Resolution/ VOP Santa Clara Land Swap – Exclusive Negotiation Agreement Page 1 of 5 RESOLUTION NO. _____
A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA
DECLARING REAL PROPERTY OWNED BY THE CITY (APN 24-
25-074) TO BE EXEMPT SURPLUS LAND AND APPROVING AN
EXCLUSIVE NEGOTIATION AGREEMENT BETWEEN THE CITY
OF SANTA CLARA AND AGNEWS VOP, LLC FOR A POTENTIAL
LAND EXCHANGE AND CITY HALL IMPROVEMENT PROJECT
WHEREAS, the City of Santa Clara (“City”) owns certain real property located at 1500 Warburton Avenue in the City (APN 24-25-074) that the City operates as its current City Hall (“Warburton Parcel”);
WHEREAS, VOP Agnews, LLC (“Developer”) intends to acquire that certain parcel of real property located at 4220 Network Circle in the (APN: 097 -08-058) (“Agnews Parcel”); WHEREAS, the Agnews Parcel was formerly occupied by the Agnew State Hospital and includes historic structures and features on portions of the property, all of which is contained within a portion of the Santa Clara campus of the Oracle Corporation; WHEREAS, on September 20, 2023, Developer submitted a preliminary application, and on September 25, 2023, paid the associated fees for an application to develop a housing development project pursuant to the provisions of Government Code Section 65589.5(d)(5) on the Agnews Parcel (the “Builder’s Remedy Project”)
WHEREAS, the City has indicated its position that Government Code Section 65589.5(d)(5) does not apply to the Builder’s Remedy Project (the “Dispute”); WHEREAS, the City and Developer have engaged in preliminary feasibility discussions in connection with the effort to settle their Dispute, wherein the Developer would potentially dispose of a portion of the Agnews Parcel developed with historic structures and public gathering facilities (the “VOP Exchange Parcel ”) to the City for the City’s use as a modernized, consolidated City Hall campus (“City Hall Improvement Project”) in exchange for the Warburton Parcel; WHEREAS, under this scenario, the Developer would retain the remaining portion of the Resolution/ VOP Santa Clara Land Swap – Exclusive Negotiation Agreement Page 2 of 5 Agnews Parcel (“ VOP Retained Parcel ”) to be developed with residential uses in place of the Builder’s Remedy Project, and Developer would develop the Warburton Parcel with residential uses following the City ’s completion of the City Hall Improvement Project and relocation to the VOP Exchange Parcel (both residential developments, together with the City Hall Improvement Project, are the “Project”);
WHEREAS, in order to give the City and Developer time to fully analyze the feasibility of the potential land exchange, assess the desirability of the City Hall Improvement Project, process and act on necessary entitlements and other approvals, conduct analysis pursuant to the California Environmental Quality Act (“CEQA”), and negotiate the terms of a potential land exchange agreement and other ancillary agreements, the City desires to enter into an exclusive negotiation agreement with Developer (“Exclusive Negotiation Agreement”) that will establish procedures and standards for the negotiation by City and Developer , including requirements for Developer to reimburse the City for third-party consulting and legal costs in connection with the potential transaction;
WHEREAS, City staff have negotiated and recommended the Exclusive Negotiation Agreement, which is attached as an Exhibit to this Resolution and incorporated herein by this reference;
WHEREAS, the Exclusive Negotiation Agreement involves feasibility and planning studies for possible future actions that the City may take, which actions have not yet been approved, adopted, or funded. Therefore, CEQA Guidelines Section 15262 classifies approval of the Exclusive Negotiation Agreement as statutorily exempt from CEQA; WHEREAS, in order to ensure that all potential environmental impacts of the Project are thoroughly analyzed, the Exclusive Negotiation Agreement sets forth an understanding between the parties that the City will analyze the Project’s environmental effects as necessary to comply with CEQA, prior to making a final determination to go forward with the potential land exchange, acting on Project approvals, or entering into any final, binding agreements with the potential to Resolution/ VOP Santa Clara Land Swap – Exclusive Negotiation Agreement Page 3 of 5 result in physical environmental effects;
WHEREAS, concurrent with its approval of the Exclusive Negotiation Agreement, the City is declaring the Warburton Parcel to be “exempt surplus land” as that term is used in Section 54220 et seq. of the California Government Code (the “ Surplus Lands Act”), which determination is supported by written findings included in this Resolution; WHEREAS, on May 19, 2026, the City Council held a duly noticed public hearing to consider the Exclusive Negotiation Agreement and its Surplus Land Act declaration and all pertinent information in the record during which the City Council invited and considered any and all verbal and written testimony and evidence offered in connection with such matters .
NOW THEREFORE, BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:
1. The City Council hereby finds that the above Recitals are true and correct and by this reference makes them a part hereof.
2. The City Council hereby declares the Warburton Parcel to be exempt surplus land and makes the following findings in support of such declaration:
a. The existing City Hall facility located on the Warburton Parcel is an aging facility in need of extensive upgrades to meet the City’s current and future needs; b. The existing City Hall facility located on the Warburton Parcel is too small to house all of the City’s operations, and currently the City maintains satellite offices for departments and staff on sites throughout the City;
c. The City Hall Improvement Project on the VOP Exchange Parcel would allow the City to create a new, modern City Hall campus that accommodates its current and future space needs, allowing consolidation of City facilities and creating the opportunity for ongoing preservation of on-site historic resources; d. For each of the foregoing reasons, the VOP Exchange Parcel is therefore necessary for the City’s use;
Resolution/ VOP Santa Clara Land Swap – Exclusive Negotiation Agreement Page 4 of 5 e. To acquire the VOP Exchange Parcel for the City’s use, the City would exchange the Warburton Parcel with the Developer;
f. Accordingly, if the City ultimately decides to go forward with the transaction contemplated in the Exclusive Negotiation Agreement, the Warburton Parcel is “exempt surplus land” pursuant to Section 54221(f)(1)(C) of the California Government Code, which provides that agency property that is exchanged for another property necessary for the agency’s use is exempt from the Surplus Land Act.
3. The City Council hereby approves the Exclusive Negotiation Agreement , and hereby authorizes and directs the City Manager to sign the Exclusive Negotiation Agreement substantially in the form attached as an Exhibit hereto, subject to such minor and clarifying changes consistent with the terms thereof as may be approved by the City Manager , in consultation with the City Attorney, prior to execution thereof.
4. The City Manager is further authorized and directed to perform all other acts, enter into all other agreements and execute all other documents necessary or convenient to carry out the purposes of this Resolution and the Exclusive Negotiation Agreement , including, but not limited to executing the Reimbursement Agreement and any necessary Right of Entry Agreements in substantially the same form as the Exhibits attached to the Exclusive Negotiation Agreement.
5. If any section, subsection, sentence, clause, phrase, or word of this Resolution is for any reason held by a court of competent jurisdiction to be unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of the Resolution.
The City of Santa Clara, California, hereby declares that it would have passed this Resolution and each section, subsection, sentence, clause, phrase, and word thereof, irrespective of the fact that any one or more section(s), subsection(s), sentence(s), clause(s), phrase(s), or word(s) be declared invalid.
Resolution/ VOP Santa Clara Land Swap – Exclusive Negotiation Agreement Page 5 of 5
6. This Resolution shall become effective immediately.
I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED
AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 19TH DAY OF MAY 2026, BY THE FOLLOWING VOTE:
AYES: COUNCILORS:
NOES: COUNCILORS:
ABSENT: COUNCILORS:
ABSTAINED: COUNCILORS:
ATTEST: ______________________________
NORA PIMENTEL, MMC
ASSISTANT CITY CLERK
CITY OF SANTA CLARA
Attachments incorporated by reference:
1. Exclusive Negotiation Agreement