AGREEMENT FOR SALE OF REAL PROPERTY
By this Agreement for Sale of Real Property (this “Agreement”) dated ______ , 2022 (the “Effective Date”), the City of Commerce, a California municipal corporation (“Seller”) hereby agrees to sell, and Commerce Energy Storage, LLC, a Delaware limited liability company (“Buyer”) hereby agrees to buy, the real property commonly known as 5960 Garfield Avenue, City of Commerce, Los Angeles County, California with Assessor’s Parcel Number 6356-017-900 (the “Land”), together with all rights and interests in and to any and all improvements thereon and easements, rights and interests appurtenant thereto (together with the Land, collectively, the “Property”), on the following terms and conditions:
CONSIDERATION: The purchase price for the Property (the “Purchase Price”) shall be $90,000.00. Within ten (10) days following this Agreement's mutual execution, Buyer will pay $1,000.00 to Seller as consideration for this Agreement (the “Deposit”). The Deposit shall be credited towards the Purchase Price, and shall be non-refundable except if Seller defaults under this Agreement.
CLOSING: The closing of the transaction contemplated by this Agreement (the “Closing”) shall be on the date that is 90 days from the Effective Date, or such earlier date upon at least 5 days’ notice from Buyer (as applicable and may be extended pursuant to the terms hereof, the “Scheduled Closing Date”). Buyer and Seller each have the right to extend the Scheduled Closing Date by not more than 5 days by providing the other party with a written notice of extension not less than 3 days prior the then Scheduled Closing Date. Prior to the Scheduled Closing Date, Buyer shall provide Seller with a customary California form of Grant Deed with the legal description for the Land (the “Grant Deed”). At the Closing, Buyer shall pay the Purchase Price to Seller (with credit for the Deposit), and Seller shall convey to Buyer title to the Property by delivery of the Grant Deed subject to no liens or encumbrances other than matters of record in Los Angeles County Recorder’s Office (the “Official Records”) as of the Effective Date, but specifically excluding (a) any monetary liens other than real estate taxes not yet due or payable and (b) any matters arising after the Effective Date (the “Approved Title Condition”). To the extent any such excluded matters (i.e., not part of the Approved Title Condition) can be repaid, discharged and/or released with the payment of money, then Buyer may cause each of them to be repaid, discharged and released (as applicable) out of the Purchase Price proceeds due to Seller at the Closing (with the remaining net proceeds therefrom actually paid to Seller at Closing). Upon the Closing, Buyer may record Grant Deed in the Official Records. Buyer and Seller shall further execute any other documents as is reasonably necessary or customary to close the transaction contemplated herein and for Buyer to obtain title insurance for the Property subject only to the Approved Title Condition. Real property taxes shall be prorated on the Closing date. At Closing, Seller shall deliver to Buyer possession of the Property in substantially the same condition as existed as of the Effective Date.
SELLER WARRANTY: Seller represents and warrants that, to its knowledge, (a) Seller is the sole holder of the fee title interest to the Property, and (b) the Property’s title is marketable and insurable, free and clear of all liens, encumbrances, easements, assessments, restrictions, and tenancies except the Approved Title Condition. Seller shall not encumber the Property or grant (or amend) any interest therein before Closing.
Default. If the Closing does not occur by the Scheduled Closing Date solely because of Buyer’s default under this Agreement, then, as Seller’s sole and exclusive remedy, Seller may terminate this Agreement, and thereafter the Deposit shall be retained by Seller as liquidated damages for Buyer’s default under this Agreement. If the Closing does not occur by the Scheduled Closing Date because of Seller’s default under this Agreement, then, as Buyer’s sole exclusive remedy, Buyer may either (a) terminate this Agreement, and thereafter the Deposit shall be returned to Buyer or (b) seek and obtain the specific performance of Seller’s obligations under this Agreement. After any termination of this Agreement in accordance with the preceding sentence, the parties shall have no further rights or obligations under this Agreement.
Access and Review of Property. Prior to Closing, Buyer (and those acting with the approval of Buyer) shall have the right to enter onto the Property to review the feasibility of, test and study all aspects of purchasing, permitting, developing, constructing on and operating the Property for Buyer’s intended use). Seller hereby authorizes Buyer, or its nominee, to act as Seller’s agent and on Seller’s behalf in applying to any public agency for any and all land use entitlements and permits necessary or convenient for the development, construction or operation of improvements on the Property (collectively, the “Permits”). By way of example, and not limitation, Buyer may apply to the City of Commerce for a lot-line adjustment that causes the Land to merge with an adjacent parcel of real property that is owned by Buyer (or in which Buyer has the right to purchase). Seller shall, at no cost or expense to Seller and subject to the requirements of applicable law, cooperate with Buyer in processing any Permit applications and promptly execute and promptly return any such items and materials requested by Buyer from time to time.
Disputes: In any dispute, Buyer and Seller shall pay their own legal fees. The parties agree that the venue for all disputes shall be the superior courts in Los Angeles County, California.
Severability: If any provision of this Agreement is determined to be illegal or unenforceable, the remaining provisions shall remain unchanged and in full force and effect.
As-Is Condition of Property. Buyer is purchasing the Property in its “as is” condition as of the Effective Date.
Entire Agreement. This Agreement contains the entire agreement between the parties respecting the subject matter of this Agreement and supersedes all prior or contemporaneous understandings and agreements, whether oral or in writing, between the parties respecting the subject matter of this Agreement. [Remainder of Page Intentionally Left Blank – Signature Page Follows] IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Seller:
The City of Commerce,
a California municipal corporation
By:_______________________________
Name: ________________________
Title: ________________________
Buyer:
Commerce Energy Storage, LLC,
a Delaware limited liability company
By:_______________________________
Name: ________________________
Title: ________________________