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3. PURCHASE PRICE AND OTHER COSTS. <br />3.1 Purchase Price. Subject to adjustment as provided in this Section 3.1, the total <br />purchase price for all Facilities described in Exhibit A ("Purchase Price") is Three <br />Million, Six Hundred Sixty Nine Thousand, Four Hundred Eighty Seven Dollars <br />($3,669,487). <br />(a) Prior to the Closing Date, the Parties shall mutually agree on the Purchase <br />Price and any additional costs for any Reconfigured Facilities transferred to Buyer <br />in accordance with Section 6.2. <br />(b) Prior to the Closing Date, if the actual number of Facilities does not equal <br />7,817 then, the Parties will amend the Bill of Sale to increase or decrease the <br />Purchase Price, as appropriate, using the dollar amount of SCE's average price <br />for each type of streetlight facility in the Buyer's municipality (concrete poles will <br />be valued at SCE's average price for concrete poles, steel poles will be valued at <br />SCE's average price for steel poles, wood poles will be valued at SCE's average <br />price for wood poles, and fiberglass poles will be valued at SCE's average price <br />for fiberglass poles). <br />3.2 Intentionally Omitted. <br />3.3 Transition Costs. In addition to the Purchase Price, Buyer shall pay to SCE thirty <br />dollars ($30.00) for every pole to be transferred listed in the final bill of sale, which <br />shall represent SCE's good faith estimate of the cost of SCE's Transition Activities <br />with respect to the Facilities ("Transition Costs99), <br />3.4 Taxes. <br />(a) Except for any Excluded Taxes for which Buyer will have no liability, Buyer <br />shall pay all Taxes arising in connection with the sale and transfer of the Facilities, <br />this Agreement or the transactions contemplated herein, or the receipt of the <br />Purchase Price or other amounts hereunder, which Taxes are levied or imposed <br />on or with respect to SCE, Buyer or all or any part of the Facilities or any use <br />thereof on or after the Closing Date. <br />(b) State and local personal property Taxes relating to the Facilities for the tax <br />year (ending June 30) will be prorated between Buyer and SCE on the following <br />basis: SCE is to be responsible for all such Taxes for the period up to the Closing <br />Date for such Facilities; and Buyer is responsible for all such Taxes for the period <br />on and after the Closing Date. All Taxes assessed on an annual basis will be <br />prorated on the assumption that an equal amount of Taxes applies to each day of <br />the year, regardless of how many payments are billed or made, except that Buyer <br />will bear all supplemental or other state and local personal property Taxes that <br />arise out of change in ownership of the Facilities. In addition, Buyer acknowledges <br />that the Facilities are assessed by the California State Board of Equalization as of <br />Page 5 of 18 <br />