REQUEST FOR PROPOSALS NO. 26-036
FOR
SALE OF CITY OWNED VACANT PROPERTIES
Approved for Release:
CITY OF SANT A ANA
PUBLIC WORKS AGENCY
20 Civic Center Plaza
Santa Ana, CA 92701
Hayley Gilbert
Project Manager
[email protected]
� Rodolfo Rosas, P. E.
�
cting Executive Director
Public Works Agency
KEY RFP DATES: The schedule below is tentative and subject to change at the discretion of City, with appropriate notice to prospective Proposers.
Issue Date:
Pre-Proposal Meeting:
Deadline for Questions:
Proposal Due Date:
Anticipated Project Award Date:
Wednesday, March 18, 2026
N/A
Wednesday, April 8, 2026, 2:00 P.M.
Wednesday, April 20, 2026, 2:00 P.M.
Varies
EXHIBIT 2
CITY OF SANTA ANA
TABLE OF CONTENTS
I. BACKGROUND........................................................................................................................... 3 II. OVERVIEW OF PROJECT.......................................................................................................... 3 III. TERM OF AGREEMENT............................................................................................................. 3 IV. MINIMUM QUALIFICATIONS...................................................................................................... 3 V. GENERAL PROPOSAL INFORMATION ..................................................................................... 4 VI. PROPOSAL RESPONSE INSTRUCTIONS................................................................................. 6 VII. SAMPLE AGREEMENT .............................................................................................................. 8 VIII. SELECTION PROCEDURES & CRITERIA ................................................................................. 8 IX. AWARD OF AGREEMENT........................................................................................................ 10
EXHIBITS
Exhibits provided herein for Proposers’ reference only.
EXHIBIT I – SCOPE OF SERVICES
EXHIBIT II – SAMPLE AGREEMENT
EXHIBIT III – SAMPLE RIGHT OF ENTRY
EXHIBIT IV – PARCEL LOCATION MAPS
EXHIBIT V – PROPERTY BID FORM
CITY OF SANTA ANA
I. BACKGROUND
The City of Santa Ana, California, is rich in culture and pride, the county seat of Orange County, and encompasses an area of approximately 27 square miles. For more information, please visit https://www.santa-ana.org/
II. OVERVIEW OF PROJECT
The City of Santa Ana (City) is seeking Proposals from qualified firms and organizations (Proposers) for the development of vacant properties. See EXHIBIT I for complete Scope of Services.
The term “Vendor”, “Proposer”, “Firm”, “Consultants”, and “Contractor” shall refer to any legal entity or entities submitting a Proposal in response to this Request for Proposals (RFP).
III. TERM OF AGREEMENT
The anticipated term of the agreement is for an initial period of one (1) year. The City may, at its discretion, extend the agreement with the same or more limited scope of required services for four (4) additional one (1) year periods, upon mutual agreement contingent upon City Council approval, or City Manager or City Attorney authorization, as appropriate. The total term of the awarded agreement shall not exceed five (5) years.
Usage is not guaranteed. Execution of an agreement between the City and successful firm(s) and/or individual(s) does not guarantee work throughout the duration of the contract period.
Numerous factors will be evaluated by the City in its delivery of project and assignments, including technical expertise required.
IV. MINIMUM QUALIFICATIONS
See scope of services for additional detail.
1) Contractor must have been in business continuously for the most recent five (5) years prior to the date of this RFP.
2) Minimum three (3) most recent years of experience performing similar services as those detailed in the Scope of Services section of this RFP.
CITY OF SANTA ANA
V. GENERAL PROPOSAL INFORMATION
A. SUBMITTAL INSTRUCTIONS
It is the responsibility of the Proposer to ensure that any Proposals submitted have been uploaded to PlanetBids prior to the RFP due date and time. Proposals, including all required sections and forms, shall be submitted electronically via the City’s Bid Management System, PlanetBids. Additionally, it is a requirement that five (5) hard copy Proposals be delivered to the Public Works Agency drop box located on the first floor of Ross Annex across from the Development Permit counter in an enclosed sealed envelope and marked clearly with the following:
Gentle note: staff will not timestamp or sign any hard copy deliveries as the electronic submittal by the deadline is suffice. For further instructions regarding hard copy submission of Proposals, refer to PlanetBids.
PlanetBids will not accept late Proposals and no exceptions shall be made. Proposers will receive an e-bid confirmation number with a time stamp from PlanetBids indicating that their Proposal was submitted successfully. The City will only receive and consider those Proposals that were transmitted successfully. Submit Proposal online at:
http://www.planetbids.com/portal/portal.cfm?CompanyID=20137.
Proposer shall be solely responsible for informing itself with respect to the proper utilization of the bid management system, for ensuring the capability of their computer system to upload the required documents, and for the stability of their internet service. Failure of the Proposer to successfully submit an electronic Proposal shall be at the Proposer’s sole risk and no relief will be given for late and/or improperly submitted Proposals. Proposers experiencing any technical difficulties with the bid submission process may contact PlanetBids at (818) 992- 1771. Questions of an operational nature may be directed to the City’s assigned Buyer.
Neither the City, nor PlanetBids, makes any guarantee as to the timely availability of assistance, or assurance that any given problem will be resolved by the bid submission deadline.
All notifications, updates and addenda will be posted online on PlanetBids at https://www.planetbids.com/portal/portal.cfm?CompanyID=20137. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive Proposal.
B. COMMUNICATION / CONTACT WITH CITY STAFF
Unless otherwise authorized herein, Proposers who are considering submitting a Proposal in response to this RFP, or who submit a Proposal in response to this RFP, are only to communicate with the assigned Project Coordinator(s), and no other City staff about this RFP “SEALED PROPOSAL FOR
SALE OF CITY OWNED VACANT PROPERTIES
RFP NO. 26-036
IN THE CITY OF SANTA ANA
DO NOT OPEN WITH REGULAR MAIL.”
City of Santa Ana
Attn.: Hayley Gilbert
Public Works Agency; M-36
20 Civic Center Plaza; Ross Annex
Santa Ana, CA 92701
CITY OF SANTA ANA
from the date this RFP is issued until a contract is awarded. The City will provide all official communication concerning this RFP in writing via the City’s Bid Management System, PlanetBids.
The City will not be responsible for or bound by any oral communication or any other information or contact that occurs outside the official communication process specified herein, unless confirmed in writing by the designated Project Manager(s).
C. REQUEST FOR INFORMATION OR CLARIFICATION / QUESTIONS Questions regarding this RFP shall be submitted via PlanetBids. Responses to all questions will be posted on PlanetBids no later than the date and time shown at the schedule of key RFP dates on the cover page of this RFP. All prospective Proposers are advised to visit PlanetBids on a regular basis as responses may be posted earlier than the date above (if applicable). No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP.
Significant interpretations or clarifications and responses to questions received by the deadline will be addressed via addenda to this RFP, which will be released and posted on PlanetBids under the “Addenda/Emails” tab.
D. EXCEPTIONS
Requests submitted for City’s consideration of proposed terms and conditions, including modifications to the City’s RFP and/or Contract terms and conditions must be submitted by the deadline for questions. Such requests should include an attachment in Word or PDF format on formal company letterhead that shows the requested modifications. Should the Proposer be considered for award recommendation and progress into the negotiations phase, the requests for exceptions or modifications to the City’s terms and conditions will be discussed at that time. The City will not accept any requests after the deadline for questions and reserves the right to reject or strike any requests for exceptions or additional terms and conditions related to Agreement, RFP, and insurance and indemnification terms and conditions.
E. ADDENDA
Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on City’s PlanetBids system, https://www.planetbids.com/portal/portal.cfm?CompanyID=20137.
Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation.
F. UNDERSTANDING PROPOSAL
It is the responsibility of each Proposer to inquire about any criteria, condition, term, provision, or requirement of the RFP that the Proposer does not understand. Responses to inquiries, if they significantly change or clarify the RFP requirements or any aspect of the procurement process, will be forwarded by addenda to all Proposers. The City will not be bound by any oral responses to inquiries. By submitting Proposals, Proposers assert that they have fully read the RFP and any addenda issued by the City, the proposed Contract and any other Contract Documents, and affirm that the terms and conditions stated therein are fully understood and are acceptable to the Proposer. Each Proposer accepts the terms and conditions of the Contract Documents and indicates their ability and willingness to perform the requested services under such terms and conditions. Any exceptions to the terms and conditions set forth in the Contract Document shall be submitted to the City by the deadline to submit requests for information or clarification/questions set forth herein.
CITY OF SANTA ANA
G. WITHDRAWALS
Proposers are responsible for verifying all prices and information before submitting a Proposal. Prior to the Proposal due date, the Proposer or Proposer’s representative may withdraw the Proposal by providing written notice of the Proposal withdrawal to the Buyer(s).
Verbal or telephonic withdrawals are not permissible.
H. PROTEST PROCEDURES
Only respondents who have actually submitted a Proposal may file a “protest” to an RFP with the City’s Purchasing Department. In order for a Proposer’s protest to be considered valid, the protest must:
1. Be filed in writing before 5:00 p.m. of the 5th business day following the posting of RFP Results/Notice of Intent to Award on the City’s online bidding system;
2. Clearly identify the specific irregularity or accusation;
3. Clearly identify the specific City staff determination or recommendation being protested;
4. Specify, in detail, the grounds of the protest and the facts supporting the protest; and
5. Include all relevant, supporting documentation with the protest at time of filing.
If the protest does not comply with each of these requirements, it will be rejected as invalid. If the protest is valid, the City’s Purchasing Manager, or other designated City staff member, shall review the basis of the protest and all relevant information. The decision from the Purchasing Manager, or her/her designee, is final and no further appeals will be considered.
VI. PROPOSAL RESPONSE INSTRUCTIONS
Proposals are to be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this RFP. Emphasis should be concentrated on conformance to RFP instructions, responsiveness to the RFP requirements, and on completeness and clarity of content. Digital dividers and clear organization of content and material are encouraged.
1. Statement of Qualifications (SOQ)
SOQ must include a Table of Contents and be limited to a maximum of 20 pages (excluding City’s required Certifications listed in Section VIII below; Proposal Cover Letter, section dividers, table of contents, front/back cover pages). Font size shall be no less than 11. The page limitation includes all appendices, attachments, and supplemental information. Additionally, SOQ must include the following:
a. Cover Letter
Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. Include type of business entity.
Cover Letter shall not exceed one page.
Cover letter must be addressed to the following City Project Manager:
Hayley Gilbert, Public Works Projects Manager
CITY OF SANTA ANA
City of Santa Ana – Public Works Agency; M-36
20 Civic Center Plaza
Santa Ana, CA 92701
b. Services Provided
Proposal shall include a Scope of Services and Schedule which detail the work phase to be completed, the tasks to be accomplished, the deliverables to be provided, the schedule/timeline to complete the project, and how they meet the needs of the City as described in EXHIBIT I – Scope of Services.
c. Agreement Statement
Proposal shall include a statement outlining your concurrence or reference to concerns previously submitted with any and all provisions as contained in EXHIBIT II – Sample Agreement of this RFP (if any).
d. Firm and Team Experience
Proposal shall include a profile of the firm’s experience including the following:
i. A general description of the firm, including size and number of employees working directly with the City on this agreement.
ii. Firm’s nearest address serving the City of Santa Ana and headquarters address.
iii. Name and contact information of the supervising Project Manager/Principal Agent, to be assigned to the agreement. The Project Manager/Principal Agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited to an interview. iv. Resumes for all key staff proposed describing relevant experience. e. Proposed Work Plan/Understanding of Need
Proposal shall include a statement demonstrating the firm’s understanding of the Scope of Services.
Additionally, proposed work plan shall include Proposers’:
i. Anticipated approach to performing services as specified herein; ii. Suggestions or special concerns the evaluation committee should take into consideration (if any);
iii. Description of deliverables and implementation plan. Proposer shall submit a detailed and concise project description, implementation plan, and timeline.
The project description of the proposed development should include the narrative, preliminary site plan and renderings if available (e.g., size of building and square footage of specific components, nature of improvements, number of parking spaces, development plan, anticipated materials and design style, circulation patterns, loading/service provisions) to be built on the site. Information should be included about the anticipated type of tenants expected. For all projects, the narrative must also address the development concept for the site, current zoning, and anticipated development costs.
2. Cost Proposal
CITY OF SANTA ANA
All Proposers are required to submit a deposit in the form of a cashier’s check, treasurer’s check or bank draft of any state or national bank, payable to the City of Santa Ana, in the amount of One Percent (1%) of the total bid amount for each parcel with the Cost Proposal. If bidding on multiple properties, multiple deposit checks will be required.
Further details are provided in EXHIBIT I – Scope of Services.
Pricing instructions should be clearly defined to ensure fees proposed can be compared and evaluated. Cost Proposal must include a payment schedule if applicable. City reserves the right to negotiate compensation and/or payment schedule prior to award of any resulting agreement. When applicable, if providing hourly rate sheets, Proposer shall not include rate ranges or averages.
The City shall not provide reimbursement for travel-related expenses, mileage, parking, lodging, meals, incidental fees, insurance, freight/shipping and handling/delivery, and any other business expenses, supplies and materials related to providing services as specified herein. Additional costs will not be considered and will not be reimbursed by the City, therefore, such costs must be absorbed in Proposer’s cost Proposal fee structure.
Any language related to travel reimbursement shall be stricken from the document by the City and if not stricken, shall be deemed invalid.
Proposals shall be valid for a minimum of one hundred eighty (180) days following Proposal deadline. The cost for developing the Proposal is the sole responsibility of the Proposer. All Proposals submitted become property of the City.
The Proposal must be completely responsive to the RFP. Incomplete Proposals will be deemed as nonresponsive and will be rejected. The City reserves the right to reject any or all Proposals submitted and no representation is made hereby that any commitment will be awarded pursuant to this RFP or otherwise.
PLEASE NOTE:
• All forms above must be signed by a representative of the Firm that is legally authorized to contractually bind the Proposer.
• City will not waive notarization requirement when applicable on any of the required attachments.
VII. SAMPLE AGREEMENT
See Exhibit II – Sample Purchase and Sale Agreement
VIII. SELECTION PROCEDURES & CRITERIA
A. Evaluation: The City will establish a Proposal review committee. The review committee will evaluate Proposals based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth below.
CITY OF SANTA ANA
B. Scoring Criteria: Proposers will be ranked by the review committee based on the following criteria:
C. Rankings: A final score will be calculated for each submitted Proposal and used to rank Proposers. Based upon the foregoing criteria, all Proposals shall be ranked by score. Only those Proposals receiving a score above 70 will be considered for award. The City reserves the right to award the contract to any proposer(s) with a score above 70. The review committee will evaluate Proposers based on their response to the RFP and the City evaluation criteria set forth above.
D. Interviews: The review committee may invite the Proposers to interview. If invited to interview, Proposers must be prepared to include key personnel in the interview and/or presentation.
The City reserves the right to seek additional information from any or all Proposers invited to present Proposals. A final score will be calculated for each submitted Proposal and used to rank Proposers. City reserves the right to begin negotiations and enter into a contract without holding interviews, or further discussions.
E. Selection: The City is under no obligation to accept any Proposal and reserves the right to negotiate with respondents as to fees and terms. The City may reject Proposals at its sole discretion. If Proposal fails to satisfy any requirements outlined in this RFP, it may be considered non-responsive and may be rejected.
The City shall not be obligated to accept the lowest priced Proposals, but will make awards in the best interests of the City after all factors have been evaluated. The review committee will recommend the qualified Proposers to the City Council or City Manager for award of contract, as appropriate.
CATEGORY POINTS
Project Team, Experience, Proposed Development Concept, & Financial Capacity 30
Bid Amount and Deposit Verification 40
Fiscal and Economic Benefit Analysis 15
Community Benefit 15
TOTAL POSSIBLE SCORE
(Before interviews – if held) 100
Interviews
• The City reserves the right to conduct interviews with the highest-rated firm(s). In the event the City does perform an interview process, the following is the maximum number of additive points that may be applied to the Proposal score. Total possible score may exceed 100 points. 20 CITY OF SANTA ANA
IX. AWARD OF AGREEMENT
Selected Contractor(s) will be notified in writing. Any award is contingent upon the successful negotiation of final contract terms.
A. EXECUTION OF AGREEMENT
A standard agreement is included as EXHIBIT II Sample Agreement of this RFP. “Proposer” will hereinafter be referred to as “Consultant” or “Contractor” in standard agreement. The term of the agreement will begin after the agreement is fully executed, and all required bonds, insurance documents and contents of the payment information packet have been received and approved.
I. INTRODUCTION / PROJECT DESCRIPTION
A. NATURE OF WORK
The City of Santa Ana is seeking qualified individuals or entities (Proposers) for the purchase and development of vacant properties in the City of Santa Ana.
B. BACKGROUND
The City’s remnant parcels (Exhibit IV) for disposition associated with this RFP were acquired for various public transportation improvement projects using Federal and State grants. These properties are being disposed of in accordance with the California Surplus Lands Act, Government Code §54220 et seq. On October 21, 2025, the Santa Ana City Council adopted Resolution No. 2025-045 declaring various Properties as surplus land and directed the City Manager to comply with the requirements of Government Code Section 54220 for the sale of surplus land. The subject properties of this RFP are among those the City exempted and/or previously declared surplus and for which no responses were received by entities receiving the notices of availability; or for which negotiations ended, and with no other proposals, the City has completed all Surplus Land Act requirements for disposition. The proceeds from the sale of these properties are considered as restricted funds and will be used to reimburse the granting agencies, as well as fund further transportation improvements within the same or similar project.
There are twenty (20) individual parcels that have been combined into nine (9) consolidated property ID’s. These parcels were combined into these larger residential (5 parcels), commercial (2 parcels), transit corridor (1 parcel), and professional office (1 parcel) lots to provide the greatest public benefit and to ensure that the lots met the minimum development standards based on zoning.
Proposals for developing each parcel listed in this RFP will be accepted provided that they are generally consistent with the existing zoning for each site. Proposal’s content should be complete and reflect the specific ownership, financing, and land use features of each proposed project. Property zoning and size (sq. ft.) for each site is shown on the Property Location maps per Exhibit IV.
Important note: These parcels are subject to the requirements of the Surplus Lands Act.
Accordingly, pursuant to Government Code section 54233, if 10 or more residential units are developed on the Property, not less than 15 percent of the total number of residential units developed on the parcels shall be sold or rented at affordable housing cost, as defined in Section 50052.5 of the Health and Safety Code, or affordable rent, as defined in Section 50053 of the Health and Safety Code, to lower income households, as defined in Section 50079.5 of the Health and Safety Code.
Rental units shall remain affordable to, and occupied by, lower income households for a period of at least 55 years for rental housing and 45 years for ownership housing. The initial occupants of all ownership units shall be lower income households, and the units
EXHIBIT I
SCOPE OF SERVICES
shall be subject to an equity sharing agreement consistent with the provisions of paragraph (2) of subdivision (c) of Section 65915.
This covenant shall run with the land and shall be enforceable, against any owner who violates a covenant or restriction and each successor in interest who continues the violation, by any of the entities described in subdivisions (a) to (f), inclusive, of Section 54222.5.
C. PROPOSER RESPONSIBILITY
Each Proposer must be capable of providing experienced, knowledgeable and professional team to deliver a complete project. The Proposer shall be responsive and fulfill all requirements of the RFP. The Proposer shall provide adequate staffing levels for each project at all times and adhere to established schedules. The Proposer shall be knowledgeable of and comply with federal, state and local laws, including the Santa Ana Municipal Code, General Plan, and zoning codes as it applies to their Proposal.
D. NUMBER OF PROPOSALS AND SIGNATURE
A complete Proposal package shall be submitted on PlanetBids on or before the deadline listed on the cover of this RFP.
Additionally, five (5) hard copies of the electronic submission on PlanetBids shall be delivered to the City of Santa Ana to the location noted on the Notice Inviting Proposals.
Hard copy Proposals and Deposits shall be submitted per instructions on PlanetBids.
One of the hard copies shall be marked as “ORIGINAL” and shall be wet signed by a company official with the power to bind the company and submitted to the City of Santa Ana. Please be explicit in identifying the appropriate contractual person with legal authority to bind the company for contract execution purposes.
The Proposal shall be limited to a maximum of (10) double-sided pages (excluding front and back covers, section dividers and attachments such as resumes, forms, and exhibits).
Font size shall be minimum 11-point Arial. Proposal exhibits shall be maximum 11” x 17”.
Proposers may submit Proposals for a single or multiple properties. However, a separate Proposal is required for each parcel. Each property ID will be evaluated individually; thereby, separate proposals is mandatory for review.
E. PROPOSAL EVALUATION AND RATING
The criteria for evaluating the Proposals submitted will take into consideration the following:
Scoring Criteria Commercial /
Professional
Project Team, Experience, Proposed
Development Concept, & Financial Capacity
30%
Bid Amount and Deposit Verification 40%
Fiscal and Economic Benefit Analysis 15%
Community Benefit 15%
TOTAL: 100%
Staff shall review all Proposals to determine if the RFP Process requirements, as outlined in this document, are met. All Proposals that meet the requirements will be deemed responsive and will be evaluated by a Review Panel. The Review Panel will include representatives from various City Departments, such as the Public Works Agency, Planning and Building Agency, Community Development Agency, and Finance and Management Services Agency. The Review Panel will evaluate Proposals based on the responsiveness to the RFP, which includes adherence to outlined directions, format, and the City evaluation criteria set forth above and in Section III of this RFP.
II. INSTRUCTIONS TO PROPOSERS
A. CITY RESPONSIBILITIES
The City will provide information in its possession relevant to preparation of required information in RFP. The City will provide only the staff assistance and documentation specifically referred to herein.
B. PROPOSER RESPONSIBILITIES
Point of Contact: The selected Proposer will assume responsibilities for all services in its Proposal. The selected Proposer shall identify a sole point of contact with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement.
C. REQUEST FOR INFORMATION OR CLARIFICATION
All questions or requested clarifications shall be made only in writing to the Q&A section located in PlanetBids no later than date listed on the cover of the RFP. No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP.
D. ADDENDA
Any changes in RFP from the date of release to the date of submittal of inquiries/questions will be summarized in an addendum or amendment to the RFP.
Notification of such addendum or amendment shall be posted on PlanetBids at https://www.planetbids.com/portal/portal.cfm?CompanyID=20137 as set forth in the Notice Inviting Proposals. Addenda shall become part of the agreement documents.
E. CITY RIGHT TO REJECT
The City reserves the right to reject any or all Proposals submitted and no representation is made hereby that any Purchase and Sale Agreement will be entered into pursuant to this RFP or otherwise.
F. BID PROTESTS
City staff will endeavor to expedite the review and evaluation of Proposals. Proposals will be evaluated and ranked according to the criteria described in this RFP. Each Proposer will receive a notification in PlanetBids from the City whether their Proposal was accepted or rejected. Proposers with concerns or rebuttal of any staff determination of non-responsiveness may submit, in writing within five (5) business days, to the Project Manager, any concerns regarding the RFP process or staff determination. Such writing shall be considered by the City Manager or his designated representative, and may be acted upon within five (5) business days. If no action is taken within such time, there shall be no change to the staff determination. All successful Proposals will be presented to the City Council along with staff recommendations for final approval.
III.SUBMITTAL REQUIREMENTS AND CONDITIONS
A. GENERAL
I. The number of Proposal Copies is specified in:
RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION.
II. Deadline:
Proposals are due to the City of Santa Ana at the date, time, and location specified in the Notice Inviting Proposals.
B. PROPOSAL CONTENTS
The Proposal format and page limitation, if any, is specified in:
RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION.
The information being requested by this RFP is necessary for the City to adequately evaluate the Proposals. Failure to supply the requested information may result in rejection of the Proposal.
➢ Project Narrative & Preliminary Site Plan for Proposed Development
1. A cover page that includes the following information:
a. Proposer’s name and mailing address
b. Proposer’s current legal status: corporation, partnership, sole proprietor, non-profit, etc.
c. Contact person’s name, title, phone number and e-mail address d. Signature of authorized corporate officer for each entity proposing as a partnership or team shall be signed by a company official with the power to bind the company
2. A Letter of Introduction – Include a summary of the respondent’s basic qualifications, experience, past projects of similar nature and size, and reasons for interests in this opportunity. The letter must be signed by an individual authorized to make legally binding commitments for the entity.
3. Identify the entities that will be involved, including the following information:
a. An organizational structure that describes roles each entity will play (e.g., developer, architect, building owner, property manager, tenant, professional consultant).
b. A summary of the development team’s past experience in working together to develop similar projects, including location, type of development, Proposer’s role(s), cost of project, funding sources, status of project, and information about any continued financial or operating interest in each. c. Include specific previous relevant experience with public entities, especially within Orange County, including reference contact information.
The City may ask for supporting documentation substantiating claims of previous experience.
d. The purchase and sale agreement shall be in the Proposers name submitted in the bid Proposal. During the agreement period, the Proposer/buyer may not assign its rights or obligations under an agreement without the prior written consent of the City, which consent may be withheld in the sole discretion of City. The Proposer may assign its rights and obligations to 1) a partnership of which the Proposer or an affiliate entity is the general partner, 2) to a limited liability company of which the Proposer or an affiliate entity is the managing member and which the Proposer or an affiliate entity directly or indirectly holds an ownership interest, or 3) any other entity in which Proposer directly or indirectly has an ownership interest and is responsible for managing the day to day activities of such entity.
4. A detailed and concise project description of the proposed development including narrative, preliminary site plan and renderings if available (e.g., size of building and square footage of specific components, nature of improvements, number of parking spaces, development plan, anticipated materials and design style, circulation patterns, loading/service provisions) to be built on the site.
Information should be included about the anticipated type of tenants expected.
For all projects, the narrative must also address the development concept for the site, current zoning, and anticipated development costs.
5. A letter of intent from tenants or other information documenting the demand for the proposed space, if available.
6. A proposed timeframe for the development, including identification of any conditions that must be met before the Proposal can become a reality. The schedule should include the time needed to obtain financing, complete design and secure permits and entitlement approvals, prepare the site, start and complete construction, and start and complete occupancy and/or lease-up.
7. Provide evidence of sufficient financial strength to undertake and successfully complete a project of this scale. The preferred evidence is recent financial statements for respondent with an accompanying letter from a certified public accountant verifying that the financial statements were prepared in accordance with Generally Accepted Accounting Principles. The City, at its sole discretion, may consider alternative evidence of sufficient capacity to undertake a development of the proposed scope. (NOTE: alternative evidence must be approved by the City prior to respondent’s submission of a response to this RFP.)
8. A description of proposed project financing structure and anticipated return (e.g. anticipated sources and proportions of debt/equity and financial return threshold required by respondent).
9. Please indicate whether fundraising to finance all or a portion of development costs is proposed, and if so, in what amount.
10. Identification of any projects/financings upon which the respondent team or its members has collectivity or individually defaulted.
For any Proposal that is selected for recommendation to City Council, additional information including complete financial statements for the last three years for all team members who will retain an ownership interest in the project may be required.
11. Any other information that would help City staff understand and evaluation the concepts proposed.
➢ Bid Amount and Deposit Verification
12. A completed Property Bid Form (Exhibit V). Proposals that do not include an executed Property Bid Form, including initials acknowledging each page, shall be considered incomplete which will be grounds for rejection of the entire Proposal.
It is not required that the bid amount match or exceed the “Appraised Amount” listed on the Property Bid Form. However, a “Qualifying Bid” shall total at least 75% of the Appraised Amount listed for each Parcel ID.
13. Each bid must be accompanied by a deposit in the form of a cashier’s check, treasurer’s check or bank draft of any state or national bank, payable to the City of Santa Ana, in the amount of One Percent (1%) of the total bid amount for each parcel. If bidding on multiple properties, multiple deposit checks will be required.
These deposits shall be submitted at the same time as the hard copy Proposals. ➢ Fiscal and Economic Benefit Analysis
14. A development budget showing the detailed sources and uses of all funds (including debt, equity and other funding sources) to acquire and develop the site.
Ensure that the capital pro forma breaks out project costs to indicate all developer and professional fees. Information as to the status of securing those funds should be included, and inclusion of a conditional financing commitment is strongly encouraged. If the project includes multiple uses, the development budget should be broken down by the component uses (commercial, office, etc.). An electronic and editable copy of the development budget and pro forma including all underlying assumptions and equations in .xls format shall be provided if requested by the City.
15. An estimate of the taxable value upon completion and annual real estate taxes. Also include a description of the additional benefits that will result from the development, such as the jobs created or retained (including the estimated number, type and wage levels of both full time and part time positions within the first five years of development).
➢ Community Benefit
16. Describe how the proposed development will serve the local community.
Community benefits may be achieved through developing or increasing access to the following:
• Affordable housing, with a focus on community-controlled, permanently affordable housing, for example a community land trust;
• Affordable, healthy food retail;
• Community gardens / pocket parks, children’s playground, etc; • Community health clinics;
• School facilities;
• Renewable energy infrastructure;
• Public transportation;
• Green space, parks and recreation centers;
• Affordable childcare;
• Youth and senior facilities and services;
• Community agriculture;
• Development of land by a community land trust;
• Hiring Local workforce for construction and ongoing operations;
17. Identify any other business or property holdings in the greater Santa Ana Region and participation in any local business, business partnerships, or community-based partnerships in this area.
C. CONDITIONS
All information contained in this RFP are believed to be accurate; however, no representation or warranty is made with respect thereto.
1. Additional Deposit:
The development team whose Proposal is ultimately selected by the City Council must make the required down payment of Ten Percent (10%) to the selected escrow company within Ten (10) days of City Council Approval.
After the deposit of Ten Percent (10%) is made, the initial One Percent (1%) deposit will be returned. Additionally, the City will return the One Percent (1%) deposit submitted from all Proposers who are not selected by City Council for award.
2. Escrow:
Following City Council approval of the sale of the property, escrow shall commence. The remainder of the bid amount shall be due prior to close of escrow. Closing on the property sale must be completed within thirty to fortyfive (30 - 45) days of escrow opening or the Ten Percent deposit (10%) may be forfeited. Upon opening of escrow, the buyer will agree in writing to forfeit and release the deposit money to the City in the event of buyer default. The purchaser shall pay all escrow related fees, including the seller’s portion as well as documentary fees, surtaxes, and all recording fees, etc.
3. Due Diligence Period:
Potential bidders may arrange for contractors, consultants, architects and others they deem necessary to inspect the properties they would like to submit bids for. This due diligence period is the sole opportunity for bidders to conduct inspections and assess the properties. Bidders are inspecting the properties at their own risk, and they are fully responsible and liable for their personnel, investors, inspectors, guests and invitees of all types while at the premises. By participating in an inspection, bidders agree to accept this liability at all times. While inspections are recommended, they are not mandatory. Bidders shall conduct their own due diligence at their own cost prior to submitting a bid., as no further opportunities for inspection will be provided thereafter.
In order to conduct a site investigation, a no-fee Right of Entry Permit shall be required (Exhibit III). If desired, submit form to PWAPropertySale@santaana.org.
4. Warranties of Buyer:
Buyer will warranty a commitment of milestones for the entitlement process, as well as construction of proposed development to be specified in the actual purchase and sale agreement. Refer to Sample Agreement (Exhibit II) for specific provisions.
5. Withdrawal of Bids:
Proposers may withdraw their Proposals at any time prior to the deadline for Proposal submittal. After the deadline, the Proposal will constitute an irrevocable offer for a period of 180 days. Once opened, Proposals become a record of the City and will not be returned to the Proposer. Any Proposers that withdraw bids after the deadline but prior to council award shall forfeit their initial One Percent (1%) deposit.
6. Bid Postponement / Cancellation:
The City may, at its sole and absolute discretion, reject any bids that are not submitted in accordance with the terms in this Bid Solicitation. The City may re-advertise this Bid; postpone or cancel, at any time during this Bid process; or waive any irregularities in this Bid or in the Proposals received as a result of this Bid.
7. Costs Incurred by Proposers:
All expenses involved with the preparation and submission of bids to the City, or any work performed in connection therewith, including participating in any presentations or negotiations related to this RFP, shall be borne by the Proposer(s). No rights of ownership will be conferred until title of the property is transferred to the successful bidder. All fees for copying and reproduction services for items listed herein are nonrefundable.
8. Business Entity Registration:
It is the responsibility of the Proposer to update information concerning any changes, such as new address, telephone number, etc.
9. Oral Presentations:
The City does not anticipate that oral presentations will be required of Proposers. The committee reserves the right to interview any Proposer, begin negotiations and enter into an agreement without interview or further discussions.
10. Property Records:
The properties were acquired as part of various City improvement projects and are being sold “AS IS”. The City of Santa Ana does not provide an abstract of title or survey of the property. Interested parties are able to review all available property records, by appointment.
11. Broker Fees:
The City intends on negotiating directly with Proposers on the sale of these properties. Proposers may employ and compensate brokers at their own expense.
12. Proof of Funds Once Selected:
For any Proposal that is selected, prior to recommendation to City Council, Proposer must provide a detailed report of specific assets or resources used to fund the purchase.
13. Proof of Development Fulfilment in City
The City has the right to reject, or score appropriately, any Proposals from teams that have not successfully met City development timeline, schedule, standards, or milestones on prior projects or transactions.
IV.PROPOSAL REVIEW
A. EVALUATION AND RATING
The criteria for evaluating the Proposals are specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION.
B. SELECTION
The committee may interview the top ranking Proposers. Staff will recommend authorization of a purchase and sale agreement to the Proposer who best meets the scoring criteria.
V. PURCHASE AND SALE AGREEMENT
A. EXECUTION OF AGREEMENT
The submitted Proposal will be the basis for any negotiation of final terms which will lead to a completed agreement ready for execution based on the sample Agreement attached herein as Exhibit V in the Appendix.
B. REQUEST FOR COUNCIL ACTION
Following evaluation and rating by the Proposal review committee, the Project Manager will bring forth the recommended Proposals to City Council for consideration and authorization to transfer ownership.
VI.PUBLIC RECORDS
All data, documents and other products used, developed, or produced during response preparation of the RFP will become property of the City. All responses to the RFP shall become property of the City. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act.
VII.CITY INFORMATION
BRISTOL STREET IMPROVEMENTS
The majority of the parcels are located on Bristol Street. Within the City of Santa Ana, Bristol Street is classified as a north-south Major Arterial per the City’s General Plan Circulation Element (GPCE) and the County of Orange’s Master Plan of Arterial Highway (MPAH). Due to growth experienced during the late 1980’s resulting in traffic congestion and safety concern with lack of bike lane, the City of Santa Ana proposed to improve Bristol Street providing adequate vehicular capacity and adding bike lanes from Warner Ave. to Memory Lane.
The proposed improvements have been designed utilizing Complete Streets principals to provide safe, comfortable, and convenient travel for all users – pedestrians, bicyclists, transit riders, and motorists.
Safety: The narrow travel lanes and raised median will deter speeding through the project segment; Landscape parkways will provide a safe buffer between pedestrians and motorists; Bicyclists will travel in a designated bike lane instead of mixing flow with vehicles and pedestrians; longer raided median and cul-de-sac streets are potentially reduced controlled left turn movements and improved traffic flow.
Accessibility: Installation of wider sidewalks, ADA compliant curb ramps, and bike lanes will greatly improve accessibility for pedestrians and bicyclists.
Traffic Flow: Improving the remaining phases of Bristol Street will complete the ultimate roadway cross section with six lanes between Warner Ave to 17th St. Ultimately, the proposed Bristol Street improvements will provide safe mobility for all users while improving traffic flow.
Development along the Bristol Street Corridor must adhere the Bristol Street Specific Plan. The document can be accessed via the following link: https://www.santa-ana.org/pb/planningdivision/zoning-documents
TRANSIT ZONING CODE
Some of the parcels are within the boundaries of the Transit Zoning Code, it is adjacent to the boundaries where the code impacts future development of the Downtown. In 2010, the City adopted Specific Development 84 (Transit Zoning Code), a comprehensive land use plan that incorporates approximately 450 acres extending from Grand Avenue to the City’s downtown core. The Transit Zoning Code (TZC) is designed to provide the zoning necessary to support the long-term development of a successful transit program. The completed document can be viewed in its entirety at:
http://www.ci.santa-ana.ca.us/pba/planning/Transit_Zoning_Code.asp The Transit Zoning Code encourages transit-oriented development containing a mix of residential, commercial, and professional uses to achieve the City’s and the region’s goals of establishing housing adjacent to transit. The Transit Zoning Code area is primed for increased growth given its proximity to major transit systems and its adjacency to existing residential communities, creating amenity-enriched connections between the government center
OC STREETCAR
The cities of Santa Ana and Garden Grove in cooperation with the Orange County Transportation Authority (OCTA) are constructing a fixed guideway/streetcar transportation system between the Santa Ana Regional Transportation Center (SARTC) and Garden Grove.
The system will provide transit services for commuters travelling from the train station to employment and activity centers in the heart of Orange County and for residents and visitors alike travelling to destinations throughout the area.
The OC Streetcar will increase transportation options and provide greater access along its 4.15- mile route (in each direction) along Santa Ana Boulevard, 4th Street, and the Pacific Electric right-of-way to Harbor Boulevard in Garden Grove.
The O C Streetcar will provide the some of the sites with easy access to both the Civic Center and downtown. More information regarding the OC Streetcar can be viewed at http://www.octa.net/Projects-andPrograms/All-Projects/Rail-Projects/OC-Streetcar
CITY OF SANTA ANA
PURCHASE AND SALE AGREEMENT
(subject to changes per our City Attorney’s Office)
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into this ____ day of _____________, 2026 (“Effective Date”), by and between xxx (“Buyer”), and the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“Seller” or “City”). As used herein, Buyer and Seller may be referred to collectively as the “Parties,” and each individually as a “Party.” RECITALS (on applicable to be revised based background) A. City is the fee simple owner of that certain real property consisting of approximately xxx square feet, located at xxx (APN Nos. xxx) Santa Ana, California, legally described in Exhibit “A” attached to this Agreement and incorporated into this Agreement in its entirety by this reference (the “Property”).
B. On xxx, the Property was approved by the City for disposition through direct negotiations, without competitive bidding, in accordance with Santa Ana Municipal Code sections 2-706 and 2-709.
C. On October 21, 2025, the Santa Ana City Council adopted Resolution No. 2025-045 declaring the Property as surplus land and directing the City Manager to comply with the requirements of California Government Code Section 54220 et seq. (“Surplus Land Act”) for the disposition of the Property.
D. On February 20, 2025, the City released a Notice of Availability (“NOA”) of surplus property for the Property for a period of sixty days. This NOA was sent out to all “local public entities,” as defined in Health and Safety Code section 50079, within whose jurisdiction the surplus land was located, and to “Housing Sponsors” that had notified the California Department of Housing and Community Development (“HCD”) of their interest in surplus land. The NOA was also sent to local parks agencies and school districts.
F. In satisfying Surplus Land Act requirements, City staff proceeded with direct negotiations to sell the Property to the Adjacent Property Owner.
G. City now desires to sell the Property to Buyer, and Buyer desires to purchase the Property from City, in accordance with the provisions of this Agreement.
EXHIBIT II
SAMPLE AGREEMENT
AGREEMENT
NOW THEREFORE, incorporating the foregoing Recitals and in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Incorporation of Recitals. The recitals of fact set forth above are true and correct and are incorporated into this Agreement in their entirety by this reference.
Purchase and Sale; Purchase Price.
Purchase and Sale. Seller shall sell the Property to Buyer, and Buyer shall purchase the Property from Seller, subject to the terms and conditions set forth in this Agreement.
Purchase Price. The purchase price of the Property shall be xxx.
Escrow.
Escrow Instructions. Escrow Instructions. Within seven (7) days following the execution of this Agreement by the Parties, Buyer will open an escrow (“Escrow”) with __________________, Attn: xxx (“Escrow Holder”) for the purchase and sale of the Property. The “Opening of Escrow” shall mean the date on which a fully executed copy of this Agreement has been delivered to Escrow Holder.
Escrow Holder shall confirm the Opening of Escrow to the Parties in writing. This Agreement constitutes joint escrow instructions to Escrow Holder. The Parties agree to execute such additional instructions consistent with the provisions of this Agreement, which may be required by Escrow Holder. As between the Parties, Buyer and Seller agree that, if there is any conflict between the terms of this Agreement and any Escrow Instructions required by Escrow Holder, the terms of this Agreement shall control. Buyer and Seller shall each furnish Escrow Holder with their respective Federal Tax Identification Numbers and such other information as is reasonably required by Escrow Holder.
Payment of Purchase Price. The Purchase Price for the Property shall be payable at Closing. If Seller has deposited into Escrow all documents and amounts required of Seller to close Escrow, including without limitation, the “Grant Deed” (as defined in Section 3.10 below), and complied with all of Seller’s other obligations under this Agreement, then on or before the “Closing Date” (as defined Section 3.3 below) so as not to delay the “Close of Escrow” (as defined Section 3.3 below), Buyer shall deposit into Escrow the following in Acceptable Funds: (a) the Purchase Price and (b) the Escrow closing costs pursuant to the preliminary Escrow Closing statement furnished by Escrow Holder as provided below.
Close of Escrow. Subject to Sections 3.3.1 and 3.3.2, Escrow for the sale of the Property shall close on a date that is no later than thirty (30) days after the opening of Escrow (“Closing Date”), subject to reasonable extension as necessary in order to satisfy the conditions precedent and other requirements for the Close of Escrow. As used in this Agreement, “Close of Escrow” shall mean the date on-which the “Grant Deed” conveying fee title to the Property to Buyer is recorded in the Orange County Recorder’s Office.
Conditions Precedent to Buyer Obligation to Close. Buyer’s obligation to close Escrow and purchase the Property is expressly conditioned on the satisfaction of the conditions listed in this Section 3.3.1. If any such condition is not satisfied or waived by Buyer at or prior to the Close of Escrow, for any reason other than a default by Buyer, Buyer may, in its sole discretion and without limiting any of Buyer’s legal remedies or remedies under this Agreement, terminate this Agreement by written notice to Seller.
Title Policy. Escrow Holder has issued or is irrevocably committed to issue to Buyer the “Title Policy” (as defined in Section 3.6 below) showing fee title vested in Buyer subject only to “Permitted Exceptions” (as defined in Section 3.5 below).
Representations and Warranties. Each of Seller’s representations and warranties in this Agreement are materially true and accurate as of the Close of Escrow.
Seller Obligations. Seller is not in material default under this Agreement and each material obligation of Seller to be performed prior to the Close of Escrow, has been performed as required, including, without limitation the delivery of all documents required of Seller under this Agreement.
Possession. Seller is able, at the Close of Escrow to deliver exclusive possession of the Property to Buyer in accordance with this Agreement and does so.
Conditions Precedent to Seller Obligation to Close. Seller’s obligation to close Escrow and sell the Property is expressly conditioned upon the satisfaction of the conditions listed in this Section 3.3.2. If any such condition is not satisfied or waived by Seller prior to the Close of Escrow for any reason other than a default by Seller, Seller may, in its sole discretion and without limiting any of Seller’s legal remedies or remedies under this Agreement, terminate this Agreement by written notice to Buyer.
Representations and Warranties. Each of Buyer’s representations and warranties set forth in this Agreement are materially true and accurate as of the Close of Escrow.
Buyer’s Obligations. Buyer is not in material default under this Agreement, and each material obligation of Buyer to be performed prior to the Close of Escrow hereunder has been performed as required.
Escrow Cancellation.
Charges.
Seller’s Default. If Escrow fails to close due to Seller’s default, Seller shall pay all Escrow cancellation charges. “Escrow cancellation charges” means all fees, charges and expenses charged or passed on to the Parties by Escrow Holder, including all title expenses. Buyer shall be entitled to terminate this Agreement or bring an action against Seller for specific performance as its sole and exclusive remedies.
Buyer’s Default. If Escrow fails to close due to Buyer’s default, Buyer shall pay all Escrow cancellation charges and Seller shall be entitled to terminate this Agreement as its sole and exclusive remedy.
No Default. If Escrow fails to close and this Agreement is terminated for any reason other than a default by one of the Parties, Buyer and Seller shall evenly split any Escrow cancellation charges.
Permitted Exceptions to Title. As soon reasonably possible after the Opening of Escrow, Escrow Holder shall cause xxx, in its capacity as title insurer (“Title Company”), to deliver to Buyer and Seller a current preliminary title report (“Title Report”) together with legible copies of all underlying documents referenced therein (together with the Title Report, the “Title Documents”). The term “Permitted Exceptions” as used in this Agreement shall mean all of the following: (a) the Grant Deed; (b) the Affordable Housing Covenant; (c) non-delinquent real property taxes and assessments; (d) items and exceptions created by or with the written consent of Buyer, including documents to be recorded pursuant to this Agreement, and (e) the title exceptions shown on the Title Report but excluding any (i) “Disapproved Exceptions” as defined below that Seller, in its sole discretion, agrees to remove prior to the Close of Escrow as provided below and (ii) all monetary liens and monetary encumbrances on the Property, other than non-delinquent real property taxes and assessments which will be removed (meaning removal from title and not the issuance of an endorsement in connection therewith by the Title Company) from title by Seller at its sole cost and expense prior to the Close of Escrow. If Buyer objects to any title exceptions in its sole and absolute discretion (“Disapproved Exceptions”), Buyer shall deliver written notice (“Objection Notice”) of same to Seller within ten (10) business days of delivery of the initial Title Report to Buyer. Seller shall act in good faith and reasonably to resolve any title exception in the Objection Notice. If Buyer fails to deliver an Objection Notice but delivers a “Notice of Approval”, Buyer shall be deemed to have approved title to the Property subject to the Permitted Exceptions. If Buyer delivers an Objection Notice regarding a title exception and Seller, by delivery of written notice to Buyer within five (5) business days following receipt of the Objection Notice elects not to remove a material Disapproved Exception (Seller’s failure to respond to a Buyer Objection Notice shall be deemed such an election), Buyer’s sole remedies shall be with respect to the delivery of a Notice of Approval or delivery or deemed delivery of a Notice of Termination.
Title Insurance. Seller shall cause the Title Company to commit to issue to Buyer at the Close of Escrow a standard coverage ALTA Owner’s policy of title insurance with mechanics lien endorsement (Seller shall provide any indemnity or other agreement required by the Title Company as a condition to the issuance of the mechanics lien endorsement) (“Title Policy”) insuring fee title to the Property vested in Buyer subject only to the Permitted Exceptions, with coverage in an amount equal to the Purchase Price. If Buyer requires an extended coverage ALTA Owners policy of title insurance, Buyer shall pay the difference in cost between the standard and extended coverage and the cost of any endorsements (other than a mechanics lien endorsement issued in connection with the standard coverage Title Policy which shall be at the cost of Seller) (“Buyer Title Costs”).
Possession. Seller shall deliver possession of the Property to Buyer at the Close of Escrow subject only to the Permitted Exceptions and free of any tenancies and/or third patty claims of use or ownership.
Taxes, Assessments and Prorations.
Taxes. Only to the extent the Seller pays any property taxes or assessments on the Property, all current general and special taxes and assessments on the Property shall be prorated by Escrow Holder based upon the latest available information as shown in the tax statements provided to Escrow Holder by Seller, using customary escrow procedures in Orange County. Seller shall provide Buyer with written evidence of the payment or satisfaction of such taxes. Should the Property be part of a larger tax parcel (“Assessment Parcel”) which as of the Close of Escrow remains unsegregated on the County Tax Assessor’s Roll for the ensuing fiscal year, Escrow Holder shall charge Buyer and credit Seller for taxes and assessments allocated to the Property (based on unimproved value) based on the percentage of the total acreage of the Assessment Parcel located on the Property, which acreage figures for allocation purposes shall be fairly and equitably determined and supplied to Escrow Holder by Buyer and Seller. Buyer and Seller shall cooperate in good faith to cause the Property to be separately assessed and segregated in Buyer’s name on the current tax roll. Any real property taxes or assessments levied under the Supplemental Tax Roll as a result of the sale of the Property to Buyer, shall be the responsibility of Buyer. Any real property taxes or assessments levied under the Supplemental Tax Roll as a result of transfers, improvements or other occurrences before the Close of Escrow shall be the responsibility of Seller.
General. All pro rations provided for herein shall be on an “actual day” basis and a three hundred sixty-five (365) day year. The provisions of this Section shall survive Close of Escrow. If either Party fails to pay its pro rata share of taxes or other expenses by the times herein provided, interest shall accrue on all unpaid amounts from when owing until paid at the maximum rate allowed by law. Any errors or omissions made in calculating adjustments and prorations shall be corrected promptly upon the discovery thereof. If any estimations are made at the Close of Escrow regarding adjustments or prorations, the Parties shall make the appropriate collection promptly when accurate information becomes available. Any corrected adjustment or proration shall be paid to the Party entitled thereto within thirty (30) days after written request therefor and if not so paid interest shall accrue and be payable on same at the maximum rate allowed by law.
Closing Costs. Buyer shall pay the cost of the Title Policy, the Escrow Fees and any applicable documentary transfer fees (considering Seller is a City) and recording fees, and all other costs and expenses incurred related to the purchase of the Property by Buyer. If required by Buyer’s lender, Buyer shall also pay for the appraisal cost of the Property (collectively, “Closing Costs”). As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver a copy of the final Escrow closing statement to Buyer and Seller.
Grant Deed. The transfer of ownership of the Property shall be documented through a Grant Deed in the form attached hereto as Exhibit “B” and incorporated herein by reference, conveying the Property to Buyer (“Grant Deed”).
Affordable Housing Covenant in the Event of Residential Development. In accordance with California Government Code Section 54233, if 10 or more residential units are developed on the Property, not less than 15 percent of the total number of residential units developed on the Property shall be sold or rented at affordable housing cost, as defined in Section 50052.5 of the Health and Safety Code, or affordable rent, as defined in Section 50053 of the Health and Safety Code, to lower income households, as defined in Section 50079.5 of the Health and Safety Code. Rental units shall remain affordable to, and occupied by, lower income households for a period of at least 55 years for rental housing and 45 years for ownership housing. The initial occupants of all ownership units shall be lower income households, and the units shall be subject to an equity sharing agreement consistent with the provisions of paragraph (2) of subdivision (c) of Section 65915 of the Government Code. Buyer expressly agrees and consents that the requirements of this section shall be contained in a covenant or restriction recorded against the Property prior to land use entitlement of the project, and the covenant or restriction shall run with the land and shall be enforceable, against any owner who violates a covenant or restriction and each successor in interest who continues the violation, by any of the entities described in subdivisions (a) to (f), inclusive, of Section 54222.5 of the Government Code.
Recordation and Delivery of Documents. No later than the business day immediately prior to the Closing Date, Buyer and Seller, as applicable, will deposit into Escrow the following documents (with the documents that are to be recorded in the following order and delivered as provided below):
Grant Deed. One (1) fully executed and acknowledged copy of the Grant Deed conveying the Property to Buyer. Conformed copies of the recorded Grant Deed shall be returned to Buyer and Seller as soon as possible.
Withholding Exemption Certificates. One (1) completed and executed copy of the following: Non-foreign Transferor Declaration; Preliminary Change in Ownership Report, Internal Revenue Service Form 1099-S, and California Franchise Tax Board Form 593 and any other applicable state tax withholding forms, as applicable.
Disbursement of Closing Documents. As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver copies of all closing documents, including, without limitation, those listed above, the Title Policy, any additional escrow instructions and the final Escrow closing statement, to Seller’s counsel and Buyer or Buyer’s counsel.
Seller’s Proceeds. At the Close of Escrow, subject to Section 3.13 below, Escrow Holder is directed to wire funds representing Seller’s cash proceeds through Escrow to Seller’s account as directed in separate written instructions to be provided by Seller.
Cal-FIRPTA Withholding. Unless this transaction is exempt under California Revenue and Taxation Code Sections 18805 and 26131, Escrow Holder shall be the “withholding agent” and withhold from proceeds due Seller any amounts required under the above code sections to be withheld by Buyer and pay same to the California Franchise Tax Board or Internal Revenue Service in accordance with applicable law.
Additional Documents. Seller and Buyer shall execute and deliver to Escrow any other documents reasonably required by Escrow Holder including, without limitation, Seller’ s affidavits or statements regarding mechanics liens and /or tenants or parties in possession.
Termination of Property Contracts. Seller shall terminate any service contracts or similar agreement relating to the Property that the Buyer does not expressly elect in writing to assume which termination shall be effective as of the Close of Escrow.
Real Estate Brokerage Commission. Buyer and Seller each represent and warrant to each other that they have not employed, dealt with or incurred any obligation to any broker, agent or finder in connection with the Property, and that they have not incurred any obligation to pay any other real estate brokerage or other commission or fee in connection with the conveyance of the Property to Buyer. Buyer and Seller agree to indemnify, defend and hold each other free and harmless from and against all costs and liabilities, including without limitation reasonable attorneys’ fees and the costs and expenses of litigation, for causes of action or proceedings in any way related to or resulting from a breach of the foregoing representation and warranty or arising out of any action or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the indemnifying Party, respectively, in connection with this transaction.
Inspections; AS-IS Condition of Property.
Waiver of Inspections. Buyer and Seller agree that Buyer unequivocally waives any right to conduct independent investigations concerning (i) Buyer’s proposed use, sale, development or suitability for development of the Property; (ii) the condition and all other attributes of the Property, including, without limitation all improvements located thereon; (iii) applicable laws, statutes, rules, regulations, ordinances, limitations, restrictions or requirements concerning the use, density, location or suitability of the Property or any existing or proposed development or condition thereof, including but not limited to zoning, subdivision and other regulations; (iv) the necessity or availability of any specific plan or general amendments, rezoning, zone variances, conditional use permits, building permits, environmental impact reports, subdivision maps, public reports issued by the California Bureau of Real Estate and all other governmental permits, approvals or acts; (v) the necessity and existence of all dedications, fees, charges, costs or assessments which may be imposed by any Governmental Authority in connection with the proposed development of the Property; (vi) the value of the Property; (vii) the availability or adequacy of access to the Property, or of water, sewage, gas, electrical or other utilities serving the Property and (viii) the presence or adequacy of infrastructure or other improvements on, near or concerning the Property.
No Representations or Warranties. Seller makes no representation or warranty, express or implied, to the Buyer relating to the condition of the Property or suitability of the Property for any intended use or development by the Buyer.
5.3 Acceptance of Property “AS-IS.” Buyer shall accept all conditions of the Property, without any liability of the Seller whatsoever, AS-IS, WHERE-IS, SUBJECT TO ALL FAULTS
CONDITION, WITHOUT WARRANTY AS TO QUALITY, CHARACTER, PERFORMANCE OR CONDITION, and with full knowledge of the physical condition of the Property, the nature of the Seller's interest in and use of the Property, all laws applicable to the Property and of any and all conditions, restrictions, encumbrances and all matters of record relating to the Property. The Property is being acquired by Buyer as a result of its own knowledge of the Property and not as a result of any representation(s) made by the Seller or any employee, official, consultant or agent of the Seller relating to the condition of the Property, unless such statement or representation is expressly and specifically set forth in this Agreement. Seller hereby expressly and specifically disclaims any express or implied.
Warranties.
Authorization. Seller has full power and authority to enter into this Agreement and to perform all its obligations hereunder, and has taken all action required by law, its governing instruments or otherwise to authorize the execution, delivery and performance of this Agreement by Seller. Each individual or entity who has executed this Agreement on behalf of Seller has the right, power, legal capacity and authority to execute, deliver and perform this Agreement on behalf of Seller.
Conflicting Agreements. Neither the execution or delivery of this Agreement, nor the consummation of the transaction contemplated herein, will conflict with, or result in a breach of, any contract, license or undertaking to which Seller is a party or by which Seller or any of the Property is bound, or constitute a default thereunder. In addition, with respect to any agreements that affect the Property, neither Seller nor any other party or parties to such agreements are in default thereunder nor are there any facts that currently exist which with the passage of time would result in any such default. To the best of Seller’s knowledge, the Property is not subject to any prescriptive easements, claims of adverse possession, encroachments or similar rights or claims. The Property is not subject to any leases, options or other similar rights or claims in favor of any third parties. The Property is not subject to a Williamson Act contract or any similar agricultural agreement.
Proceedings. To the best of Seller’s knowledge, no legal or administrative proceeding is pending or threatened against Seller or the Property nor are there any other facts or circumstances which would adversely affect (i) Seller’s right to convey title to the Property to Buyer as contemplated in this Agreement, or (ii) To the best of Seller’s knowledge, there are no condemnation or eminent domain proceedings pending or threatened with respect to the Property.
Binding Agreement. This Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally.
Hazardous Materials. Seller has not stored or released, caused to be stored or released or approved the storage or release on the Property, of any “hazardous materials” (as defined below). Seller makes no warranty and Buyer is to verify in advance of the purchase the acceptance that no hazardous materials contaminate the Property necessary for development. As used herein, “hazardous materials” shall mean any (a) chemical, compound, material, mixture or substance that is now defined or listed in, or otherwise classified pursuant to any environmental law as a “hazardous substance,” “hazardous material,” “hazardous waste,” “extremely hazardous waste,” “infectious waste,” “toxic waste,” “toxic pollutant” or any other formulation intended to define, list or classify substances by reason of deleterious properties or effect and (b) petroleum, petroleum by-products, natural gas, natural gas liquids, liquefied natural gas, synthetic gas usable for fuel (or mixtures of natural gas in such synthetic gas), ash, municipal solid waste steam, drilling fluids, produced waters and other wastes associated with the exploration, development and production of crude oil, natural gas or geothermal resources.
No Assumed Obligations. There are no obligations or
responsibilities of Seller with respect to the Property or otherwise of any kind that are assumed by Buyer.
Endangered Species. To the best of Seller’s knowledge, (a) there are no endangered or threatened species of animals, plants or insects on the Property, and (b) there are no environmental or biological characteristics of the Property or adjacent property.
Ownership of Property. Seller is the sole and only party that owns or holds any interest in the Property.
Property Documents. To the best of Seller’s knowledge, the Property Documents and all other documents and information provided by Seller or its agents or consultants to Buyer are complete, true and accurate and do not omit any material fact, and there are no other documents, materials, studies, surveys or other information in the possession or control of Seller.
Other Agreements. Except as set forth in the Property
Documents and this Agreement, Seller has not made any commitment or representation to or entered into any agreement of any kind with any government authority, or any adjoining or surrounding property owner, group or other third party, which would in any way be binding on Buyer or all or any portion of the Property and will not make any such representations or warranties or enter into any such agreements which would affect the Property or any portion thereof prior to the Close of Escrow, without Buyer’s written consent.
Access. There is full and unobstructed direct access to the Property from public streets, highways or roads that are adjacent to the Property.
Material Change. Seller shall promptly notify Buyer if Seller obtains information that would make any of the representations or warranties contained herein materially inaccurate or misleading.
Buyer’s Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Property to Buyer, Buyer makes the following representations and warranties which shall be true and correct as of the Effective Date and the Close of Escrow and each of which is material and being relied upon by Seller. For all purposes of this Agreement, including Buyer’s representations and warranties contained herein, the phrase “to the best of Buyer’s knowledge” shall mean the current actual knowledge of Buyer. If prior to the Close of Escrow Seller determines that any representation or warranty of Buyer is untrue, inaccurate or incomplete in any material respect (and without waiving any of Seller’s rights or remedies hereunder at law or in equity with respect to any material untruth, incompleteness or inaccuracy existing on the Effective Date, that was known of or should have been known of by Buyer), Seller may give Buyer written notice of same and Buyer shall have seven (7) days from the date of receipt of Seller’s notice (and the Closing Date shall be extended to permit the running of such seven (7) day period) (“Buyer Cure Period”) to correct any fact or circumstance that makes such representation or warranty materially untrue or inaccurate to Seller’s reasonable satisfaction.
If Buyer fails to make such correction within the Buyer Cure Period, then Seller by written notice to Buyer within three (3) days after the expiration of the Buyer Cure Period (and the Closing Date shall be extended to permit the running of such three (3) day period) shall be entitled (a) to terminate this Agreement or (b) continue this Agreement in full force and effect with no change in terms, but without waiving any legal, equitable or other remedies it may have against Buyer. The foregoing is not a waiver or release of any of Seller’s rights or remedies for any material untruth, incompleteness or inaccuracy in a representation or warranty of Buyer of which Seller obtains knowledge after the Close of Escrow.
Authorization. Buyer has full power and authority to enter into this Agreement and to perform all of its obligations hereunder, and has taken all action required by law, its governing instruments or otherwise to authorize the execution, delivery and performance of this Agreement. Each individual who has executed this Agreement on behalf of Buyer has the right, power, legal capacity and authority to execute, deliver and perform this Agreement on behalf of Buyer.
Binding Agreement. This Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally.
Compliance with Law. Buyer is required to carry out the development of the Project in conformity with all applicable laws, including all applicable building, planning and zoning laws, including any historic property regulations and environmental laws.
Development of Property. Buyer hereby represents and
guarantees that it will complete construction of a concrete block wall and landscaping along Bristol Street per the attached design specifications (Exhibit “C”) within 12 months following the Close of Escrow. These timeframes shall be tolled by any delays directly attributable to the actions or inactions of the City, by any natural causes outside the control of either party (“Force Majeure”), or by mutual agreement of the parties. If Buyer does not comply with these guarantees within the timeframes provided, the City shall have the right to repurchase the Property, including any and all improvements to the Property then completed by Buyer, in exchange for payment by the City to Buyer of eighty percent (80%) of the Purchase Price paid by Buyer under this Agreement. City shall provide written notice of its exercise to purchase the Property within sixty (60) days following the development deadline in this section. The repurchase deed shall be identical in form to the deed by which title to the Property was conveyed by Seller to Buyer and shall be free and clear of any and all mortgages, liens, or other evidence of indebtedness.
Natural Hazard Zone Disclosure. No later than seven (7) business days prior to the Property Approval Date, the Seller will, at its sole cost and expense, provide Buyer with a Natural Hazard Zone Disclosure required by applicable law.
Buyer and Seller Cooperation. Buyer shall submit plans for the development of the Property to Seller, and Seller, in its capacity as the City within which the project is located, will make the determination as to the required entitlements based upon Buyer's proposed plans. Buyer may then process and obtain the Project Entitlements through Seller in its capacity as the City within which the Project Entitlements is located. Nothing in this Agreement shall be deemed to be a prejudgment or commitment with respect to exercise of governmental discretion with regard to such items, nor a guarantee that such approvals or permits will be granted at all or within any particular time or with or without any particular conditions.
Destruction/Condemnation of Property; Other Notices. In the event that all or any portion of the Property is damaged or destroyed by any casualty under the provisions of applicable law after the Effective Date but prior to the date of Closing, Seller shall give Buyer immediate written notice of the same.
Indemnification.
Obligations. Seller shall indemnify Buyer and Buyer shall indemnify Seller against any wrongful intentional act or negligence of the Indemnitor. Buyer shall also indemnify Seller against any and all of the following: (a) any damage to the Property caused by the Investigations of the Property by Buyer; and (b) any accident, injury or damage whatsoever caused to any person in or on the Property by Buyer prior to the Closing. Notwithstanding anything to the contrary in this Agreement, no Indemnitor shall be required to indemnify any Indemnitee to the extent of the Indemnitee’s wrongful intentional acts or negligence.
Limitation on Liability of the Seller. Following the Close of Escrow, the Buyer is and shall be responsible for operation of the Property, and the Seller shall not be liable for any injury or damage to any property (of the Buyer or any other person) or to any person occurring on or about the Property, except to the extent caused by the Seller’s wrongful intentional act or negligence.
Strict Liability. The indemnification obligations of an Indemnitor shall apply regardless of whether liability without fault or strict liability is imposed or sought to be imposed on one or more Indemnitees.
Independent of Insurance Obligations. Buyer’s indemnification obligations under this Agreement shall not be construed or interpreted as in any way restricting, limiting, or modifying Buyer’s insurance or other obligations under this Agreement and is independent of the Buyer’s insurance and other obligations under this Agreement. Buyer’s compliance with its insurance obligations and other obligations under this Agreement shall not in any way restrict, limit, or modify the Buyer’s indemnification obligations under this Agreement and are independent of the Buyer’s indemnification and other obligations under this Agreement.
Survival of Indemnification and Defense Obligations. The indemnity and defense obligations under this Agreement shall survive the expiration or earlier termination of this Agreement, until all claims against any of the Indemnitees involving any of the indemnified matters are fully, finally, absolutely and completely barred by applicable statutes of limitations.
Independent Duty to Defend. The duty to defend under this Agreement is separate and independent of the duty to indemnify. The duty to defend includes claims for which an Indemnitee may be liable without fault or strictly liable. The duty to defend applies immediately upon notice of a claim, regardless of whether the issues of negligence, liability, fault, default or other obligation on the part of the Indemnitor or the Indemnitee have been determined. The duty to defend applies immediately, regardless of whether the Indemnitee has paid any amounts or incurred any detriment arising out of or relating (directly or indirectly) to any claims. It is the express intention of the Parties that an Indemnitee be entitled to obtain summary adjudication or summary judgment regarding an Indemnitor’s duty to defend the Indemnitee, at any stage of any claim or suit, within the scope of the Indemnitor’s indemnity obligations under this Agreement.
Indemnification Procedures. Wherever this Agreement requires any Indemnitor to Indemnify any Indemnitee:
Prompt Notice. The Indemnitee shall promptly notify the Indemnitor of any claim. To the extent, and only to the extent, that the Indemnitee fails to give prompt Notice of a Claim and such failure materially prejudices the Indemnitor in providing indemnity for such claim, the Indemnitor shall be relieved of its indemnity obligations for such claim.
Selection of Counsel. The Indemnitor shall select counsel reasonably acceptable to the Indemnitee. Counsel to Indemnitor’s insurance carrier that is providing coverage for a claim shall be deemed reasonably satisfactory. Even though the Indemnitor shall defend the action, Indemnitee may, at its option and its own expense, engage separate counsel to advise it regarding the claim and its defense. The Indemnitee’s separate counsel may attend all proceedings and meetings. The Indemnitor’s counsel shall actively consult with the Indemnitee’s separate counsel. The Indemnitor and its counsel shall, however, fully control the defense, except to the extent that the Indemnitee waives its rights to indemnity and defense for such claim.
Miscellaneous.
Notices. Any notice, request, demand, instruction or other document required or permitted to be given or served hereunder or under any document or instrument executed pursuant hereto will be in writing and will be delivered personally or sent by United States registered or certified mail, return receipt requested, postage prepaid or by overnight express courier, postage prepaid and addressed to the parties at their perspective addresses set forth below, and the same will be effective upon the date of confirmed dispatch, if by electronic communication receipt if delivered personally or via overnight express courier or on the third Business Day after deposit if mailed. A party may change its address for receipt of notices by service of a notice to such change in accordance herewith. Buyer and Seller hereby agree that notices may be given hereunder by the parties’ respective counsel and that, if any communication is to be given hereunder by Buyer’s or Seller’s counsel, such counsel may communicate directly with all principals as required to comply with the provisions of this Section.
If to Buyer: Buyers Address/Information
If to Seller: City of Santa Ana
20 Civic Center Plaza M-30
Santa Ana, CA 92702
Attn: Clerk of the Council
with a copy to: City of Santa Ana
20 Civic Center Plaza M-21
Santa Ana, CA 92702
Attn: Executive Director of Public Works
No Third Party Beneficiaries. Notwithstanding any provision contained in this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an agreement for the sale of assets and none of the provisions hereof shall be deemed to create any obligation or liability of any person that is not a Party, whether under a third-party beneficiary theory, laws relating to transferee liabilities or otherwise. Buyer shall not assume and shall not be obligated to discharge or be liable for any debts, liabilities or obligations of Seller including, but not limited to, any (a) liabilities or obligations of Seller to its creditors, shareholders, members, partners, managers, or owners, (b) liabilities or obligations of Seller with respect to any acts, events or transactions occurring prior to, on or after the Close of Escrow, (c) liabilities or obligations of Seller for any federal, state, county or local taxes, or (d) any contingent liabilities or obligations of Seller, whether known or unknown by Seller or Buyer. Buyer shall have no duty whatsoever to take any action or receive or make any payment or credit arising from or related to any services provided or costs incurred in connection with the Property prior to the Close of Escrow, including, but not limited to, any matters relating to cost reports, collections, audits, hearings, or legal action arising therefrom.
Further Instruments. Each Party will, whenever and as often as it shall be reasonably requested to do so by the other, cause to be executed, acknowledged or delivered any and all such further instruments and documents as may be necessary or proper, in the reasonable opinion of the requesting Party, in order to carry out the intent and purpose of this Agreement.
Calculation of Time Periods; Business Day; Time of Essence. Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a Business Day, in which event the period shall run until the end of the next day which is a Business Day. The last day of any period of time described herein shall be deemed to end at 5:00 p.m. local time in the state in which the Property is located. As used herein, the term “Business Day” means any day excluding Saturdays, Sundays and State and National holidays and any day the City is closed. Subject to the foregoing provisions, time is of the essence of this Agreement.
Entire Agreement; Amendments. This Agreement (including the documents delivered pursuant to this Agreement), constitutes the entire agreement of the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements or letters of intent of the Parties. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of each of the Parties.
Survival. All covenants, agreements, representations, warranties and indemnities contained in this Agreement shall survive the execution and delivery of this Agreement and the Close of Escrow and the delivery and recordation of all documents or instruments in connection therewith.
Binding Effect; Enforcement. The covenants, agreements, representations, and warranties contained herein will be binding upon, be enforceable by and inure to the benefit of the representatives, successors, and permitted assigns of the respective parties hereto.
Applicable Law. This Agreement will be construed and interpreted under, and governed and enforced according to, the laws of the State of California applicable to contracts made and to be performed entirely therein.
Venue. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be the Superior Court of Orange County, and the Parties hereby agree to and do hereby submit to the jurisdiction of such court.
Attorneys’ Fees. If any Party to this Agreement shall bring any action or proceeding for any relief against the other, declaratory or otherwise, in any way arising out of or in connection this Agreement and/or the Property, the losing Party shall pay to the prevailing Party a reasonable sum for attorneys’ fees and costs (including without limitation expert witness fees) incurred in bringing or defending such action or proceeding or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action or proceeding and shall be paid whether or not such action or proceeding is prosecuted to final judgment. Any judgment or order entered in such action or proceeding shall contain a specific provision providing for the recovery of attorneys’ fees and costs, separate from the judgment, incurred in enforcing such judgment. The prevailing Party shall be determined by the trier of fact based upon an assessment of which Party’s major arguments or positions taken in the proceedings could fairly be said to have prevailed over the other Party’s major arguments or positions on major disputed issues. For the purposes of this Section, attorneys’ fees shall include, without limitation, fees incurred in the following: (1) post-judgment motions; (2) contempt proceedings; (3) garnishment, levy and debtor and third party examinations; (4) discovery; and (5) bankruptcy litigation.
Construction. The provisions of this Agreement shall not be construed in favor of or against either Party, but shall be construed as if both Parties prepared this Agreement.
Interpretation. The paragraph and section headings in this Agreement are solely for convenience and will not be deemed to limit or otherwise affect the meaning or construction of any part of this Agreement. Any pronoun used in this Agreement will be deemed to cover all genders. The terms “include,” “including,” and similar terms will be construed as if followed by the phrase “without being limited to.” The term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision or section of this Agreement. Words in this Agreement importing the singular number will mean and include the plural number, and vice versa.
No Waiver. No waiver by a Party of a breach of any of the terms, covenants, or conditions of this Agreement by the other shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or condition contained herein. No waiver of any default by a Party shall be implied from any omission by the other Party to take any action on account of such default if such default persists or is repeated and no express waiver shall affect a default other than as specified in such waiver. The consent or approval by either Party to or of any act by the other requiring the first Party’s consent or approval shall not be deemed to waive or render unnecessary the consenting Party’s consent or approval to or of any subsequent similar acts by the other Party.
Severability of Provisions. Wherever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement will be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
Incorporation of Exhibits. Except as intentionally omitted, all exhibits attached hereto and referred to herein are incorporated into the Agreement as though fully set forth herein.
Counterparts. This Agreement may be executed in any number of counterparts and by different Parties to this Agreement in separate counterparts, each of which when so executed and delivered will be deemed original, but all such counterparts, together, will constitute but one and the same instrument. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Agreement will become effective upon the execution and delivery of a counterpart hereof by each Party to this Agreement.
A signature of a Party to this Agreement sent by facsimile, electronic mail (including a scanned portable document format copy sent by electronic mail), or other electronic transmission will have the same force and effect as delivery of an original signature of such Party.
Amendments. This Agreement may not be modified, changed, supplemented, superseded, canceled or terminated, except by written instrument signed by the Parties hereto.
IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date.
ATTEST
Jennifer Hall
City Clerk
CITY OF SANTA ANA
Alvaro Nunez
City Manager
APPROVED AS TO FORM
Sonia R. Carvalho
City Attorney
By:
Kyle Nellesen
Assistant City Attorney
RECOMMENDED FOR APPROVAL
Rodolfo Rosas, PE
Acting Executive Director
Public Works Agency
BUYER
By:
Name:
Title:
Exhibits:
Exhibit “A” – Legal Description of the Property
Exhibit “B” – Form of Grant Deed
Exhibit “C” – Concrete Block Wall and Landscaping Specifications Exhibit “D” – Escrow General Provisions
CITY OF SANTA ANA
RIGHT OF ENTRY
[Property Address]
The City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California, does hereby grant to NAME OF GRANTEE (“Grantee”), the right to enter the parcel described as PARCEL X adjacent to ADDRESS, Santa Ana, County of Orange, as more particularly shown in Exhibit A, attached hereto and incorporated herein by reference (“Property”), for the following purposes:
The right to enter and use the Property for the purpose of conducting site investigations Grantee agrees to indemnify, defend, and hold harmless City, its officers, agents, representatives, employees, and volunteers from and against any and all actions, suits, claims, demands, judgments, losses, expenses, or liabilities, injuries and damages to persons and property, including death, arising out of or related to Grantee’s use of the Property or the entry by any Grantee party on the Property, including without limitation, Grantee’s guests and invitees. Grantee further agrees to repair any damage to the Property caused by the exercise of this Right of Entry at its sole cost and expense and to restore said property to the state in which it existed prior to its use.
Grantee shall maintain commercial general liability insurance which shall include, but not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of its use of the Property, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following:
single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions.
The rights herein granted to Grantee are exclusive, and Grantee agrees not to assign, transfer, lease, pledge, or otherwise dispose of this Right of Entry without the prior express written approval of the City. This instrument conveys no right of entry to existing buildings, if any.
This Right of Entry shall expire on DATE, unless otherwise terminated earlier or extended by written agreement between the parties.
THE CITY OF SANTA ANA
A charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California.
BY: __________________________________
Alvaro Nunez
EXHIBIT III
SAMPLE RIGHT OF ENTRY
City Manager
Date:_____________
NAME OF GRANTEE
By:_______________________________________
Date:_____________
APPROVED AS TO FORM:
__________________________
Kyle Nellesen
Assistant City Attorney
CITY OF SANTA ANA
EXHIBIT IV
PROJECT LOCATION EXHIBITS
PARCEL C1
COMMERCIAL 18,945 SF
PARCEL C2
COMMERCIAL 16,158 SF
PARCEL TZC1
TRANSIT ZONING CODE SD84 -
CORRIDOR (MIXED USE) 25,139 SF
PARCEL P2
PROFESSIONAL OFFICE 36,504 SF
PARCEL R1
RESIDENTIAL 7,188 SF
PARCEL R2
RESIDENTIAL 6,861 SF
PARCEL R3
RESIDENTIAL 6,825 SF
PARCEL R27
RESIDENTIAL 5,744 SF
PARCEL R28
RESIDENTIAL 5,738 SF
CITY OF SANTA ANA
Each row must be completed with either a bid amount or a ✓ indicating no bid is placed for that property. Print and Sign name below. For each property in which a bid amount is extended, all submittal requirements apply.
PARCEL
ID ZONING LOT SIZE (SQ. FT)
APPRAISED
AMOUNT (USD $)*
QUALIFYING BID
AMOUNT** (USD $)
NO BID
(✓)
C1 Commercial 18,945 $1,137,000.00 $
C2 Commercial 16,158 $954,000.00 $
TZC1 Transit Zoning Code SD84
– Corridor (Mixed Use) 25,139 $1,600,000.00 $
P2 Professional Office 36,504 $2,200,000.00 $
R1 Residential 7,188 $417,000.00 $
R2 Residential 6,861 $398,000.00 $
R3 Residential 6,825 $396,000.00 $
R27 Residential 5,744 $334,000.00 $
R28 Residential 5,738 $333,000.00 $
*The “Appraised Amount” is an estimate of the market value per an appraisal report prepared by a California licensed appraiser in 2026. It is the intent of these transactions that the City obtains current fair market value for each property.
** The Qualifying Bid Amount is equal to at least 70% of the Appraised amount for each Parcel ID.
Name of Firm
Name of BIDDER
Signature of BIDDER
Title
(If an individual, so state. If a firm or co-partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.)
EXHIBIT V
PROPERTY BID FORM