Napa River Reclamation District Request for Proposals (RFP) Sale of Real Property The northerly one-half of Pritchett Street, Napa, CA (APN (M8-043-036) and The southerly one-half of James Street, Napa, CA (APN 048-043-035) ISSUED: January 3, 2019 DUE: January 30, 2019 AVAILABLE ELECTRONICALLY ON DISTRICT WEBSITE: http://nrrd2109.org/parcel-sale/ OR CONTACT THE DISTRICT OFFICE FOR A COPY: 1501 Milton Road, Napa, CA 94559 phone: (707-255-2996); email: pennynrrd@msn.com NOTIFICATION OF ANY CHANGES, ADDENDA, OR AMENDMENTS WILL BE POSTED TO ABOVE WEBSITE (Interested parties are responsible for monitoring NRRD issuance of changes or amendments).
A, THE PROPERTIES: The Napa River Reclamation District ("the District") has declared its intent to sell, via public bidding process, two vacant parcels (the "Property" individually or "Properties" collectively). The Properties have Napa River frontage. The minimum bid price for each Property is $50,000.00. They are described as follows: The Pritchett Street Property is physically located between 1892 Milton Road and 1900 Milton Road in unincorporated Napa County, and consists of approximately.07 acres. It is legally defined as follows: "The northerly one-half (1/2) of Pritchett Street, as shown on the Final Map of 'Edgerly Island River Lots; filed April 28, 1950, in Book s of Subdivision Maps, at pages 25, 26, 27, and 28, Napa County Records." The Property is also identified as Napa County Assessor's Parcel Number (APN) 048-043-036. (See Pritchett Street Title Report attached as Exhibit 1.) The James Street Property is physically located between 1796 and 1800 Milton Road, in unincorporated Napa County, and consists of approximately.06 acres. It is legally defined as follows: "The southerly one half (1/2) of James Street, as shown on the Fi?nal Map of 'Edgerly Islarzd River Lots,' filed April 28, 1950, in Book s of Subdivision Maps, at pages 25, 26, 27, and 28, Napa County Records." The Property is also identified as APN 048-043-035. (See James Street Title Report attached as Exhibit 2.) ZONING The Properties are zoned RS-AC, which allows various residential uses. The Properties are currently located within a Special Flood Hazard Zone established by FEMA and subject to development restrictions. A recent Flood Management Plan and Adaptation study is available here: http://nrrd2109.org/reports/eiit-flood-management-plan-and-adaptation-study/. Bidders should contact the Napa County Planning, Building, and Environmental Services Department if they have zoning and building questions. DISTRICT BOARD OF TRUSTEES' RESOLUTION OF INTENT TO SELL THE PROPERTIES AND ESTABLISHMENT OF MINIMUM PURCHASE PRICE FOR BIDS On December 6, 2018, pursuant to Government Code sections 25526, et seq., the Napa River Reclamation District Board of Trustees ("Board") adopted Resolution No. 2018-77, by which the Board declared the District's intent to sell the Properties and established the minimum acceptable purchase price and other terms of sale. A true and correct copy of that Resolution is attached hereto and incorporated herein by this reference as Exhibit 3. The terms and procedures for sale of the Properties discussed in the Resolution should be examined carefully by Bidders. The Resolution establishes the minimum bid amount/net purchase price to be received by the District for sale of each Property - after payment by the buyer through escrow of any and all buyer-side real estate brokerage commissions and all escrow, title and recording costs - as bei?ng: $50,000.00. Separate bids are required for each Property. /// /// 2
B. SCHEDULE OF RFP EVENTS: January 2, 2019 January 18, 2019 January 28, 2019 January 30, 2019, at noon January 30, 2019, at 5:00 pro February 7, 2019, at 7:00 pro Notification and release of RFP Questions and requests for clarification due Responses to RFP questions and clarifications published Sealed RFP responses/proposal packages due Opening of bids by designated Bid Selection Cormnittee Cor+sideration by Board of Trustees of Committee recommendations regarding Selected Bidder and order of backups duri?rig regularly scheduled Board meeting Note: unless otherwise stated, all deadlines shall be at s p.m. Pacific Time on the date specifxed. Dates are subject to change at the discretion of the District. Changes to the due date for questions or for proposal submittal will be made by written addendum. Questions shall be directed in writing to Penny Wilson via email at pen?rzynrrd@msn.com by January 18, 2019, at 5:00 p.m.. Answers to relevant questions submitted will be posted on the District Website (http:,qnrrd2109.orgiarcel-sale/) on January 28, 2019, unless otherwise noted via addendum. Please note that no questions submitted after the deadline will be answered. C. SUBMISSION PROCESS Those who submit bids/proposals ("proposals") in response to this RFP ("Bidders") shall submit one (1) signed bound original proposal and five (5) bound copies of the materials specified below. The original and copies of the proposals and all accompanying materials should be presented in sealed envelopes or packages. Proposals should be delivered to: Attention: Penny Wilson Napa River Reclamation District 1501 Milton Road Napa, CA 94559 All proposals must be delivered to the above addressee by noon on January 30, 2019. Any submittals received after the date and time indicated above will not be considered under any circumstances. PLEASE NOTE: In order to be considered responsive to this RFP, all proposa}s MUST comply with the requirements of this RFP and include all materials, statements, documents, and deposit required and described herein. PLEASE read this RFP carefully and thoroughly in preparing proposals. Any omission may lead to the finding that a proposal is non-responsive. Because the procedure for opening and evaluation of proposals, as described below, calls for invitation and acceptance of oral overbids, those who submit proposals are strongly encouraged to attend the proposal opening at 5:00 p.m. January 30, 2019, in the Edgerly Island Fire Station, 1598 Milton Road, Napa, CA 94559. /// 3
RFP REQUIREMENTS Bidders are responsible for conducting any and all necessary research related to each Property and the purchase process and for making an independent determination, without reliance on anything stated herein or otherwise by the District, as to whether to submit a bid proposal. All submittals must be clear and concise, contain the i?nformation requested below, including a table of contents at the front of the response. The information and documents described below must be submitted as instructed. Bidders should take care in clearly marking any information that they consider proprietary or trade secrets as such, if they desire that any portion of their submissions be treated as proprietary and not subject to disclosure to third parties other than the District. The District cannot, however, represent or provide any assurance that the designation of such materials as proprietary will protect the materials from disclosure in response to a request under the Califomia Public Records Act. It shall be the sole responsibility of a Bidder to seek protection of such materials from disclosure from a court. Proposals should be organized as follows: 1. A transmittal letter. The transmittal letter shall include the following information: The offered purchase price to be paid by the Bidder to the District upon close of escrow (in addition to the Bidder's payment through escrow of all amounts necessary to pay any and all brokerage fees or commissions owed to Bidder's agents or brokers and to p4y any and all escrow, title and recording fees). The bid amount to be paid by the Bidder to the District (net of all such brokerage, title, escrow, and recording costs) must be no less than $50,000.00. Name(s), address, phone and fax numbers, and e-mail addresses of all contact persons who will represent Bidder in the purchase and sale transaction. Identification of all real estate agents or brokers engaged by or representing the Bidder regarding the acquisition of the subject Proper3r and the terms of any commissions or fees that will be paid to such agents or brokers. 2. A signed Bid Statement in the same form and substance attached hereto (Exhibit 4 for Pritchett Street and Exhibit s for James Street), bearing the original signature of Bidder or, if Bidder is an entity, of Bidder"s authorized signatory. If a party wishes to bid on both Properties, a separate bid is required for each Property. 3. A deposit i?n the form of a cashier's check (which must be the equivalent of cash) payable to Placer Title Company (with reference made on the check to the purpose of purchasing the subject Property) in the amou?nt of $2,500.00 (see provisions below regarding terms of refundability of deposit). If a party wishes to bid on both Properties, a separate deposit is required for each subject Property. 4. A fully executed Purchase and Sale Agreement in the form and substance attached hereto as Exhibit 6 (Pritchett Street) and Exhibit 7 (James Street), without any modification (the "Agreement") (subject to any changes or clarifications that will apply to all Bidders that result from the process of Bidder submission of questions) but with the following information filled into the blanks at the following locations in the Agreement: 4
a. The Bidder's full name and the nature of the Bidder as an individual or type of entity in the first preamble paragraph on page 1; b. The Bidder's contact information for notice purposes in Paragraph 34 on page 13; c. The name(s) of any and all real estate brokers representing the Bidder in Paragraph 36 on page 14; and d. The Bidder's original, dated signature (or, i?n the case of corporations, signatures) by execution by authorized signatory(ies) on page 15. D. PROCEDURES FOR DISTRICT REVIEW OF PROPOSAI,S; REFUNDABJtJTY OF DEPOSITS As stated in the Board's Resolution of Intent to sell the Properties (Exhibit 3), the procedure and order for the District's acceptance of Bids and the handling and application of Deposits, for each Property, shall be as follows: 1. Proposals submitted by Bidders in response to this RFP shall be opened and reviewed to determine whether they are responsive by a Bid Selection Committee ("Committee") at 5:00 p.m. on January 30, 2019. 2. The Committee shall use the attached "Bid Selection Committee Worksheet" (attached hereto as Exhibit 8 in evaluating the responsiveness of all Bids. 'The Committee shall determine which respqnsive Bid offers theo highest net purchaise price for the sul:iject Property (net qf any commissions to be paid to any broker retained by the bidder). 3. The Committee shall announce publicly which responsive Bid is the highest and would thus be the Bid that the Committee would recommend to the Board of Trustees be accepted in the absence of any oral overbids. 4. After making that announcement, the Committee shau call for oral overbids in accordance with the Resolution (in $5,000 increments) from those bidders whose written Bids were determined to be responsive0 s. Bidders who submitted responsive proposals may then make oral overbids as described above. 6. If any oral overbid is made by a Bidder whose written bid was determined to be responsive, each oral Bidder must confirm in writing that the oral overbid is also subject to all of the terms, conditions, statements, and promises made by the Bidder in its written bid package. 7. The Committee shall then a?nnoiu"ice publicly, after any and all oral overbids are taken, the order of the responsive Bids, including all oral overbids, from highest to lowest in the net amount offered for purchase of the subject Property, which will form the sequence of acceptance of responsive bids to be recommended to the Board. 8. The Committee shall make recommendations to the Board of Trustees regarding the Bidder who submits the highest responsive Bid (the "Selected Bidder") and as to the order of other responsive Bids which will be treated as backup offers or Bids. NRRD RFP FOR SALE OF RF,AL PROPERTY s
9. The Committee shall return the Deposit checks of all Bidders other tha?n the recommended Selected Bidder. 10. The Selected Bidder's Deposit shall become non-refundable upon the Selected Bidder"s waiver of contingencies to the closing of escrow or upon the date upon which the Selected Bidder wiu be deemed to have waived all contingencies as specified in the Agreement, whichever occurs first, and shall be credited toward payment of the purchase price at the close of escrow. 11. If for any reason escrow on the purchase of the subject Propert5r is terminated with the Selected Bidder, then District staff will promptly notify the next highest responsive bidder of the District's accepta?nce of that bidder's Bid as the next Selected Bidder, which acceptance shall become effective upon timely receipt of the required Deposit from that bidder. That new Selected Bidder shall be given five days in which to deliver to the District a Deposit, again i?n the form of a cashier's check (which must be the equivalent of cash) payable to Placer Title Company (with reference to the purpose of purchasing the subject Property), and again in the amount of $2,500.00. 12. At such time as the next Selected Bidder provides the Deposit and indicates a desire to proceed with the purchase of the subject Property, then the District will use the Purchase and Sale Agreement executed by that Bidder, which that Bidder submitted along with its proposal and bid package, shall have that Agreement signed by the District, and shall cause escrow to be opened with the new Selected Bidder. 13. The new Selected Bidder's Deposit shall, as with that of any prior Selected Bidder, become nonrefundable upon the Selected Bidder's waiver of contingencies to close of escrow or upon the date upon which the Selected Bidder will be deemed to have waived all contingencies as specified in the Agreement, whichever occurs first, and shall be credited toward payment of the purchase price at the close of escrow. 14. This same procedure shall apply to the sequence of the District's acceptance of Bids from other responsive bidders and handling of their Deposits, in order of highest responsive bid to lowest responsive bid, until the list of responsive bidders is exhausted. E, KNOWN CONDITIONS OF THE PROPERTIES As stated above, the sale by the District of each of the Properties is "as-is" and without any warranties or representations. It is the obligation of the Bidder to conduct due diligence regarding the Properties upon which it bids. However, without any representation that the following is a complete list of facts and conditions affecting the Properties, the District is aware of the following: The Properties are located within a Special Hazard Flood Zone. For more information visit: Napa County Flood Control and Water Conservation District (https://www.countyofnapa.org/1074/flood-water-resources ) Napa County Plan?ni?ng, Building and Environmental Services (https://www.countyofnapa.org/589/planni?ng-building-environmental-services ) 6
In 2018, the Properties were part of a flood management plan and adaptation study for the Edgerly Island and Ingersoll Tract areas: For more information visit: http :,?/nrr d2 109.or g/rep orts /e i it-flo o d-mana gement-p lan- and- a d ap tation- stu dy/ F. GENERA[ DISTRICT RFP CAVEATS AND CONDITIONS: 1. The issuance of this RFP does not commit the District to select any Bidder, to pay any costs incurred in the preparation of a response to the RFP, to award any contract or rights, or take any further actions with regard to the sale of the Properties. 2. All proposals submitted to the District, in accordance with this RFP become the property of the District upon submittal. 3. Unless otherwise compelled by a court order, the District will not disclose any bid, proposal, or offer while District conducts its deliberative award process in accordance with the procedures identified in this RFP. 4. Upon entering into a Purchase and Sale Agreement with a buyer or upon rejection of all offers and proposals, the District will consider each offer subject to the public disclosure requirements of the California Public Records Act (California Government Code section 6250, et seq.), unless there is a legal exception to public disclosure. As stated above, the District cannot, provide a?ny assurance that the designation of any materials by a Bidder as proprietary will protect the materials from disclosure in response to a request u?nder the California Public Records Act. It shall be the sole responsibility of a Bidder to seek protection of such materials from disclosure from a court. s. By submitting an offer or proposal, the Bidder agrees to defend, inderru"iify, and hold the District harmless from a?ny claim by any third party for the public disclosure of any portion of the proposal. 6. The District reserves the right to request additional information not included in this RFP from any or all Bidders after the due date. 7. The Napa River Reclamation District Board of Trustees or designee retains the authority to approve or decline to approve the final purchase and sale agreement for each of the Properties. Until the purchase and sales agreement is executed, the District retains its rights to reject any and all proposals, to waive irregularities in the process and to withdraw any or all of the Properties from the market. 8. By submitting a proposal, the Bidder represents and warrants that: i. The information provided is genuine and not a sham, collusive, or made in the interest or in behalf of any party not therein named, and that the Bidder has not directly or indirectly induced or solicited any other Bidder to put i?n a sham proposal, or any other Bidder to refrain from presenting information and that the prospective provider has not in any manner sought by collusion to secure an advantage; and it. The Bidder, if selected as the buyer of the subject Property, shall comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable, including those of federal, state, and local agencies having jurisdiction and /or authority. 7
iii. The Bidder has not paid or agreed to pay any fee or commission, or any other thing of value contingent upon being selected in this process, to any employee, official, or existing contracting consultant of the District. 9. Modification or Withdrawal: any modification, addition, or alteration to any submission must be presented, in writing, executed by an authorized person or persons, and submitted prior to the final date for submissions. The signature of the person or person executing such must i?ndicate the title or position that each individual holds. An unsigned modification amendment, addition, or alteration shall be rejected. NO AMENDMENTS, ADDITIONS, OR ALTERATIONS WILL BE ACCEPTED AFTER THE TIME AND DATE SPECIFIED AS THE SUBMISSION DEADLINE UNLESS REQUESTED BY THE DISTRICT. At any time prior to the specified time and date set for the RFP due date, a designated representative of the Bidder may withdraw the submission provided that such person provides acceptable proof of his or her identity and such person signs a receipt. No submissions may be withdrawn or returned after the date and time set for final submission. 10. It is recommended that all submissions and proposals be submitted on paper that contains at least 30% recycled content and printed on both sides (duplex). G. PROTESTS OR OBJECTIONS 1. Filing a Protest: Any directly affected party who is aggrieved in connection with the solicitation or sale of the subject Property may protest the action taken. Such protests must be filed in writing with: Penny Wilson Napa River Reclamation District 1501 Milton Road Napa, CA 94559 Protests must be received by the District in writing within five (5) working days from the time of the occurrence generating the protest. Protests received after this time will not be considered. Any protest shall include the following information: * The date and action taken resulting in a protest, and * Identification of the material issue, including a detailed explanation of the basis for the protest, and the remedy sought. Resolution Process: * Informal Resolution. Upon receipt of protest, the District Executive's designee will convene, at the earliest possible convenience, discussions between the protesting party and appropriate District staff to seek informal resolution and/or to clarify the issues. * Response to Protest/Appeal. If the protest is not resolved by mutual agreement, the District's designee shall provide a written response jo the protesting party within fifteen (15) working days following the informal meeting. District Counsel shall be consulted before the written response is issued. * The response shall state the District's decision, the facts supporting the decision, and shall inform the protesting party of its right to appeal the decision to the Board of Trustees. 8
Appeal to the Board of Trustees * In the event the informal resolution procedure is unsuccessful, the protesting party may request an appeal hearing before the Board of Trustees by filing a written request with the Clerk of the Board no later than s working days after notification of the District Executive Officer Designee's decision. Any appeal hearing shall be scheduled within 30 working days from the date request is received by the Secretary of the Board. The Secretary of the Board shall notify the appellant by personal service of the scheduled heari?ng date not less than 10 working days from the date of hearing. * The appellant shall have the right to testify at the hearing, to be represented by counsel, to present witnesses on his behalf, arid to present oral and written documents and evidence on the issue. * After the conclusion of the hearing, the Board of Trustees shall make findings of fact and a decision concerning the issue(s). 2. Action During a Protest: In the event of a timely protest under this section, the District shall not proceed further with the solicitation or the purchase and sale agreement until the protest is resolved, unless the District Chair or his/j"ier designee, in consultation with District Counsel, makes a written determination that the transaction without further delay is necessary to protect a substantial interest of the District. t?st OF EXHIBITS: Exhibit 1: Exhibit 2: Exhibit 3: Exhibit 4: Exhibit s: Exhibit 6: Exhibit 7: Exhibit 8: Pritchett Street Property preliminary title report James Street Properff Preliminary Title Report Board of Trustees Resolution of Intent to sell the Property Bid statement for Pritchett Street Property to be signed and submitted by all Bidders for Pritchett Street Property Bid statement for James Street Property to be signed and submitted by all Bidders for James Street Property Purchase and Sale Agreement for Pritchett Street to be signed, filled out, and submitted by all Pritchett Street Bidders Purchase and Sale Agreement for James Street to be signed, filled out, and submitted by all James Street Bidders Bid Selection Committee Worksheet 9