AMENDMENT TO AGREEMENT
S:\RealProperty\Buildings\care facility\wible\Agreement\AmendmentToAgreement.doc Updated – August 2025
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AGREEMENT NO. 2025-027(1)
AMENDMENT NO. [1] TO
AGREEMENT NO. 2025-027
This AMENDMENT NO. 1 TO AGREEMENT NO. 2025-027 is made and entered into on ________________, by and between the CITY OF BAKERSFIELD, a municipal corporation (referred to herein as “BUYER” or “CITY”), and DILIP O. DESAI, TRUSTEE OF THE ASHA DESAI IRREVOCABLE TRUST DATED JULY 8, 2010 (hereinafter “SELLER”).
R E C I T A L S
WHEREAS, CITY and SELLER entered into Agreement No. 2025-027; and
WHEREAS, the parties desire to amend Agreement No. 2025-027 to allocate the ownership interest and sales price between T he Property and the furniture, fixtures, equipment and leasehold improvements (hereinafter “ FFE”); and
WHEREAS, it has been determined that the FFE is owned by RP GOLDEN STATE MGT, LLC, a California limited liability company who is doing business as COUNTRY INN & SUITES (hereinafter called “TENANT-SELLER”); and
WHEREAS, SELLER understands and agrees the purchase price for the FFE shall be governed by a separate agreement between the CITY with TENANT - SELLER.
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and SELLER mutually agree as follows:
1. Section 2 of Agreement No. 2025- 027 entitled “PURCHASE PRICE” is hereby amended to read as follows:
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, all FFE , relocation assistance benefits, and loss of goodwill. Prior to the close of escrow CITY shall deposit the purchase price and closing costs into an escrow account Docusign Envelope ID: 6332F704-5049-44EB-A422-C0EC6B0AB503
AMENDMENT TO AGREEMENT
S:\RealProperty\Buildings\care facility\wible\Agreement\AmendmentToAgreement.doc Updated – August 2025
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with an escrow company mutually agreed by CITY and SELLER (herein “Escrow Holder”).
2.1 The sales price shall be allocated as follows:
NINE MILLION THREE HUNDRED TWENT Y THOUSAND AND
NO/100 ($9,320,000) to SELLER for T he Property and ONE MILLION ONE HUNDRED EIGHTY THOUSAND AND NO/100 ($1,180,000) to the Tenant - Seller for the FFE.
2.2 SELLER understands and agrees that the purchase price for the FFE shall be governed by a separate agreement between the CITY and Tenant -Seller.
2.3 TITLE VI MANDATE AND 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.
2.4 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 contract.
2. Section 8 of Agreement No. 2025- 027 entitled “ NO EXISTING LEASES AND TENANCY STATEMENTS.” is hereby amended to read as follows:
8. NO EXISTING LEASES AND TENANCY STATEMENTS. SELLER
represents that there are no leases, subleases, or rental arrangements effecting The property herein except for those with TENANT-SELLER and there will be no undisclosed existing leases at the close of Escrow holder.
3. Section 11.1 of Agreement No. 2025 -027 entitled “Possessory Rights.” is hereby amended to read as follows:
11.1 SELLER has no knowledge that anyone or any entity other than Tenant-Seller will at the time of the closing, have any right to possession of The Property, Furniture, Fixtures, Equipment, or leasehold interest.
Docusign Envelope ID: 6332F704-5049-44EB-A422-C0EC6B0AB503
AMENDMENT TO AGREEMENT
S:\RealProperty\Buildings\care facility\wible\Agreement\AmendmentToAgreement.doc Updated – August 2025
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All of the above contingencies are for the benefit of, and may be waived in writing by, CITY and may be elsewhere herein referred to as “ CITY’s contingencies.”
4. Section 12.3 of Agreement No. 2025- 027 entitled “ Conveyance of interest in improvements.” is hereby amended to read as follows:
12.3 Conveyance of interest in improvements. Escrow holder to prepare and SELLER agrees to execute a Bill of Sale and Quitclaim Deed relinquishing and releasing all FFE and will also convey from SELLER to CITY all of SELLER’s interest in and to the Improvements, and to any tenancy interest. Said conveyance shall be free and clear of all recorded and unrecorded encumbrances, liens, assessments, leases, and taxes.
5. Section 12.11 is hereby added to Agreement No. 2025- 027 entitled “Solar Modifications.” is hereby amended to read as follows:
12.11 Solar modifications. Escrow holder is authorized and instructed to debit SELLER and credit CITY the amount of $175,000 at close of escrow.
Said credit due to the CITY is to compensate the CITY for the significant reduction in solar panels being installed by Greenday Finance(GDF) and more particularly described in the change order with Greenday Finance dated 12/16/2025 of the Solar Power Purchase Agreement
100620RGS1618571277.
SELLER further indemnifies and holds CITY Harmless against any potential mechanics liens due to the installation of the solar or reduction in the size of the solar project. SELLER shall indemnify, defend, and hold harmless CITY and CITY’s officers, agents and employees against any and all liability, claims, actions, causes of action or demands whatsoever against them, the property or any of them, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by GDF or GHF’s Contractor’s, employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of said Agreement whether or not caused in part by a party indemnified hereunder, except for CITY’s sole active negligence or willful misconduct.
6. Section 15.3 is hereby added to Agreement No. 2025-027 entitled “Concurrent Close.” is hereby amended to read as follows:
Docusign Envelope ID: 6332F704-5049-44EB-A422-C0EC6B0AB503
AMENDMENT TO AGREEMENT
S:\RealProperty\Buildings\care facility\wible\Agreement\AmendmentToAgreement.doc Updated – August 2025
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15.3 Concurrent Close: The closing of this escrow is subject to and contingent upon the concurrent closing of the Escrow for the FFE. Escrow Holder shall transfer the portion of the sales price for sale of the FFE from the Real Property escrow to CITY’s account in the FFE escrow to complete this transaction. City and SELLER agree to execute any necessary authorization to transfer said funds.
6. Except as amended herein, all provisions of Agreement No. 2025 - 027 shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Agreement No. 2025-027 to be executed the day and year first above written.
“CITY” “SELLER”
CITY OF BAKERSFIELD THE ASHA DESAI IRREVOCABLE TRUST
By:____________________________ By:_________________________________ KAREN GOH DILIP O. DESAI
Mayor Trustee
APPROVED AS TO CONTENT:
By:____________________________
JENNIFER M. BYERS
Economic Development Director
APPROVED AS TO FORM: COUNTERSIGNED:
(Deputy) City Attorney:_______________________ Finance Director: _____________________
VIRGINIA GENNARO RANDY MCKEEGAN
Docusign Envelope ID: 6332F704-5049-44EB-A422-C0EC6B0AB503
AMENDMENT TO AGREEMENT
S:\RealProperty\Buildings\care facility\wible\Agreement\AmendmentToAgreement.doc Updated – August 2025
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AGREEMENT NO. 2025-027(1)
AMENDMENT NO. [1] TO
AGREEMENT NO. 2025-027
This AMENDMENT NO. 1 TO AGREEMENT NO. 2025-027 is made and entered into on ________________, by and between the CITY OF BAKERSFIELD, a municipal corporation (referred to herein as “BUYER” or “CITY”), and DILIP O. DESAI, TRUSTEE OF THE ASHA DESAI IRREVOCABLE TRUST DATED JULY 8, 2010 (hereinafter “SELLER”).
R E C I T A L S
WHEREAS, CITY and SELLER entered into Agreement No. 2025-027; and
WHEREAS, the parties desire to amend Agreement No. 2025-027 to allocate the ownership interest and sales price between T he Property and the furniture, fixtures, equipment and leasehold improvements (hereinafter “ FFE”); and
WHEREAS, it has been determined that the FFE is owned by RP GOLDEN STATE MGT, LLC, a California limited liability company who is doing business as COUNTRY INN & SUITES (hereinafter called “TENANT-SELLER”); and
WHEREAS, SELLER understands and agrees the purchase price for the FFE shall be governed by a separate agreement between the CITY with TENANT - SELLER.
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and SELLER mutually agree as follows:
1. Section 2 of Agreement No. 2025- 027 entitled “PURCHASE PRICE” is hereby amended to read as follows:
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, all FFE , relocation assistance benefits, and loss of goodwill. Prior to the close of escrow CITY shall deposit the purchase price and closing costs into an escrow account Docusign Envelope ID: 6332F704-5049-44EB-A422-C0EC6B0AB503
AMENDMENT TO AGREEMENT
S:\RealProperty\Buildings\care facility\wible\Agreement\AmendmentToAgreement.doc Updated – August 2025
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with an escrow company mutually agreed by CITY and SELLER (herein “Escrow Holder”).
2.1 The sales price shall be allocated as follows:
NINE MILLION THREE HUNDRED TWENT Y THOUSAND AND
NO/100 ($9,320,000) to SELLER for T he Property and ONE MILLION ONE HUNDRED EIGHTY THOUSAND AND NO/100 ($1,180,000) to the Tenant - Seller for the FFE.
2.2 SELLER understands and agrees that the purchase price for the FFE shall be governed by a separate agreement between the CITY and Tenant -Seller.
2.3 TITLE VI MANDATE AND 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.
2.4 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 contract.
2. Section 8 of Agreement No. 2025- 027 entitled “ NO EXISTING LEASES AND TENANCY STATEMENTS.” is hereby amended to read as follows:
8. NO EXISTING LEASES AND TENANCY STATEMENTS. SELLER
represents that there are no leases, subleases, or rental arrangements effecting The property herein except for those with TENANT-SELLER and there will be no undisclosed existing leases at the close of Escrow holder.
3. Section 11.1 of Agreement No. 2025 -027 entitled “Possessory Rights.” is hereby amended to read as follows:
11.1 SELLER has no knowledge that anyone or any entity other than Tenant-Seller will at the time of the closing, have any right to possession of The Property, Furniture, Fixtures, Equipment, or leasehold interest.
Docusign Envelope ID: 6332F704-5049-44EB-A422-C0EC6B0AB503
AMENDMENT TO AGREEMENT
S:\RealProperty\Buildings\care facility\wible\Agreement\AmendmentToAgreement.doc Updated – August 2025
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All of the above contingencies are for the benefit of, and may be waived in writing by, CITY and may be elsewhere herein referred to as “ CITY’s contingencies.”
4. Section 12.3 of Agreement No. 2025- 027 entitled “ Conveyance of interest in improvements.” is hereby amended to read as follows:
12.3 Conveyance of interest in improvements. Escrow holder to prepare and SELLER agrees to execute a Bill of Sale and Quitclaim Deed relinquishing and releasing all FFE and will also convey from SELLER to CITY all of SELLER’s interest in and to the Improvements, and to any tenancy interest. Said conveyance shall be free and clear of all recorded and unrecorded encumbrances, liens, assessments, leases, and taxes.
5. Section 12.11 is hereby added to Agreement No. 2025- 027 entitled “Solar Modifications.” is hereby amended to read as follows:
12.11 Solar modifications. Escrow holder is authorized and instructed to debit SELLER and credit CITY the amount of $175,000 at close of escrow.
Said credit due to the CITY is to compensate the CITY for the significant reduction in solar panels being installed by Greenday Finance(GDF) and more particularly described in the change order with Greenday Finance dated 12/16/2025 of the Solar Power Purchase Agreement
100620RGS1618571277.
SELLER further indemnifies and holds CITY Harmless against any potential mechanics liens due to the installation of the solar or reduction in the size of the solar project. SELLER shall indemnify, defend, and hold harmless CITY and CITY’s officers, agents and employees against any and all liability, claims, actions, causes of action or demands whatsoever against them, the property or any of them, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by GDF or GHF’s Contractor’s, employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of said Agreement whether or not caused in part by a party indemnified hereunder, except for CITY’s sole active negligence or willful misconduct.
6. Section 15.3 is hereby added to Agreement No. 2025-027 entitled “Concurrent Close.” is hereby amended to read as follows:
Docusign Envelope ID: 6332F704-5049-44EB-A422-C0EC6B0AB503
AMENDMENT TO AGREEMENT
S:\RealProperty\Buildings\care facility\wible\Agreement\AmendmentToAgreement.doc Updated – August 2025
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15.3 Concurrent Close: The closing of this escrow is subject to and contingent upon the concurrent closing of the Escrow for the FFE. Escrow Holder shall transfer the portion of the sales price for sale of the FFE from the Real Property escrow to CITY’s account in the FFE escrow to complete this transaction. City and SELLER agree to execute any necessary authorization to transfer said funds.
6. Except as amended herein, all provisions of Agreement No. 2025 - 027 shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Agreement No. 2025-027 to be executed the day and year first above written.
“CITY” “SELLER”
CITY OF BAKERSFIELD THE ASHA DESAI IRREVOCABLE TRUST
By:____________________________ By:_________________________________ KAREN GOH DILIP O. DESAI
Mayor Trustee
APPROVED AS TO CONTENT:
By:____________________________
JENNIFER M. BYERS
Economic Development Director
APPROVED AS TO FORM: COUNTERSIGNED:
(Deputy) City Attorney:_______________________ Finance Director: _____________________
VIRGINIA GENNARO RANDY MCKEEGAN
Docusign Envelope ID: 6332F704-5049-44EB-A422-C0EC6B0AB503 Certificate Of Completion
Envelope Id: 6332F704-5049-44EB-A422-C0EC6B0AB503
Status: Completed
Subject: Complete with Docusign: AmendmentToAgreement.pdf, AmendmentToAgreement.pdf Source Envelope:
Document Pages: 8
Signatures: 2
Envelope Originator:
Certificate Pages: 5
Initials: 1
City Clerk's Office
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
[email protected]
IP Address: 174.46.226.5
Record Tracking
Status: Original
3/27/2026 5:02:33 PM
Holder: City Clerk's Office
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
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Signature
Timestamp
Dilip O. Desai
[email protected]
MEMBER
Aditri Hotels LLC
Security Level: Email, Account Authentication
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Signature Adoption: Drawn on Device
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Signed using mobile
Sent: 3/27/2026 5:05:12 PM
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Signed: 3/27/2026 11:26:39 PM
Electronic Record and Signature Disclosure:
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ID: e9123519-140a-401c-b62b-a20bf1351049
Jennifer M. Byers
[email protected]
Security Level: Email, Account Authentication
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Signature Adoption: Pre-selected Style
Using IP Address: 174.46.226.5
Sent: 3/27/2026 11:26:40 PM
Resent: 3/30/2026 4:08:04 PM
Viewed: 3/30/2026 4:29:46 PM
Signed: 3/30/2026 4:30:00 PM
Electronic Record and Signature Disclosure:
Accepted: 5/26/2023 10:13:24 AM
ID: ab9ab9e6-74d8-43a0-b6e5-e1f3271042ea
Jena Covey
[email protected]
RISK MANAGER
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.203.43.94
Sent: 3/30/2026 4:30:02 PM
Viewed: 3/30/2026 5:05:48 PM
Signed: 3/30/2026 5:06:33 PM
Electronic Record and Signature Disclosure:
Accepted: 3/30/2026 5:05:48 PM
ID: a5cec40f-c074-4291-9411-dbba813ec952
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Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
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