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CONTRACT TO PURCHASE REAL PROPERTY (ON THE MARKET)
Updated – March 21, 2023
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AGREEMENT NO. _______________
PURCHASE AGREEMENT AND JOINT ESCROW HOLDER INSTRUCTIONS
FOR THE SALE OF REAL PROPERTY
This Agreement is made and entered into on _____________________, by and between the CITY OF BAKERSFIELD, a municipal corporation and California charter city (hereinafter “BUYER” or “CITY”), and DILIP O. DESAI, TRUSTEE OF THE ASHA DESAI IRREVOCABLE TRUST DATED JULY 8, 2010 (hereinafter “SELLER”).
BUYER and SELLER are collectively referred to herein as Parties.
R E C I T A L S:
WHEREAS, SELLER holds fee title to 1.09 acres of land improved with a 66 unit motel with an approximate square footage of 37,281 square feet. The Property is located at 2310 Wible Road, Bakersfield, California (APN 023-050-40 and 023-050-39), hereinafter “The Property”; and
WHEREAS, BUYER has determined a need for The Property which includes a 66-unit motel commonly known as Country Inn & Suites, all accessory structures, and all onsite furniture fixtures, and equipment (FF&E) necessary to operate the motel and has authorized its purchase; and
WHEREAS, all parties to this transaction are aware that BUYER possesses eminent domain authority and BUYER’s staff will recommend the adoption of a resolution of necessity if the Parties are unable to complete a negotiated acquisition of the Property by BUYER; and
WHEREAS, it is the intent of the parties to set forth all the covenants and conditions for purchase by BUYER of said real property and improvements in the legal description Exhibit “A”, attached hereto and incorporated herein by reference along with the furniture, fixtures and equipment thereon listed in Exhibit “B” attached hereto and incorporated herein by this reference.
NOW, THEREFORE, incorporating the above recitals herein, BUYER and SELLER mutually agree as follows:
1. AGREEMENT TO SELL AND PURCHASE. SELLER agrees to sell and BUYER agrees to purchase The Property i n accordance with all the covenants and conditions set forth in this Agreement.
Docusign Envelope ID: 08FFE1E4-A3FE-49FD-9EE7-9E93740769B3 ____________________________________________
CONTRACT TO PURCHASE REAL PROPERTY (ON THE MARKET)
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2. PURCHASE PRICE. The purchase price of TEN MILLION FIVE HUNDRED THOUSAND AND NO/100 ($10,500,000) is a product of negotiations and includes any and all claims by SELLER for compensation arising from this transaction including, but not limited to, relocation assistance benefits and loss of goodwill. Prior to the close of escrow BUYER shall deposit the purchase price and closing costs into an escrow account with an escrow company mutually agreed by BUYER and SELLER(herein “Escrow Holder”).
2.1 TITLE VI MANDATE AND CALTRANS DIRECTIVE The parties to this contract shall, pursuant to Section 21.7(a) of Title 49, Code of Federal Regulations, comply with all elements of Title VI of the Civil Rights Act of 1964.
This requirement under Title VI and the Code of Federal Regulations is to complete the USDOT-Non-Discrimination Assurance requiring compliance with Title VI of the Civil Rights Act of 164, 49 C.F.R Section50.3.
2.2 No person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity that is the subject of this Agreement.
3. DEPOSIT. Within TEN (10) business days of full execution of this Purchase Agreement BUYER shall deposit with Escrow holder a good faith deposit in the amount of TWO HUNDRED FIFTY THOUSAND AND NO/100 ($250,000) with “Escrow Holder”. The deposit will be placed in a non- interest- bearing account with the Escrow company.
3.1 The Deposit will be credited to the Purchase Price at close of escrow and shall become nonrefundable upon BUYER’s herein.
3.2 All funds on deposit shall be refundable to BUYER in the event the BUYER does NOT receive sufficient grant funding as outlined in section 4.1 below.
3.3 In the event BUYER terminates the Purchase Agreement or cancels Escrow after the removal of contingencies, other than for SELLER's default, the Deposit shall be retained by SELLER as liquidated damages, with no further obligation of reimbursement to BUYER.
3.4 In the event of SELLER’s default, the Deposit shall be returned to BUYER in full.
4. BUYER’S CONTINGENCIES. The closing of this transaction is contingent upon the satisfaction or waiver of the following contingencies.
Each of these contingencies must be satisfied prior to any obligation of the Docusign Envelope ID: 08FFE1E4-A3FE-49FD-9EE7-9E93740769B3 ____________________________________________
CONTRACT TO PURCHASE REAL PROPERTY (ON THE MARKET)
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BUYER to become effective. The failure to complete and waive these contingencies within the time stated, or within any mutually agreed extension of time, shall terminate this Agreement with no liability of BUYER for any direct or consequential damages.
4.1 Funding Contingency. The acquisition of the Property is to be funded with funds sought from State of California grant sources.
4.1.1 The grant application was submitted to the State of California in December of 2024.
4.1.2 Upon the request of the SELLER or upon receipt of feedback from the State, BUYER shall provide the SELLER with full transparency of the grant funding process until such time as the State has made known the final awards.
4.1.3 BUYER’s failure to provide any new information,
released by the State of California, about the grant award will be considered ‘BUYER Default’.
4.1.4 The BUYER’s funding contingency shall be in place through May 31, 2025. This date represents the estimated timeline, set by the State of California, for the grant to be awarded.
4.1.5 In the event the BUYER is NOT awarded a grant in the amount of at least TWENTY-TWO MILLION EIGHT HUNDRED SIXTY-SEVEN THOUSAND THREE HUNDRED AND FORTY-FIVE DOLLARS ($22,867,345) all deposits shall be refunded in full to the BUYER, and the terms and conditions set forth in this agreement shall be null and void.
4.1.6 Funding Contingency Extension. In the event the
BUYER has not secured the funding by May 31, 2025, BUYER shall have the right to extend the Funding Contingency Period for two consecutive periods of thirty (30) days each.
4.1.6.1 The extension will be requested by written
notice to SELLER, prior to the expiration of the Funding Contingency Period or first extension of the Funding Contingency Period, whichever is applicable.
4.1.6.2 Upon acceptance of an extension, by
the SELLER, t he BUYER must deposit additional funds in the amount of FIFTY THOUSAND AND N0/100 DOLLARS ($50,000) with Escrow Holder as an increased deposit for each approved 30- day extension of the Funding Contingency period.
Docusign Envelope ID: 08FFE1E4-A3FE-49FD-9EE7-9E93740769B3 ____________________________________________
CONTRACT TO PURCHASE REAL PROPERTY (ON THE MARKET)
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4.1.6.3 The Deposit for each extension shall be
governed under the same rules as the initial deposit.
4.2 City Council Approval. Approval of the P urchase
Agreement by the Bakersfield City Council to be completed on or before March 1, 2025.
4.3 Preliminary Title Report and Documents. Within TEN (10) business days of the opening of escrow, the following shall occur:
4.3.1 SELLER shall provide BUYER a preliminary title report (hereinafter “PTR”) concerning The Property, issued by Escrow Holder, together with copies of reproducible documents referred to in such PTR, if any;
4.3.2 SELLER shall provide BUYER copies of all currently effective unrecorded tenant leases, licenses , or other agreements known to SELLER and relating to The Property;
4.3.3 SELLER shall provide BUYER a copy of the agreement for the solar system and any other agreements for systems installed on site including but not limited to camera system, solar system, security and vending;
4.3.4 SELLER shall provide BUYER maintenance and
inspection records for improvements including but not limited to elevators and fire suppression systems;
4.3.5 BUYER shall deliver to Escrow Holder, its written approval or disapproval of any exceptions to title referred to in sections 4.3.1 and 4.3.2 above prior to 5:00 PM PT on March 17, 202 5. If, after receipt of disapproval of any exceptions to the title, SELLER does not elect to cure all of said exceptions, then BUYER shall have the right either to accept title to The Property subject to said exceptions, thereby waving any and all claims against SELLER by reason thereof, or to terminate this Agreement. BUYER shall give SELLER such written notice of BUYER’s election within the TEN (10) business days after receipt of SELLER ’s election not to cure. If BUYER elects to terminate this Agreement, thereafter neither SELLER nor BUYER shall have any further liability hereunder, except that BUYER shall be entitled to the prompt return of all funds deposited by BUYER with Escrow holder, less one-half ½ of reasonable Escrow Holder cancellation fees and costs and title company charges which BUYER hereby agrees to pay.
4.4 Due Diligence Period. Within NINETY (90) business days of execution of the PSA, unless extended in writing by both parties, the BUYER Docusign Envelope ID: 08FFE1E4-A3FE-49FD-9EE7-9E93740769B3 ____________________________________________
CONTRACT TO PURCHASE REAL PROPERTY (ON THE MARKET)
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shall perform any/all inspections they deem necessary to determine the condition of the Property. Removal of the contingencies or decision not to proceed with the purchase of The Property shall be done in writing and shall be at the BUYER’s sole and absolute discretion. In the event BUYER elects not to proceed with the purchase of The Property the PSA shall terminate, and the Deposit shall be returned to BUYER.
4.4.1 SELLER shall make available to BUYER all areas of the hotel including all rooms. BUYER shall be required to plan so any, and all occupants can be given proper notice as to not disrupt hotel operations.
4.5 Site Assessment. A favorable environmental site assessment to be performed by BUYER, at BUYER’s expense.
4.5.1 SELLER to provide to BUYER copies of any surveys, including the most recent ALTA survey of the land showing all physical conditions affecting the Property, as well as copies of occupancy permits, all existing and proposed easements, covenants, restrictions, agreements, or other documents which affect title to The Property that are known by the SELLER and that are not disclosed by the Preliminary Report, inventory of any personal property in SELLER’s possession, if any.
4.5.2 SELLER to provide to BUYER any and all engineering studies, soils reports, environmental reports, assessments and other such studies in SELLER’s possession, if any.
4.6 Right to Enter. Upon 48 hours notice from BUYER, SELLER shall grant BUYER and its agents or consultants the right to enter The Property to conduct tests and inspections and BUYER agrees to indemnify, SELLER from any liability associated with BUYER, or BUYER’s agents, vendors, etc. when entering upon the Property. BUYER shall indemnify SELLER from any liability associated with BUYER and BUYER’s vendors entering the Property.
4.7 SELLER shall ensure that copies of any documents or information pertaining to The Property which BUYER may reasonably request, and SELLER has available, is provided in a timely manner.
4.8 Inspections BUYER shall have the opportunity to conduct a thorough review, investigation and inspection of the physical, environmental, economic and legal condition of The Property as well as the laws regulations, covenants, conditions and restrictions affecting or governing the use of the Property and all other matters which a prudent BUYER of commercial real estate should review, investigate or inspect in the course of a due diligence review. BUYER shall indemnify and hold harmless the SELLER against any losses Docusign Envelope ID: 08FFE1E4-A3FE-49FD-9EE7-9E93740769B3 ____________________________________________
CONTRACT TO PURCHASE REAL PROPERTY (ON THE MARKET)
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actually suffered by SELLER to the extent it relates to BUYER’s gross negligence or willful misconduct in connection with investigations, testing, and on-site due diligence. The BUYER’s obligations under the PSA shall be contingent upon BUYER’s satisfaction and approval of all of the foregoing Due Diligence matters. If BUYER fails to approve any of the matters which are subject to BUYER’s Due Diligence review, BUYER shall have the right to cancel the PSA by written notice to SELLER on or before the expiration of the Due Diligence Period and have all deposits, including the Deposit, returned.
4.9 Seller’s Records. SELLER shall provide BUYER all
maintenance records for all equipment included in the Exhibit “B” being transferred to BUYER within FIFTEEN (15) days of execution of this agreement.
BUYER shall have through the end of the Due Diligence Period to review said records and disapprove of the condition of any said records. If BUYER fails to disapprove of any maintenance records prior to the expiration of the Due Diligence Period, BUYER shall accept the condition of the equipment with all Faults, except for any liens or encumbrances.
4.9.1 Any and all inspections BUYER chooses to perform or have performed shall be at BUYER’s expense. SELLER shall be relieved of any/all liability.
5. TITLE INSURANCE. At close of escrow , Escrow holder shall issue an ALTA Owners title policy covering The Property insuring title in BUYER’s name in an amount equal to the total purchase price.
5.1 The Title company for the ALTA Owner's title policy shall be SELLER’s choice and will be issued by ‘Ticor Title Company’.
6. DOCUMENTS. The delivery of all documents and the due performance by SELLER of each and every undertaking and agreement to be performed by SELLER under this Agreement.
7. MATERIAL CHANGE. No material change, as hereinafter defined, shall have occurred with respect to The Property which has not been approved in writing by BUYER. For purposes of this Agreement, a “material change” shall be a change in the status of the use, occupancy, tenants , or condition of The Property as reasonably expected by the BUYER , that occurs after the date of this Agreement and prior to the close of Escrow Holder. BUYER shall have twenty (20) days following receipt of written notice from any source of any such material change within which to approve or disapprove of the same. Unless otherwise notified, in writing by either party, Escrow Holder shall assume that no material change has occurred prior to the close of Escrow.
Docusign Envelope ID: 08FFE1E4-A3FE-49FD-9EE7-9E93740769B3 ____________________________________________
CONTRACT TO PURCHASE REAL PROPERTY (ON THE MARKET)
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7.1 Due to the duration for this transaction BUYER shall be allowed to perform a second inspection just prior to the closing of escrow to insure the Property, in its entirety, is still in the same condition as originally agreed upon.
8. NO EXISTING LEASES AND TENANCY STATEMENTS. SELLER represents that there are no leases, subleases , or rental arrangements a ffecting The property herein except for those with the BUYER (herein the “existing leases”) and there will be no undisclosed existing leases at the close of Escrow holder.
9. DISCLOSURE OF CONDITIONS. SELLER shall disclose all known conditions affecting The Property , and SELLER will provide to BUYER within five (5) business days of the parties’ execution of this Agreement all documents, reports, plans, and citations pertaining to The Property possessed by SELLER or SELLER’s employees, agents or contractors. BUYER will have ten (10) business days to review such disclosures and material and to determine whether BUYER will proceed with the purchase.
10. OTHER AGREEMENTS. SELLER shall within five (5) business days of the date of this Agreement provide BUYER with legible copies of all other agreements known to SELLER that will affect The Property after the closing.
11. UNRECORDED TITLE MATTERS. SELLER has no actual knowledge of any encumbrances, covenants, conditions, restrictions, easements, licenses, liens, charges, or other matters which affect the title of The Property that are not recorded in the Official Records of the Kern County Recorder.
11.1 Possessory Rights. SELLER has no knowledge that anyone or any entity will, at the time of closing, have any right to possession of The Property, except as disclosed by the SELLER in writing to BUYER.
All of the above contingencies are for the benefit of, and may be waived in writing by, BUYER and may be elsewhere herein referred to as “ BUYER’s contingencies.”
12. ADDITIONAL CONDITIONS.
12.1 UCC Search. In order to establish proof of clear title to the FF&E, Escrow Holder, shall open a Bulk Sale escrow along with the land purchase and publish a Notice to Creditors pursuant to the Laws of the State of California, and obtain a UCC search and a title report and/or a report from the Secretary of State’s Office as to filings of security interests covering the Improvements.
Docusign Envelope ID: 08FFE1E4-A3FE-49FD-9EE7-9E93740769B3 ____________________________________________
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12.2 BUYER and SELLER warrant there is no business being transferred herein and there is no stock in trade being sold. Only Furniture Fixtures & Equipment (FF&E) and Real Property.
12.3 Conveyance of interest in improvements. Escrow Holder is instructed to prepare and SELLER agrees to execute a Bill of Sale for all FF&E and will also convey from SELLER to BUYER all of SELLER’s interest in and to the Improvements, which conveyance shall be free and clear of all recorded and unrecorded encumbrances, liens, assessments, leases, and taxes.
12.4 Prior to the close of escrow, Escrow Holder, BUYER, and SELLER shall provide separate the land value from the value of the FF&E and provide Escrow Holder with the value of the FF&E which is subject to Sales Tax.
12.5 Escrow Holder is authorized and instructed to charge BUYER and credit SELLER for the amount required for sales tax and forward said amount to the State of California Board of Equalization at the close of Escrow for payment of sales tax on FF&E.
12.6 All equipment titles shall be free and clear from all liens and encumbrances and shall be signed over to BUYER and deposited with Escrow holder prior to close of escrow. Said original titles and registrations shall be transferred to BUYER at close of escrow.
12.7 Alcoholic Beverage License. BUYER is not purchasing the Type 41- ON-SALE BEER AND WINE license owned by the SELLER and assigned to The Property. Prior to close of escrow SELLER shall process paperwork with Alcoholic Beverage Control to remove said License from The Property.
12.8 Termination of License/Affiliation/Brand Agreement. BUYER and SELLER acknowledge that the Property is encumbered by a “License Agreement” between SELLER and Country Inns & Suites by Carlson, Inc. (“Licensor”). SELLER shall be solely responsible for all fees and costs associated with the termination.
12.8.1 SELLER shall initiate the termination process with Licensor and provide BUYER proof of said initiation prior to the close of escrow.
In the event the License Agreement has not been fully terminated prior to close of escrow, Escrow Holder shall be instructed to hold ONE MILLION DOLLARS ($1,000,000) from SELLER’s proceeds until full termination of the License Agreement and Licensor releases all FF&E being transferred to the BUYER in this transaction. In the event Licensor requires SELLER to surrender any FF&E, included in this agreement to Licensor then BUYER shall be compensated for the replacement costs of any FF&E not transferred to Buyer Docusign Envelope ID: 08FFE1E4-A3FE-49FD-9EE7-9E93740769B3 ____________________________________________
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through a reimbursement of funds deducted out of the ONE MILLION DOLLARS ($1,000,000) being held in escrow.
12.9 Solar Contract. According to SELLER there is an agreement signed between SELLER, GreenDay Finance(GDF), and their contractors, for installation of an additional 150KWH to160KWH system to be added to the existing 42.5 kWH Solar Carport. SELLER states there is a reimbursement of ONE HUNDRED FIFTY THOUSAND DOLLAR ($150,000) due to RPGold for all costs incurred. The BUYER and SELLER agree to allow the contractor on the solar project to complete the installation of additional carport sections and roof panels for which the plans have already been submitted to the City of Bakersfield Building Department for final revision and approval. So long as BUYER is not responsible for any construction costs BUYER shall not be entitled to this $150,000 reimbursement to be given by GDF Solar upon completion.
BUYER requires the solar project to be completed in full including but not limited to final sign off by the City of Bakersfield Building Department, the system energized and online with PG&E, and with all consideration for the installation paid to the GDF Solar by SELLER prior to the close of escrow. In the event BUYER and SELLER are prepared to close escrow and are awaiting the completion of the solar project, BUYER reserves the right, but shall not be obligated, to elect to close escrow prior to the solar project completion.
12.10 1031 or 1033 Exchange. SELLER may dispose of the Property by means of an exchange for like-kind property qualifying for tax-deferred treatment pursuant to Internal Revenue Code Section 1031 or 1033 whichever is applicable. So long as it would not change the Contingency Period or the Closing Date, the parties shall cooperate with each other in effectuating its exchange(s).
13. SELLER’S WARRANTIES. SELLER hereby makes the following warranties and representations to BUYER which shall survive t he closing and delivery of the Grant Deed for a period of five (5) years;
13.1 Authority of SELLER. SELLER warrants and represents that they are the sole owners, in fee simple, of and have the right and legal ability to transfer said property t the BUYER as set forth in this Agreement;
13.2 Legal Proceedings. SELLER has no knowledge of any actions, lawsuits , or proceedings pending or threatened before any commission, board, bureau, agency, arbitrator, court, or tribunal that would affect The Property or the right to occupy or utilize same;
13.3 Bankruptcy Proceedings. SELLER is not the subject of a bankruptcy, insolvency, or probate proceeding and has no notice o r Docusign Envelope ID: 08FFE1E4-A3FE-49FD-9EE7-9E93740769B3 ____________________________________________
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knowledge that any tenant, lessee, or other person/entity possessing an interest in The Property is the subject of a bankruptcy or insolvency proceeding.
14. CONVEYANCE OF TITLE. SELLER agrees to convey to BUYER marketable fee simple title to The Property free and clear of all recorded and unrecorded liens , encumbrances, assessments, easements, licenses, leases, and taxes, excepting those agreed to in writing by BUYER . The amount of any bond or assessment which is a lien shall be paid by SELLER, subject to approval of title report. SELLER shall execute a Grant Deed which conveys clear title to The Property to BUYER and deliver same to E scrow Holder at least FIFTEEN (15) days prior to close of escrow. Any and all water and mineral rights accruing to The Property shall also be transferred to BUYER without reservation. Further, SELLER acknowledges that the purchase of The Property includes all abutters’ rights of SELLER’s remaining property adjacent to The Property.
15. CLOSING COSTS.
15.1 BUYER herein agrees to pay BUYER’s usual costs and charges in this transaction which may include but are not limited to one- half (½) the standard and customary escrow fees.
15.2 SELLER herein agrees to pay all SELLER ’s usual costs and charges in this transaction which may include but are not limited to the costs to clear title ½ standard and customary escrow fees, ALTA Owners Title policy.
16. TAX EXEMPT AGENCY. All parties hereto acknowledge that the BUYER Is a public entity and exempt from payment of any real property taxes.
Therefore, SELLER acknowledges that they are solely responsible for payment of any and all real property taxes due through the date of close of escrow, including any pending supplemental bills.
16.1 In the event that the current year's property tax bill has been Issued at the time of the close of escrow, Es crow Holder is authorized and instructed to pay any and all installments, currently due, along with any delinquencies. Escrow holder Is instructed to NOT prorate said taxes. Any potential refund due to the SELLER , for partial tax period ownership, will be at the sole discretion of the Kern County Tax Collector and be refunded by the County as per their guidelines. BUYER and Escrow holder are not responsible for the same.
16.2 In the event the close of escrow occurs after July 1 and before the new tax bill has been Issued, Escrow holder Is authorized and instructed to prorate taxes based on the last available tax bill and forward the prorated amount to the BUYER at close of escrow. BUYER will accept Docusign Envelope ID: 08FFE1E4-A3FE-49FD-9EE7-9E93740769B3 ____________________________________________
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responsibility to forward said prorations to the Kern County Tax Collector once the bills are created. SELLER herein agrees to forward to BUYER any tax bills they receive from the County of Kern.
17. ESCROW HOLDER INSTRUCTIONS. Within THIRTY (30) business days of execution of this Agreement by all parties, each shall deliver to the E scrow Holder any appropriately executed Escrow holder instructions or file a written protest detailing what instructions are not acceptable. This Agreement shall serve as the parties’ instructions to the Escrow Holder and shall become part of the Escrow Holder instructions for consummation of the purchase and sale of The Property. BUYER and SELLER agree to execute such additional and supplementary instructions as may be appropriate or required by Escrow Holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between this Agreement and any additional or supplementary Escrow holder instructions, the terms of this Agreement shall control, unless the parties jointly agree to the contrary. Said Escrow holder instructions are incorporated herein by this reference.
18. CLOSING DATE. Close of Escrow holder shall be the later of i) within twenty (20) business days after BUYER’s satisfaction of all contingencies set forth herein, unless extended by mutual written agreement of both parties , final inspections, City approval, and all lien releases or ii) within TEN (10) days of BUYER’s receipt and verification that SELLER has initiated the Affiliation agreement termination.
19. POSSESSION OF SELLER’S PARCEL. SELLER agrees to give possession of The Property to BUYER at the close of escrow, at which time The Property will be totally vacated and cleared of all debris, encumbrances and tenancies.
20. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party’s right to enforce such a provision at a later time, and shall not serve to vary the terms of this Agreement.
21. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement, its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California.
22. TIME. Time is of the essence in this Agreement.
23. BROKERS AND FINDERS. BUYER and SELELR agree that there is no broker, finder or intermediary with whom they have dealt in connection with this contemplated transaction other than Matthew E. Starr of ASU CRE Partners, Docusign Envelope ID: 08FFE1E4-A3FE-49FD-9EE7-9E93740769B3 ____________________________________________
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Inc., a California corporation doing business as ASU Commercial (" BUYER's Broker"), who represents BUYER and Vishesh Sharma of Century 21 Commercial Union Realty Co. (" SELLER's Broker"), who represents the SELLER . Each party agrees to indemnify, hold harmless and defend the other party against all claims for fees, commissions or other compensation claimed to be due to any broker, finder or intermediary with whom the indemnifying party may have dealt in connection with the transaction contemplated by this letter. SELLER shall pay BUYER's Broker a commission in the amount of one and a half percent (1.5%) of the Purchase Price from the sales proceeds upon Closing, without right of reimbursement from BUYER.
24. MERGER AND MODIFICATION. This Agreement sets forth the entire Agreement between the parties and sup ersedes all other oral or written representations. This Agreement may be modified only in a writing approved by the City Council and signed by all the parties.
25. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represents and warrants that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.
26. EXECUTION. This Agreement is effective upon execution. It is the product of negotiation and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement.
27. EXHIBITS. In the event of a conflict between the terms, conditions or specifications set forth in this Agreement and those in exhibits attached hereto, the terms, conditions or specifications set forth in this Agreement shall prevail. All exhibits to which reference is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached.
28. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement.
29. HAZARDOUS MATERIALS.
29.1 SELLER knows of no hazardous material(s) stored, dumped or in any way placed in, on, over or about The Property. SELLER knows of no activities, either public or private, wherein SELLER or a third party has placed or dumped any hazardous material of any nature in, on, over, or about The Property. SELLER takes full responsibility for cleaning up any hazardous material Docusign Envelope ID: 08FFE1E4-A3FE-49FD-9EE7-9E93740769B3 ____________________________________________
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placed in, on or about The Property at any time prior to BUYER taking title and will fully indemnify, defend, and hold BUYER , and BUYER ’s Council, Mayor, officers, agents, representatives, employees, successors, and assigns, harmless from any and all liability, claims, actions, injuries, losses, causes of action or demands whatsoever arising from hazardous materials found in, on, over, or about The Property placed prior to BUYER taking title.
29.2 As used herein, the term “hazardous material” shall mean any hazardous or toxic wastes listed in the United States Department of Transportation Hazardous Materials Table (49 CFR Section 172.101) or by the United States Environmental Protection Agency as Ha zardous Substances (40 CFR Part 3.02) and amendments thereto, or any substances, materials, and wastes that are or become regulated under any applicable local, state, or federal law.
30. ASSIGNMENT. Neither this Agreement nor any rights, interests, duties, liabilities, obligations or responsibilities arising out of, concerning or related in any way to this Agreement (including, but not limited to, accounts, actions, causes of action, claims, damages, demands, liabilities, losses, obligations, or reckonings of any kind or nature whatsoever, for compensatory or exemplary and punitive damages, or declaratory, equitable or injunctive relief, whether based on contract, equity, tort or other theories of recovery provided for by the common or statutory law) may be assigned or transferred by any party. Any such assignment is prohibited and shall be unenforceable and otherwise null and void without the need for further action by the non- assigning party or parties.
31. BINDING EFFECT. The rights and obligations of this Agreement will inure to the benefit of, and be binding upon, the parties to the Agreement and their heirs, administrators, executors, personal representatives, successors, and assigns.
32. INTERPRETATION. Whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural.
33. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which will be considered as an original and be effective as such
34. NON-INTEREST. No officer or employee of BUYER shall hold any interest in this Agreement (California Government Code section 1090).
Docusign Envelope ID: 08FFE1E4-A3FE-49FD-9EE7-9E93740769B3 ____________________________________________
CONTRACT TO PURCHASE REAL PROPERTY (ON THE MARKET)
Updated – March 21, 2023
-- Page 14 of 16 Pages --
35. NOTICES. All notices relative to this Agreement shall be given in writing and shall be personally served or sent by certified or registered mail and be effective upon actual personal service or depositing in the United States mail. The parties shall be addressed as follows or at any other address designated by notice:
To BUYER: CITY OF BAKERSFIELD
Attention: City Manager’s Office
1600 Truxtun Avenue
Bakersfield, CA 93301
To: SELLER: ASHA DESAI IRREVOCABLE TRUST
Attn: DILIP O. DESAI, TRUSTEE
24068 Corte La Brocha,
Santa Clarita, CA 91354
36. TAX EFFECT. None of the parties (nor such parties’ counsel or accountants) has made or is making in this Agreement any representation to any other party (or such party’s counsel or accountants) concerning any of the tax effects or consequences on the other party of the transactions provided for in this Agreement. Each party represents that it has obtained, or may obtain, independent tax advice with respect thereto and upon which it, if so obtained, has solely relied.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, the day and year first-above written.
“BUYER” “SELLER”
CITY OF BAKERSFIELD ASHA DESAI IRREVOCABLE TRUST
By:__________________________ By:_______________________________ KAREN GOH DILIP O. DESAI
Mayor Trustee
Docusign Envelope ID: 08FFE1E4-A3FE-49FD-9EE7-9E93740769B3
____________________________________________
CONTRACT TO PURCHASE REAL PROPERTY (ON THE MARKET)
Updated – March 21, 2023
-- Page 15 of 16 Pages --
APPROVED AS TO FORM:
VIRGINIA GENNARO
City Attorney
By:___________________________
VIRGINIA GENNARO
City Attorney
APPROVED AS TO CONTENT:
CITY MANAGER’S OFFICE
By:___________________________
ANTHONY VALDEZ
Assistant City Manager
COUNTERSIGNED:
By:__________________________
RANDY MCKEEGAN
Finance Director
Attachments: Exhibit “A” – Legal Description
Exhibit “B” – Equipment List
Docusign Envelope ID: 08FFE1E4-A3FE-49FD-9EE7-9E93740769B3
____________________________________________
CONTRACT TO PURCHASE REAL PROPERTY (ON THE MARKET)
Updated – March 21, 2023
-- Page 16 of 16 Pages --
Exhibit “A”
For APN/Parcel ID(s): 023-050-40-00-8 and 023-050-39-00-8
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF BAKERSFIELD, COUNTY OF KERN, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
Parcel 1:
The South 100 feet of the West 428 feet of the North half of the Southwest quarter of the Northwest quarter of Section 12, Township 30 South, Range 27 East, Mount Diablo Base and Meridian, in the City of Bakersfield County Kern, State of California, according to the Official Plat thereof.
APN: 023-050-40-00
Parcel 2:
The South 100 feet of the East 100 feet of the West 528 feet of the North half of the Southwest quarter of the Northwest quarter of Section 12, Township 30 South, Range 27 East, Mount Diablo and Meridian, in the City of Bakersfield, County of Kern, State of California, according to the Official Plat thereof.
APN: 023-050-39-00
Docusign Envelope ID: 08FFE1E4-A3FE-49FD-9EE7-9E93740769B3 FF&E Country Inn & Suites Bakerfield, CA
Guest Room Quantity Room Bathroom: Quantity Business Center Quantity Exterior Quantity King size mattress 31 Whirlpool Jacuzzi 8 Computer 1 Solar carport 3 King premium mattresss 11 Walk-in shower Tubs 13 Keyboard 1 Solar panels 1 Queen size mattress 26 Handicap walk in showers 3 Printer 1 Charging station 1 Double(full bed) mattress 22 Baththubs shower 42 Desk chair 1 20 ft Lights 12 Frames 90 Shower system 66 Picture frame 3 Mounted lights 14 Headboard 90 Shower handrail 3 Water Fountain 1
Total Bed set 90 Handicap shower bench 3 Front Desk Electronic Gate 1 Sofa 52 Sink and Faucet 66 Ceiling dropdown
Mounted lights
3 Waste dumpster 1
Pull out Bed from soft 52 Vanity 66 Computers 2 Pylon sign 1 Single seat chair 65 LED mirror, bathroom 63 Key programmer read 1 Building sign 1 ACs/Heater 66 Standard mirrors, bathroom 3 Tablets 2 Trash cans 3 Pull out Bed 52 Overhead LED lamps
bathroom
9 Printer 2 Fence 1
Nightstands 132 Toilet 66 Monitor 4 Barb Wire 1
Pillows 360 Picture frame 132 Key board 3 Entrance tap 4 Sheets 180 Shower rod 54 Picture frame 4 Handicap signs 3 Towels 450 Shower curtains 54 Tall chair 1
Night stand LED Lamp 132 Electric stapler 1 Swimming Pool Area Entryway bench 66 Hotel Interior Hallway Phone system 1 Swimming Pool 1 Cabinet(TV stand area) 66 Cameras(exterior as well) 30 Table 1 Heated Jacuzzi 1 TV(remote included) 102 Overhead hallway LED
Lights
34 Plaques 5 Swimming Pool shower 1
Standing LED Lamp 66 Wall mount led lights 63 Outdoor chairs 8 Desk 65 Guest Washer 1 Breakfast Room/
Lounge, Bar
Entrance lock 1
Desk LED lamp 65 Guest Dryer 1 Low tables 8 Fence 1
Desk Chair 66 Wifi Access Points 3 Low Chairs 13 Fence lamps 8 Coffee maker 66 Air freshener dispenser 9 High table 1
Fridge(built in freezer) 65 High chairs 9 Maintenance
Mirror 58 Lobby Ceiling dropdown
Mounted lights
4 Fire alarm 1
Iron board 66 Sofa 1 Picture frame 18 Elevator 2
Iron 66 TV 1 Kitchen hood 1 Elevator control units 2
Trash can 132 Standing lamp 1 3 comportment sink 2 Water heaters 5 Ceiling lights 92 Coffee Table 1 Microwave 1 Rooftop HVAC unit 2 Window curtain 50 Ceiling light 10 Mini-cookie oven 1 Rooftop exhausts 4 Telephone 66 Extended chair and footrest 1 Commercial freezer 1 Skylights 4 Door Hinge and parts 82 LED Chandelier 1 Commercial fridge 2 Aprox tools 25 Gift shop fridge 1 dual fridge/freezer 1
Meeting room 1 Mini-Freezer 1 Beer chiller/dispenser 1 Housekeer Storage Room
Chairs 32 Cabinet 1 Wine rack 1 Camera unit 1
Foldup tables 10 Kitchen rack 2 Housekeeper carts 5
Podium 1 Guest Restroom in Lobby Steel table 1 Linen Shelves 6 Sofa 1 Toilet 1 Exit sign 10 Equipment Shelf 1
Kitchenette fridge/freezer 1 Urinal 1
- stove 1 Sink/vanity 1 Fitness Room Manager Office
- cabinets 1 Baby changing pad 1 Multi-cable gym 1 Computer 1 - kitchen sink 1 Toilet roll dispenser 1 Treadmill 2 Printer 1 Laundry Room 1 Soap dispenser 1 Eliptical 1 Desk 1
Commercial Washer 1 Paper towel dispenser 1 Dumbbells 20 Chair 1 Commercial Dryer 1 Mirrors 2 Dumbell rack 1 Scanner 1
Deep sink 1 Light 4 Water dispenser 1 Lamp 1
Trash 2 Trash 1
Picture frame 1 Towel disposal 1
Handle bar 1 A/C 1
Docusign Envelope ID: 08FFE1E4-A3FE-49FD-9EE7-9E93740769B3