AGREEMENT NO. _2025-027(FFE)_
AGREEMENT FOR ACQUISITION OF TENANT-SELLER’S
INTEREST IN REAL PROPERTY
THIS AGREEMENT is entered into this day of , 2026 by and between the CITY OF BAKERSFIELD (hereinafter called City), and RP GOLDEN STATE MGT, LLC, a California limited liability company who is doing business as COUNTRY INN & SUITES(hereinafter called Tenant -Seller) for the acquisition by City of certain interests in personal and real property described herein.
WHEREAS, The Bakersfield City Council Approved Agreement No. 2025-027 on February 26, 2025, between CITY and DILIP O. DESAI, TRUSTEE OF THE ASHA DESAI IRREVOCABLE TRUST DATED JULY 8, 2010 (hereinafter called Property Owner), for the purchase of the real property , all furniture, fixtures, equipment , and leasehold improvements (hereinafter called “ FFE” or “improvements” ) for the property located at 2310 Wible Road, Bakersfield, California (APN 023-050-40 and 023-050-39); and
WHEREAS, it has been determined that the FFE is owned by Tenant-Seller; and
WHEREAS, CITY and Property Owner have entered into Amendment 1 to Agreement 2025 -027 wherein they have agreed to allocate the ownership interest and sales price between the real property, and FFE; and, NOW, THEREFORE, incorporating the foregoing recitals herein, City and Tenant-Seller mutually agree to the following terms and conditions for the sale of the FFE as follows:
1. AGREEMENT. Tenant-Seller agrees to sell and convey to City, and City agrees to purchase and acquire from Tenant -Seller, upon the terms and for the consideration set forth in this Agreement, (a) all right, title and interest, in and to certain improvements , including fixtures and equipment (collectively “FFE”) located in, on, or affixed in any manner to the premises known and numbered as 2310 Wible Road, Bakersfield , California (“ Premises”) which Premises are part of that real property described in Exhibit A attached hereto, located in the City of Bakersfield, County of Kern, State of California , (“Property”), and (b) any tenancy interest of Tenant-Seller (“Tenancy Interest”) in and to the Premises and the Property. The Improv ements to be conveyed by Tenant-Seller are a part of the Premises, and specifically include, without Docusign Envelope ID: 16F70207-4C75-470F-85AE-8412B39D55BC
limitation, the items described in the list of Improvements Pertaining to the Realty attached hereto as Exhibit B (“Improvements”). The Improvements and the Tenancy Interest are being acquired by City from Tenant-Seller for a public purpose in connection with the Calm Horizons Project.
2. FUNDING CONTINGENCY. The acquisition of the Property is intended to be partially funded with funds sought from State of California grant sources.
3. PURCHASE PRICE. The total purchase price, payable in cash through this Agreement, shall be the sum of:
ONE MILLION ONE HUNDRED EIGHTY THOUSAND AND NO/100 DOLLARS ($1,180,000.00) (“Purchase Price”)
4. CONVEYANCE OF INTEREST IN TENANCY INTEREST. Tenant-Seller agrees to execute a Quitclaim Deed in favor of City (“Quitclaim Deed”), relinquishing, releasing, and forever quitclaiming to City all right title and interest in and to the Tenancy Interest.
5. CONVEYANCE OF INTEREST IN IMPROVEMENTS. The Quitclaim Deed will also convey from Tenant -Seller to City all of Tenant -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. Unless otherwise provided, recording of the Quitclaim Deed and Closing (as defined below) of the transaction described herein shall be subject to Tenant -Seller’s vacation of the Premises and proof of clear title to all said Improvements having been obtained and received by City in accordance with this Agreement.
6. CITY COUNCIL APPROVAL. Approval of the purchase agreement by the Bakersfield City Council.
7. CERTIFICATION OF OWNERSHIP. Tenant -Seller hereby warrants and certifies under penalty of perjury that Tenant -Seller is the owner of the Improvements and that no document has been signed by or on behalf of Tenant-Seller for the purpose of creating any lien, encumbrance, or security interest in any of the Improvements, and that the Tenant-Seller does not know of any claim of lien, encumbrance, or other security interest therein, EXCEPT: ( a) Trust Deeds on the P roperty, duly recorded; and ( b) real and personal property taxes.
8. PERMISSION TO ENTER PREMISES. Tenant -Seller hereby grants City or its authorized agent’s permission to enter upon the Premises at all reasonable times prior to C losing of this transaction for the purpose of making necessary inspections. City shall be provided with access approximately 48 hours prior to Docusign Envelope ID: 16F70207-4C75-470F-85AE-8412B39D55BC
close of escrow to verify t he Property and the Improvements are in the same condition and all FFE is present.
9. ADDITIONAL CONDITIONS.
9.1 BULK SALE/UCC SEARCH. In order to establish proof of clear title to the Improvements and FF&E, a Bulk Sale Escrow shall be opened with Cynthia Moller at Glen Oaks Escrow ( hereinafter Escrow) and shall run concurrently with the real property purchase. Escrow shall record 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
9.2 Prior to the close of escrow, Tenant-Seller shall provide Escrow with the value of the FFE which is subject to Sales Tax.
9.3 City and TENANT-SELLER warrant there is no business being transferred herein and there is no stock in trade being sold, only the FFE.
9.4 Alcoholic Beverage License. City is not purchasing the Type 41- ON-SALE BEER AND WINE license owned by the Property Owner or TENANT- SELLER and assigned to the PROPERTY. Prior to close of escrow Property Owner or TENANT-SELLER shall process paperwork with Alcoholic Beverage Control to remove said License from The Property.
9.5 All equipment titles shall be free and clear from all liens and encumbrances and shall be signed over to City and deposited with Escrow holder prior to close of escrow. Said original titles and registrations shall be transferred to City at close of escrow.
9.6 TERMINATION OF AFFILIATION/BRAND AGREEMENT.
City and Tenant-Seller acknowledge that the Property and FFE is encumbered by a “License Agreement” between Tenant-Seller, Property Owner, and Country Inns & Suites by Carlson, Inc. (“Licensor”). Tenant-Seller or Property Owner shall be solely responsible for all fees and costs associated with the termination.
Tenant-Seller and Property Seller shall initiate the termination process with Licensor and provide City 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 the proceeds of one of the two escrows until full termination of the License Agreement and Licensor releases all FF&E being transferred to the City in this transaction. In the event Licensor requires Tenant - Seller and Property Owner to surrender any FF&E, included in this agreement , to Docusign Envelope ID: 16F70207-4C75-470F-85AE-8412B39D55BC
Licensor then City shall be compensated for the replacement cost s of any FF&E not transferred to City through a reimbursement of funds deducted out of the ONE MILLION DOLLARS ($1,000,000) being held in escrow.
10 CLOSING COSTS. City herein each agree to pay usual and customary costs and charges in this transaction which may include but are not limited to one- half (½) the standard and customary escrow fees.
10.1 Escrow is authorized and instructed to charge City and credit Tenant-Seller for the amount required for Sales tax and forward said amount to the State of California Board of Equalization at close of Escrow for payment of sales tax on FF&E.
10.2 Tenant-Seller herein agrees to pay all Tenant -Seller usual costs and charges in this transaction which may include but are not limited to the costs to clear title and ½ standard and customary escrow fees.
11 TAX EXEMPT AGENCY. All parties hereto acknowledge that the City Is a public entity and exempt from payment of any real property taxes.
Therefore, Tenant -Seller acknowledges that they are solely responsible for payment of any/all property taxes due to the Kern County Treasurer Tax Collector through the date of close of escrow, Including any pending supplemental bills.
11.1 In the event that the current year's tax bill has been Issued at the time of close of escrow, escrow 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 Tenant-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. CITY and Escrow holder are not responsible for same.
11.2 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 CITY at close of escrow. CITY will accept responsibility to forward said prorations to the Kern County Tax Collector once the bills are created. Tenant-Seller herein agrees to forward to CITY any tax bills they receive from the County of Kern.
12 CONCURRENT CLOSE: The closing of this transaction is subject to and contingent upon the closing of the transaction for the real property and the transfer of sufficient funds from the real property transaction to City 's account Docusign Envelope ID: 16F70207-4C75-470F-85AE-8412B39D55BC
herein to complete this transaction. City agrees to execute any necessary authorization to transfer said funds.
13 RECORDING. Recordation of any documents delivered through this Agreement is authorized if necessary or proper, upon acceptance by City as described herein.
14 CITY and Tenant-Seller warrant there is no business being transferred herein and there is no stock in trade being sold. Only Furniture Fixtures & Equipment and Real Property.
15 CONFLICTING INTERESTS. In the event any conflicting claim of title or any security interest or lien of any kind is discovered or asserted as to any of the Improvements, City shall, upon receiving notice or knowledge thereof, withhold an amount otherwise payable to Tenant-Seller as is reasonably necessary, in the sole opinion of City, to protect City against such claim of interest or lien. The withholding of such funds shall not prevent C losing of this transaction if the total funds to be withheld from Tenant -Seller do not exceed the net amount to be paid to Tenant-Seller through this transaction. City will not pay out the withheld funds or disburse any withheld funds to any claimant or other party (except upon court order or levy) without the written consent of Tenant-Seller.
A general creditor ’s claim shall not be deemed to be a claim against any specific item of Improvements and Tenant-Seller hereby agrees to accept all responsibility therefore. Unless otherwise provided, it shall be presumed that Tenant-Seller is entitled to payment under this transaction for the Improvements. I t shall be presumed that the P roperty owner is the owner of all improvements, fixtures and equipment associated with the Premises other than the Improvements transferred herein.
16 CLOSING; PURCHASE PRICE ADJUSTMENTS. Recording of the Quitclaim Deed and disbursement by ESCROW will constitute “Closing” of this transaction. At Closing, ESCROW will pay the Purchase Price to Tenant -Seller, less any costs incurred including but not limited to the following adjustments:
16.1 Pay and charge Tenant-Seller for any and all current and/or delinquent taxes and any penalties and interest thereon, and for any delinquent or non -delinquent assessments or bonds against the Improvements and the Tenancy Interest.
16.2 Pay and charge Tenant-Seller for any amount necessary to place title in the condition necessary to satisfy this Agreement.
16.3 Disburse funds when conditions of this Agreement have been satisfied by City and Tenant-Seller.
Docusign Envelope ID: 16F70207-4C75-470F-85AE-8412B39D55BC
17 FULL AND COMPLETE SETTLEMENT. Tenant -Seller hereby acknowledges that the compensation paid to Tenant -Seller through this Agreement constitutes the full and complete settlement of any and all claims against City, resulting from or arising out of City’s acquisition of the P roperty and the Tenancy Interest and any dislocation of Tenant-Seller from the Premises , specifically including, but not limited to the value of the I mprovements, leasehold improvements, any and all claims for rental or leasehold value and loss of business goodwill, if any, and any and all claims in inverse condemnation and for precondemnation damages, and any and all other claim s that Tenant- Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by City of the Property, the Improvements and the Tenancy Interest ( but excluding relocation benefits to which Tenant -Seller may be entitled) . Tenant -Seller and City and each and all of their agents , representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries (collectively “Releasees”) , hereby release the other party, and its Releasees, and each of them from any and all obligations, liabilities, claims, costs, expenses, demands, debts , controversies, damages, causes of action, including without limitation those relating to just compensation or damages which any of them now have, or might hereafter have by reason of any matter or thing arising out of or in any way relat ed to any condemnation action affecting the Property, the Improvements and the Tenancy Interest.
18 ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542.
Tenant-Seller acknowledges that it has been advised by its attorneys concerning, and is familiar with, the provisions of California Civil Code §1542, which provides as follows:
“A general release does not extend to claims which the
creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if
known by him or her must have materially affected his
or her settlement with the debtor.”
Tenant-Seller acknowledges that it and any others acting on its behalf herein may have sustained damage, loss, cost, or expenses that are presently unknown and unsuspected and which may give rise to additional damages, loss, costs, or expenses in the future. Nevertheless, Tenant-Seller acknowledges that this Agreement has been negotiated and agreed upon in light of that situation and hereby expressly waives any and all rights which it or others acting on its behalf may have under California Civil Code §1542, or under any statute or common law or equitable principle of similar effect.
Tenant-Seller: __________
Docusign Envelope ID: 16F70207-4C75-470F-85AE-8412B39D55BC
19 SURVIVAL OF RIGHTS AND OBLIGATIONS. Notwithstanding the releases contained herein and agreement concerning this transaction, all the rights and obligations created under and pursuant to this Agreement shall survive the execution of the Agreement , the releases contained herein and the Closing of this transaction.
20 WARRANTIES, REPRESENTATIONS AND COVENANTS OF TENANT-SELLER.
Tenant-Seller hereby warrants, represents, and/or covenants to City that:
20.1 To the best of Tenant -Seller’s knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Improvements, the Tenancy
Interest or any portion thereof, at law or in equity , before any court or governmental agency.
20.2 Until the C losing, Tenant-Seller shall maintain the Improvements, the FFE and the Premises in good condition and state of repair and maintenance and shall perform all of its obligations under any service contracts or other contracts affecting the Improvements and the Premises.
20.3 Until the C losing, Tenant-Seller shall not do anything which would impair Tenant -Seller’s title to the Premises, the Improvements, the FFE or the Tenancy Interest.
20.4 All utilities including gas, electricity , water, sewage, and telephone, are available to the Premises, and to the best of Tenant-Seller’s knowledge, all such items are in good working order.
20.5 To the best of Tenant -Seller’s knowledge, neither the execution of this Agreement nor the performance of the
obligations herein will conflict with, or violate any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or instrument to which Tenant-Seller, the Premises, the Improvements or the Tenancy Interest may be subject.
20.6 Until the Closing, Tenant-Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this agreement not to be true as of C losing, immediately give written notice of such fact or condition to City.
21 HAZARDOUS WASTE. Neither Tenant-Seller nor, to the best of Tenant- Seller’s knowledge, any previous owner, tenant, occupant or user of the Docusign Envelope ID: 16F70207-4C75-470F-85AE-8412B39D55BC
Property or the Premises, has used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials (“Hazardous Materials”) on, under, in, or about the Property or the Premises , or transported any Hazardous Materials to or from the Property or the Premises.
Tenant-Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from the Premises.
The term “ Hazardous Material s” shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a “ hazardous waste”, “extremely hazardous waste ”, or “restricted hazardous waste ” under §25115, §25117 or §25122.7, or listed pursuant to § 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as “hazardous substance” under §25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley-Tanner Hazardous Substance Account Act), (iii) defined as a “hazardous material”, “hazardous substance”, or “hazardous waste ” under §25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a “ hazardous substance ” under §25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated byphenyls, (viii) listed under Article 9 or defined as “ hazardous” or “extremely hazardous ” pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a “ hazardous substances” pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a “ hazardous waste ” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et seq. (42 U.S.C. S6903) or (xi) defined as a “ hazardous substances ” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42.
U.S.C. S6901, et seq. (42 U.S.C. S6901).
22 COMPLIANCE WITH ENVIRONMENTAL LAWS. To the best of Tenant- Seller’s knowledge, the Premises and its use complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state and local laws pertaining to air and water quality, hazardous waste, waste disposal and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations and ordinances of the City within which the subject Property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Docusign Envelope ID: 16F70207-4C75-470F-85AE-8412B39D55BC
Control Board, the Environmental Protection Agency and all applicable federal, state and local agencies and bureaus.
23 INDEMNITY. Tenant -Seller agrees to indemnify, defend and hold City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys ’ fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in, or about, or the transportation of any such materials to or from, the Premises, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Premises. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment . This indemnity extends only to acts or omissions of Tenant-Seller herein.
24 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.
24.1 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.
25 BANKRUPTCY PROCEEDINGS. Tenant-Seller is not the subject of a bankruptcy, insolvency, or probate proceeding and has no notice or knowledge that any tenant, lessee, or other person/entity possessing an interest in The Property is the subject of a bankruptcy or insolvency proceeding.
26 LEGAL PROCEEDINGS. Tenant -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
Docusign Envelope ID: 16F70207-4C75-470F-85AE-8412B39D55BC
27 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
28 ATTORNEYS’ FEES. If legal action is required in order to construe or enforce any provision of this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as its attorneys’ fees and costs.
29 TIME. Time is of the essence in this Agreement.
30 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.
31 BROKERS AND FINDERS. CITY 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, Inc., a California corporation doing business as ASU Commercial ("CITY's Broker"), who represents CITY 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 CITY '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 CITY.
32 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.
33 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.
34 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.
Docusign Envelope ID: 16F70207-4C75-470F-85AE-8412B39D55BC
35 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.
36 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.
37 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.
38 INTERPRETATION. Whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural.
39 NON-INTEREST. No officer or employee of City shall hold any interest in this Agreement (California Government Code section 1090).
40 COUNTERPARTS. This Agreement may be executed in counterparts and when so executed by both parties, each counterpart will constitute an original document.
41 BINDING EFFECT. The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto.
42 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, Docusign Envelope ID: 16F70207-4C75-470F-85AE-8412B39D55BC
independent tax advice with respect thereto and upon which it, if so obtained, has solely relied.
43 ENTIRE AGREEMENT. This Agreement contains the entire agreement between both parties ; neither party relies upon any warranty or representation not contained in this Agreement.
44 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 City: CITY OF BAKERSFIELD
Attention: City Manager’s Office
1600 Truxtun Avenue
Bakersfield, CA 93301
To: TENANT-SELLER: RP GOLDEN STATE MGT, LLC
Attn: DILIP O. DESAI
__________________________________
ADDRESS
___________________________________
CITY, STATE ZIP
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, the day and year first-above written.
CITY: TENANT-SELLER:
CITY OF BAKERSFIELD RP GOLDEN STATE MGT, LLC
By:_______________________________ By: ________________________________
KAREN GOH
Mayor Name: _____________________________
Its: _______________________________
Docusign Envelope ID: 16F70207-4C75-470F-85AE-8412B39D55BC
ASHA DESAI
Managing Member
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
VIRGINIA GENNARO
City Attorney
By:___________________________ By:___________________________ VIRGINIA GENNARO JENNIFER M. BYERS
City Attorney Economic Development Director
COUNTERSIGNED:
By:__________________________
RANDY MCKEEGAN
Finance Director
LIST OF EXHIBITS
Exhibit A - Legal Description of Property
Exhibit B - Improvements Pertaining to the Realty
Exhibit C - Quitclaim Deed
Docusign Envelope ID: 16F70207-4C75-470F-85AE-8412B39D55BC
A-1
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
Real property in the City of Bakersfield, County of Kern, State of California, described as follows:
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: 16F70207-4C75-470F-85AE-8412B39D55BC B-1
EXHIBIT B
IMPROVEMENTS PERTAINING TO THE REALTY TO BE VERIFIED AND
MUTUALLY SIGNED OFF IN ESCROW
Docusign Envelope ID: 16F70207-4C75-470F-85AE-8412B39D55BC Exhibit C
EXHIBIT C
QUITCLAIM DEED
(See Attached)
Docusign Envelope ID: 16F70207-4C75-470F-85AE-8412B39D55BC
RECORDING REQUESTED BY
AND FOR THE BENEFIT OF AND
WHEN RECORDED MAIL TO:
City of Bakersfield
Attn: City Clerk
1600 Truxtun Avenue
Bakersfield, CA 93301
No recording fee required: SPACE ABOVE THIS LINE FOR RECORDER’S USE
Exempt pursuant to Code 27383
QUITCLAIM DEED
The undersigned Grantor(s) declare(s) that the DOCUMENTARY TRANSFER TAX IS: $ 0 County $ 0 City $ 0 ____ Computed on the consideration or value of property conveyed; ____ Computed on the consideration or value less encumbrance remaining at time of sale.
X Grantee is Exempt Gov’t Agency (Gov’t Code Sec. 27383)
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, RP GOLDEN STATE MGT, LLC, a California limited liability company ( “GRANTOR”) do(es) hereby REMISE, RELEASE AND FOREVER QUITCLAIM to CITY OF BAKERSFIELD , a municipal corporation (“Transferee”), all right, title and interest (including any leasehold interest of Grantor) in and to (a) the real property described in Exhibit “1” attached hereto ( “Property”); and (b) those improvements owned by Grantor constituting Improvements Pertaining to the Realty ( “Conveyed Improvements” ) more particularly described in Exhibit “2” attached hereto. As to any of the Conveyed Improvements that may be considered personal property, this Quitclaim Deed constitutes a bill of sale conveying title to such Conveyed Improvements to Transferee. Grantor also confirms by this Quitclaim Deed that Grantor has no ownership interest in any other Improvements Pertaining to the Realty located at the Property. The Property and the Conveyed Improvements are located in the City of Bakersfield, County of Kern, State of California, and is described as follows:
SEE EXHIBIT “1” AND EXHIBIT “2” ATTACHED HERETO AND
BY THIS REFERENCE MADE A PART HEREOF
IN WITNESS WHEREOF, Grantor has caused its name to be affixed hereto and this instrument to be executed by its duly authorized officer.
Date:
Date:
GRANTOR:
RP GOLDEN STATE MGT, LLC
Docusign Envelope ID: 16F70207-4C75-470F-85AE-8412B39D55BC
EXHIBIT “1”
(to Quitclaim Deed)
LEGAL DESCRIPTION
Real property in the City of Bakersfield, County of Kern, State of California, described as follows:
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: 16F70207-4C75-470F-85AE-8412B39D55BC
CITY OF BAKERSFIELD
CERTIFICATE OF ACCEPTANCE
THIS IS TO CERTIFY that the interest in real property conveyed by the QUITCLAIM DEED, dated _________________ from RP GOLDEN STATE MGT, LLC , a California Limited Liability Company Transferor, to City of Bakersfield, Transferee, a municipal corporation and governmental agency, is hereby accepted by the undersigned officer or agent on behalf of the City of Bakersfield, pursuant to authority conferred by City Council Resolution No. 52-96, adopted on May 8, 1996, and amended on March 11, 2026 the Grantee, by its duly authorized officer, consents to recordation thereof.
DATED: _____________
By _______________________________
Christian Clegg
City Manager
City of Bakersfield, California
Docusign Envelope ID: 16F70207-4C75-470F-85AE-8412B39D55BC Certificate Of Completion
Envelope Id: 16F70207-4C75-470F-85AE-8412B39D55BC
Status: Completed
Subject: Complete with Docusign: Wible road ffe agreement Final.pdf Source Envelope:
Document Pages: 19
Signatures: 2
Envelope Originator:
Certificate Pages: 5
Initials: 2
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
3/30/2026 9:28:03 AM
Holder: City Clerk's Office
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Signer Events
Signature
Timestamp
ASHA DESAI
[email protected]
Managing Member
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address:
2607:fb91:4a2:c35c:5107:ea53:7f97:1365
Signed using mobile
Sent: 3/30/2026 9:32:52 AM
Viewed: 3/30/2026 10:57:54 AM
Signed: 3/30/2026 10:58:47 AM
Electronic Record and Signature Disclosure:
Accepted: 3/30/2026 10:57:54 AM
ID: 5ff55fdf-8b72-41a4-ac99-8186b25b0d5a
Jennifer M. Byers
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.46.226.5
Sent: 3/30/2026 10:58:49 AM
Viewed: 3/30/2026 11:20:05 AM
Signed: 3/30/2026 11:20:15 AM
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 11:20:16 AM
Viewed: 3/30/2026 11:55:04 AM
Signed: 3/30/2026 11:56:23 AM
Electronic Record and Signature Disclosure:
Accepted: 3/30/2026 11:55:04 AM
ID: edd3620d-6685-4c2e-815c-b6482a6b7c3e
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
3/30/2026 9:32:52 AM
Certified Delivered
Security Checked
3/30/2026 11:55:04 AM
Signing Complete
Security Checked
3/30/2026 11:56:23 AM
Completed
Security Checked
3/30/2026 11:56:23 AM
Payment Events
Status
Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Bakersfield (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.
Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/28/2022 10:51:05 AM Parties agreed to: ASHA DESAI, Jennifer M. Byers, Jena Covey Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.
How to contact City of Bakersfield:
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:
To contact us by email send messages to: [email protected]
To advise City of Bakersfield of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your account preferences.
To request paper copies from City of Bakersfield
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Bakersfield
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
Until or unless you notify City of Bakersfield as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Bakersfield during the course of your relationship with City of Bakersfield.