Agreement and any document referenced herein shall not constitute personal obligations of the officers, directors, employees, agents, affiliates, members, representatives, stockholders or other principals or representatives of SCE. SCE expressly agrees that the obligations and liabilities of City under this Agreement and any document referenced herein shall not constitute personal obligations of the officers, directors, employees, agents, affiliates, members, representatives, or other principals or representatives of City.
Exhibits. The following Exhibits are attached hereto and incorporated by reference into this Agreement.
Exhibit A Exhibit B Exhibit C Exhibit D
Description of the Facilities to be Purchased Form of Bill of Sale Street Light Authorization Document
CSD-272 Application for Electrical Service
Dispute Resolution. In the event any dispute arises concerning the enforcement and/or interpretation of this Agreement, the Parties agree to attempt initially to settle such claims or disputes in good faith between themselves. Said obligation to discuss settlement of such claims or disputes shall be initiated by written notice of such claim or dispute. Should the Parties not settle such claims or disputes within thirty (30) days of the date of mailing of such notice or within such additional time to which the Parties agree in writing (the "Negotiation Period"), the Parties may mutually agree to submit any such claim or dispute to mediation. In such case, the Parties will select an independent mediator within thirty (30) days of the expiration of the Negotiation Period (the "Selection Period"), either by mutual agreement or, in the absence of agreement on a mediator, by requesting during the Selection Period that the American Arbitration Association in Los Angeles, California appoint a mediator. The mediation shall be commenced within thirty (30) days of the selection of a mediator by the Parties or the American Arbitration Association. Except as provided herein or by written agreement of the Parties, the mediation shall be conducted in Los Angeles pursuant to the rules of the American Arbitration Association. If the Parties are unable to settle the dispute through discussions or in mediation, each Party shall have the right to pursue all its remedies at law or in equity. The covenants of City and SCE contained in this section shall survive the termination of this Agreement.
Communications Equipment. City acknowledges that the newly constructed the LS- 1Street Lights may have certain SCE-owned and operated radio equipment attached to them to aid in the operation of SCE distribution or metering systems.
Interpretation. The language in all parts of this Agreement shall be construed according to its normal and usual meaning and not strictly for or against either SCE or City. The headings of the paragraphs of this Agreement are inserted solely for convenience of reference and are not a part of and are not intended to govern, limit or aid in the construction of any terms or provisions hereof. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." Authority. Each Party represents and warrants that the execution, delivery and performance of this Agreement has been duly authorized by such Party and each person signing this Agreement on its behalf is duly and validly authorized to do so.
Prior Agreements. This Agreement and the exhibits hereto contain the entire agreement and understating of the Parties relating to the subject matter hereto and shall supersede any prior written or oral agreements or communications between the Parties pertaining to such subject matter.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the Effective Date.
SOUTHERN CALIFORNIA EDISON COMPANY
By: ____________________________
Name: ____________________________
Its: ____________________________
ATTEST:
___________________________________
City Clerk
CITY OF FULLERTON
By: ____________________________
Name: ____________________________
Its: ____________________________
Exhibit A - Facilities
94 street lights (81 lights @ 50W, 1 light @ 100W, 2 lights @ 150W, and 10 lights @ 200W), poles, mast arms and fixtures, as further described below:
STRUCTURE NO.
MATERIAL TYPE
POLE HEIGHT
TARIFF
WATTAGE
CONV591924
CONCRETE
30 LS-2
150
CONV591923
CONCRETE
30 LS-2
200
CONV591922
CONCRETE
45 LS-2
200
CONV340381
CONCRETE
75 LS-2
200
CONV591979
CONCRETE
30 LS-2
200
CONV046578
CONCRETE
75 LS-2
200
CONV513642
CONCRETE
35 LS-2
200
CONV591980
CONCRETE
40 LS-2
200
CONV591929
CONCRETE
30 LS-2
50 CONV591981
CONCRETE
40 LS-2
200
CONV591927
CONCRETE
30 LS-2
50 CONV591982
CONCRETE
31 LS-2
150
CONV591928
CONCRETE
30 LS-2
50 CONV591930
CONCRETE
30 LS-2
50 CONV591778
CONCRETE
50 LS-2
50 CONV591779
CONCRETE
50 LS-2
50 CONV591780
CONCRETE
75 LS-2
50 CONV591931
CONCRETE
30 LS-2
50 CONV591932
CONCRETE
45 LS-2
50 CONV591935
CONCRETE
45 LS-2
50 CONV591934
CONCRETE
45 LS-2
50 CONV591936
CONCRETE
45 LS-2
50 CONV591933
CONCRETE
45 LS-2
50 CONV591783
CONCRETE
50 LS-2
50 CONV591786
CONCRETE
50 LS-2
50 CONV591787
CONCRETE
75 LS-2
50 CONV591788
CONCRETE
31 LS-2
50 CONV591789
CONCRETE
25 LS-2
50 CONV591790
CONCRETE
31 LS-2
50 CONV591791
CONCRETE
75 LS-2
50 CONV591793
CONCRETE
25 LS-2
50 CONV591792
CONCRETE
75 LS-2
50 CONV591784
CONCRETE
45 LS-2
50 CONV591941
CONCRETE
45 LS-2
50 CONV591939
CONCRETE
45 LS-2
50 CONV591940
CONCRETE
25 LS-2
50 CONV591937
CONCRETE
45 LS-2
50 CONV591938
CONCRETE
25 LS-2
50 CONV591943
CONCRETE
30 LS-2
50 CONV591947
CONCRETE
75 LS-2
50 CONV591944
CONCRETE
75 LS-2
50 STRUCTURE NO.
MATERIAL TYPE
POLE HEIGHT
TARIFF
WATTAGE
CONV591948
CONCRETE
75 LS-2
50 CONV591942
CONCRETE
75 LS-2
50 CONV591945
CONCRETE
75 LS-2
50 CONV591949
CONCRETE
45 LS-2
50 CONV591946
CONCRETE
45 LS-2
50 CONV591785
CONCRETE
75 LS-2
50 CONV591796
CONCRETE
31 LS-2
50 CONV591797
CONCRETE
31 LS-2
50 CONV591795
CONCRETE
31 LS-2
50 CONV591794
CONCRETE
75 LS-2
50 CONV591798
CONCRETE
31 LS-2
50 CONV591950
CONCRETE
45 LS-2
50 CONV591951
CONCRETE
25 LS-2
50 CONV591954
CONCRETE
31 LS-2
50 CONV591952
CONCRETE
25 LS-2
50 CONV591955
CONCRETE
75 LS-2
50 CONV591953
CONCRETE
25 LS-2
100
CONV591956
CONCRETE
25 LS-2
50 CONV591802
CONCRETE
31 LS-2
50 CONV591803
CONCRETE
31 LS-2
50 CONV591801
CONCRETE
31 LS-2
50 CONV591804
CONCRETE
31 LS-2
50 CONV591799
CONCRETE
31 LS-2
50 CONV591800
CONCRETE
48 LS-2
50 CONV591957
CONCRETE
30 LS-2
50 CONV591964
CONCRETE
30 LS-2
50 CONV591958
CONCRETE
25 LS-2
50 CONV591964
CONCRETE
30 LS-2
50 CONV591959
CONCRETE
30 LS-2
50 CONV591963
CONCRETE
50 LS-2
50 CONV591960
CONCRETE
50 LS-2
50 CONV591961
CONCRETE
25 LS-2
50 CONV591808
CONCRETE
31 LS-2
50 CONV591807
CONCRETE
75 LS-2
50 CONV591809
CONCRETE
75 LS-2
50 CONV591806
CONCRETE
75 LS-2
50 CONV591805
CONCRETE
31 LS-2
50 CONV642830
CONCRETE
31 LS-2
50 CONV591965
CONCRETE
25 LS-2
50 CONV591966
CONCRETE
75 LS-2
50 CONV591969
CONCRETE
31 LS-2
50 CONV591967
CONCRETE
75 LS-2
50 CONV591970
CONCRETE
75 LS-2
50 STRUCTURE NO.
MATERIAL TYPE
POLE HEIGHT
TARIFF
WATTAGE
CONV591968
CONCRETE
75 LS-2
50 CONV591972
CONCRETE
75 LS-2
50 CONV591813
CONCRETE
75 LS-2
50 CONV592593
CONCRETE
75 LS-2
50 CONV591812
CONCRETE
75 LS-2
50 CONV591815
CONCRETE
75 LS-2
50 CONV591810
CONCRETE
75 LS-2
50 CONV591811
CONCRETE
75 LS-2
50 CONV591925
CONCRETE
30 LS-2
200
CONV591926
STEEL
30 LS-2
200
Exhibit B
BILL OF SALE
For good and valuable consideration paid under and pursuant to that certain Purchase and Conversion Agreement, dated June ______, 2024 ("Agreement"), by and between Southern California Edison Company, a California corporation ("SCE"), and the City of Fullerton, a municipal corporation ("City"),, City hereby irrevocably sells, assign, transfers, conveys, grants, bargains and delivers to SCE and SCE hereby purchases right, title and interest in and to the property described in Exhibit A ("Facilities"), attached hereto and hereby incorporated herein by this reference. All capitalized terms not defined in this Bill of Sale shall have the meanings given them in the Agreement.
THE FACILITIES ARE BEING TRANSFERRED "AS IS, WHERE IS, AND WITH ALL FAULTS" IN THEIR EXISTING CONDITION, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND BY CITY, EXPRESS, IMPLIED OR STATUTORY, AND WITHOUT RECOURSE AGAINST CITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CITY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE FACILITIES, THE PROSPECTS (FINANCIAL AND OTHERWISE) OF THE FACILITIES, THE QUALITY OF WORKMANSHIP OF THE FACILITIES, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.
CITY FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING POTENTIAL ENVIRONMENTAL HAZARDS, THE PRESENCE OF HAZARDOUS SUBSTANCES, COMPLIANCE OF THE FACILITIES OR THE LAND WHERE THE FACILITIES ARE LOCATED WITH ENVIRONMENTAL REQUIREMENTS, OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL REQUIREMENTS. SCE SPECIFICALLY ACKNOWLEDGES AND AGREES THAT CITY IS NOT ASSIGNING OR OTHERWISE TRANSFERRING ITS RIGHT, TITLE AND INTEREST IN AND TO ANY LAND RIGHTS (OR ANY CLAIM, RIGHT OR BENEFIT ARISING UNDER OR RESULTING FROM SUCH LAND RIGHTS) IN CONNECTION WITH ITS SALE OF THE FACILITIES TO SCE, AND SCE ASSUMES ANY AND ALL RISKS AND LIABILITIES IN CONNECTION WITH THE ABSENCE OF ADEQUATE OR APPROPRIATE LAND RIGHTS.
The Parties represent that they are duly authorized to execute this Bill of Sale.
SOUTHERN CALIFORNIA EDISON COMPANY
By: ____________________________
Name: ____________________________
Its: ____________________________
CITY OF FULLERTON
By: ____________________________
Name: ____________________________
Its: ____________________________
Exhibit C
Street Light Authorization Document
Insert Updated SLA Here
Exhibit D
CSD-272 Application for Electrical Service
Exhibit D-1
Insert New CSD-272 Here
Exhibit A-1Exhibit A-1
Exhibit A-1
Exhibit A-1
Exhibit 8-1Exhibit 8-1
Exhibit 8-1
Exhibit 8-1
Exhibit C-1Exhibit C-1
Exhibit C-1
Exhibit C-1