HomeMy WebLinkAbout25J - AGMT - NEGOTIATION WITH MA MAY THET NAINGREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
SEPTEMBER 20, 2016
TITLE:
EXCLUSIVE NEGOTIATION AGREEMENT
WITH MA MAY THET NAING TO
NEGOTIATE A REAL PROPERTY
EXCHANGE
{STRATEGIC PLAN NO. 6, 1 D}
CITY MAN ER
I o *$m Ji I J, I =1 1I
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1't Reading
❑ Ordinance on 20d Reading
❑ implementing Resolution
❑ Set Public Hearing For_,_„ -
CONTINUED TO
FILE NUMBER
Authorize the City Manager and City Attorney to execute an Exclusive Negotiation Agreement on
behalf of the City of Santa Ana with Ma May Thet Naing for period of 180 days from the execution
of the agreement, with two, 90 -day extension periods, for purposes of a property exchange of
1416 S. Bristol Street (City) and 1113 -1125 S. Standard Street ( Naing).
DISCUSSION
In Fiscal Year 2015 -2016 the City was contacted by Vinnie Tran, a representative of Ma May
Thet Naing, the owner of 1113 -1125 S. Standard Street. The owner expressed an interest in
acquiring the property located at 1416 S. Bristol Street with the possibility of offering the Standard
Street property in exchange for the desired location. Since the site being offered has the
potential to be used as a park, where the surrounding community can benefit, the City is
requesting authority to enter into an exclusive negotiation agreement with Ma May Thet Naing to
negotiate the terms of the property exchange.
The agreement will allow both parties 180 days from the date of execution, with two, 90 -day
extension periods, to negotiate. Additionally, since the Bristol property, which is the subject of the
proposed exchange, was acquired with Community Development Block Grant (CDBG) funds, the
negotiation period is essential to allow the City to determine the fair market value of the property.
The negotiation period will also allow the City to engage in due diligence with the U.S.
Department of Housing and Urban Development to ensure that the exchange is in compliance
with any and all applicable federal regulations. In this agreement, it is understood that neither
party is obligated to enter into a real property exchange, but rather that the City and Ma May Thet
Naing will proceed in good faith to gather and present information to one another, which, if
feasible, will result in agreeable terms and conditions to both parties. The finalized terms and
conditions will be presented to City Council in the form of an agreement for approval at a future
City Council meeting.
25J -1
Exclusive Negotiation Agreement with Ma May Thet Naing
To Negotiate a Real Property Exchange
September 20, 2016
Page 2
STRATEGIC PLAN ALIGNMENT
Approval of this item allows the City to meet Goal #6 - Community Facilities & Infrastructure,
Objective #1 (Establish and maintain a Community Investment Plan for all City assets), Strategy
D (Explore create financing options with private property owners amenable to share the costs
associated with infrastructure improvements (i.e. assessment districts)).
FISCAL IMPACT
There is no fiscal impact associated with this action.
Gerardo Mouet
Executive Director
Parks, Recreation and Community Services Agency
EXHIBIT: 1. Exclusive Negotiation Agreement
2. Letter of Authorization
25J -2
EXCLUSIVE NEGOTIATION AGREEMENT
This Exclusive Negotiation Agreement ("Agreement ") is dated August_ 2016, for
reference purposes only, and is entered into by and between the CITY OF SANTA ANA, a
California charter city in the County of Orange of the State of California ( "City ") and Ma May
Thet Naing ( "Naing "), in order to provide a specified period of time to attempt to negotiate a real
property exchange. City and Naing are sometimes referred to in this Agreement individually, as
a "Party" and, collectively, as the "Parties." This Agreement is entered into by the Parties with
reference to the following recited facts (each, a "Recital"):
RECITALS
WHEREAS, the intent of the Parties in entering into this Agreement is to establish a
specific, limited period of time to negotiate regarding a future agreement between them
governing the potential exchange of certain real property, subject to mutually agreeable terms,
conditions, covenants, restrictions and agreements to be negotiated and documented in a future
Agreement; and
WHEREAS, the real property owned by the City which is contemplated to be exchanged,
is located at 1416 So. Bristol Street, Santa Ana, CA (APN # 109- 266 -17), depicted on the "Site
Map" attached hereto as Exhibit No. 1 (the "City Property "); and
WHEREAS, the real property owned by the Naing which is contemplated to be
exchanged is located at 1113 to 1125 So. Standard Street, Santa Ana, CA (APN # 011- 251.17, -
18, -19, -20, -38 and -39), cepicted on the "Site Map" attached hereto as Exhibit No. 2 (the
"Naing Property "); and
WHEREAS, the Parties now agree to enter into this Agreement for the propose of
further planning and evaluating the feasibility of an exchange of the City Property and the Naing
Property (together referred to as the "Properties "); anal
WHEREAS, City is willing to enter into a period of exclusive negotiations with Naing
concerning the potential exchange of the Properties referenced above, subject to the terms and
conditions of this Agreement;
NOW, THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE
PARTIES RELATING TO THE POTENTIAL EXCHANGE OF PROPERTY AND THE
COVENANTS AND PROMISES OF THE CITY AND NAING SET FORTH IN THIS
AGREEMENT, AND FOR GOOD AND VALUABLE CONSIDERATION, TIIE
SUFFICIENCY AND RECEIPT OF WHICH ARE HEREBY ACKNOWLEDGED BY THE
PARTIES, THE CITY AND NAING AGREE AS FOLLOWS:
1. 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.
EXHIBIT 1
25J -3
2. Term of Agreement.
(a) The rights and duties of the City and Naing established by this Agreement
shall commence on the first date on which all of the following have occurred (the "Effective
Date "): (1) execution of this Agreement by the authorized representative(s) of Naing and
delivery of such executed Agreement to the City, and (2) approval of this Agreement by the City.
The City shall deliver a fully executed copy of this Agreement to Naing, within ten (10) calendar
days after the governing body of die City has approved this Agreement, and its authorized
representatives have executed this Agreement. This Agreement shall continue in effect for the
period of one hundred eighty (180) consecutive calendar days immediately following the
Effective Date ("Negotiation Period "), subject to Section 2(b).
(b) The Negotiation Period may be extended upon the mutual written
agreement of the City Manager and Naing for no more than two (2) additional consecutive
ninety (90) calendar day periods. Notwithstanding the immediately preceding sentence or any
other part of this Agreement, in no event shall the Negotiation Period exceed three hundred
sixty (360) consecutive calendar days from the Effective Date.
(c) This Agreement shall automatically expire and be of no further force or
effect at the end of the Negotiation Period (as may be extended pursuant to the terms of this
Agreement).
(d) Additionally, either party may terminate this Agreement if the other party
should fail to comply with or perform any provisions of this Agreement, or if progress is not
being made in negotiations hereunder.
(e) Naing and the City understand and agree that neither Party is under any
obligation whatsoever to enter into a. real property exchange. In the event of the expiration or
earlier termination of this Agreement, either party shall be free to negotiate with any persons or
entities with respect to the sale, lease and development of its property.
3. Obligations of Naing and City, During the Negotiation Period, the Parties shall
proceed diligently and in good faith to gather and present to each other for review, all of the
following:
(a) Current appraisals of the Proportics sought to be exchanged: Within the
first 30 -60 days of the Effective Date of this Agreement, the parties agree to retain The Kiley
Company, ELIZABETH M. KILEY, to prepare updated appraisals for the properties that are the
subject of the potential exchange. Each party to bear its costs for the appraisal of its property.
(b) A policy of title insurance shall be delivered to each other for each other's
property's insuring the title of said real property is free and clear of any and all conditions,
restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances
(whether monetary or non - monetary, general or specific, and including any and all leasehold
interests), liens, clouds or defects in title, excepting such specific ones as the transferee of the
property may later expressly agree to take subject to.
EXHIBIT 1
25J -4
(c) Evidence by way of Litigation Guarantee reflecting clear ownership by
Naing and City of their respective properties and the absence of liens or encumbrances on the
their respective Properties.
4. Negotiation of Property Exchange. During the Negotiation Period, the Parties
shall diligently and in good faith negotiate a property exchange among them. The Parties shall
generally cooperate with each other and supply such documents and information as may be
reasonably requested by the other to facilitate the conduct of the negotiations. The Parties shall
exercise reasonable efforts to complete discussions relating to the terms and conditions of a
property exchange and such other matters, as may be mutually acceptable to the Parties, in their
respective sole discretion. The exact terms and conditions of the property exchange, if any, shall
be determined during the course of these negotiations. The obligation to negotiate in good faith
requires the respective Parties to communicate with each other with respect to those issues for
which agreement has not been reached, and in such communication to follow reasonable
negotiation procedures, including meetings, telephone conversations, and correspondence. The
Parties understand that final accord on all issues may not be reached.
Nothing in this Agreement shall be interpreted or construed to be a representation .
or agreement by either the City or Naing that a mutually acceptable property exchange will
culminate from negotiations under this Agreement. Nothing in this Agreement shall impose any
obligation on either Party to agree to a definitive property exchange in the future. Nothing is this
Agreement shall be interpreted or construed to be a guaranty, warranty or representation that any
proposed property exchange that may be negotiated by City staff and Naing will be approved by
the governing body of the City. Naing acknowledges and agrees that the City's considerations of
any property exchange is subject to the sole and absolute discretion of its City Council and all
legally required public hearings, public meetings, notices, factual findings and other
determinations required by law.
City shall not be liable for any real estate commissions or brokerage fees which
may arise in connection with the exchange of real property contemplated by this exclusive
negotiation agreement. City and Naing represent that they have not engaged a broker, agent or
finder in connection with such purposes. Each party agrees to hold harmless the other party from
any claim by any broker, agent or finder retained, or claimed to have been retained, by that party.
5. Restrictions Against Change in Ownership, Management and Control of
Naing Property and Assignment of Agreement.
(a) During the Negotiation Period, no voluntary or involuntary successor -in-
interest of Naing shall acquire any rights or powers under this Agreement.
(b) Naing shall promptly notify the City in writing of any and all changes
whatsoever in the identity of the business entities or individuals either comprising or in control
of the Naing Property, as well as any and all changes in the interest or the degree of control of
the Naing Property by any such person, of which information Naing is notified or may otherwise
have knowledge or information. Upon the occurrence of any significant or material change,
whether voluntary or involuntary, in ownership, management or control of the Naing Property
(other than such changes occasioned by the death or incapacity of any individual) that has not
EXHIBIT 1
25J -5
been approved by the City, prior to the time of such change, the City may terminate this
Agreement, without liability to Naing or any other person, by sending written notice of
termination to the other Parties, referencing this Section 6(b).
6. Naing Obligations to Review Draft Agreements and Attend Meetings.
(a) During the Negotiation Period, the Parties shall diligently review and
comment on drafts of a property exchange agreement prepared by the City Attorney, and if the
terms and conditions of such an agreement are agreed upon among the City staff and Naing,
Naing shall submit the property exchange agreement fully executed by Naing to the City
Manager for submission to City Council for review and approval or disapproval Any future
property exchange agreement shall consist of terms and conditions acceptable to Naing and the
City Council of the City, in their respective sole and absolute discretion.
(b) During the Negotiation Period, Naing shall also keep City staff advised on
the progress of Naing in performing his obligations under this Agreement and attend meetings,
on a regular basis or as requested by City Staff including, without limitation, having one or more
of Naing's employees or consultants who are knowledgeable regarding this Agreement and the
progress of negotiation of the property exchange agreement, such that such person(s) can
meaningfully respond to inquiries from City regarding the progress of the negotiation of the
property exchange agreement.
7. Each Party to Pay Own Costs and Expenses. Each party shall bear the costs of
her /its own fees or expenses o£ engineers, architects, financial consultants, legal, planning or
other consultants or contractors, for any study, analysis, evaluation, report, schedule, estimate,
environmental review, planning and /or design activities, drawings, specifications or other
activity or matter relating to the potential real property exchange agreement that may be
undertaken during the Negotiation Period.
Each Party Not To Negotiate With Others.
(a) During the Negotiation Period, the City, and its respective staff shall not
negotiate with any other person regarding the sale or development of the City Property. The
tenon "negotiate," as used in this Agreement, means and refers to engaging in any discussions
with a person other than Naing, regardless of how initiated, with respect to that person's
acquisition or development of the City Property to the total or partial exclusion of Naing from
acquiring the City Property through exchange, without Naing's written consent, subject to the
provisions of Section 8(b) and further provided that the City may receive and retain unsolicited
offers regarding development of the City Property, but shall not negotiate with the proponent of
any such offor during the Negotiation Period. The duty not to negotiate with others, as stated in
this paragraph, similarly applies to Naing.
(b) Nothing in this Agreement shall limit, prevent, restrict or inhibit the City
from providing any information in its possession or control that would Customarily be Sunished
to persons requesting information from the City concerning their respective goals, matters of a
similar nature relating to development plans or as required by law to be disclosed, upon request
or otherwise.
EXHIBIT 1
25J -6
9. Acknowledgments and Reservations,
(a) The Parties agree that, if this Agreement expires or is terminated for any
reason, or a fitture real property exchange is not approved and executed by the Parties, for any
reason, none of the Parties shall be under any obligation, nor have any liability to each other or
any other person regarding the sale or other disposition of the Properties or the development of
the Properties.
(b) Naing and City acknowledge and agree that no provision of this
Agreement shall be deemed to be an offer by the City or Naing, nor an acceptance by the City or
Naing of any offer or proposal from either party to convey any estate or interest in the Properties
or to provide any financial or other assistance to each other for the exchange of the Properties.
(c) Naing and City acknowledge and agree that Naing and City have not
acquired, nor will acquire, by virtue of the terms of this Agreement, any legal or equitable
interest in the other's property,
(d) Each Party reserves the right to reasonably obtain further information, data
and commitments to ascertain the ability and capacity of the other party to enter into a potential
exchange of real property. Each party acknowledges that it may be requested to make certain
financial disclosures to each other, its staff, legal counsel or other consultants, as part of the
financial due diligence investigations relating to the potential exchange of Properties and that
any such disclosures may become public records. The City shalt maintain the confidentiality of
financial information of Naiirg to the extent allowed by law, as determined by the City Attorney.
Notwithstanding the forego'i'ng, if the City receives a request for documents related to this
Agreement pursuant to the California Public Records Act (Govt. Code Section 6254 or, seq) or
similar statute, and the City determines that the City has responsive documents, the City shall
provide Naing notice not less than three business (3) days prior to releasing the responsive
documents to the requesting party. During this three business (3) day period Naing may seek a
court order prohibiting the release of the documents. Any litigation or costs associated with
protecting documents from disclosure shall be borne solely by Naing.
10. Nondiscrimination. Each Party shall not discriminate against any person, or
group of persons on account of race, color, creed, religion, sex, marital status, handicap, national
origin or ancestry in undertaking his obligations under this Agreement.
11. Default.
(a) Failure or delay by any Party to perform any material term or provision of
this Agreement shall constitute a default under this Agreement, If the Party who is claimed to be
in default by another Parry cures, corrects or remedics the alleged default within fifteen (15)
calendar days after receipt of written notice specifying such default, such Party shall not be in
default under this Agreement. The notice and cure period provided in the immediately preceding
sentence shall not, under any circumstances, extend the Negotiation Period. If" there are less than
fifteen (15) days remaining in the Negotiation Period, the cure period allowed pursuant to this
Section 11(a) shall be automatically reduced to the number of days remaining in the Negotiation
Period,
EXHIBIT 1
25J -7
(b) The Party claiming that a default has occurred shall give written notice of
default to the Party claimed to be in default, specifying the alleged default, Delay in giving such
notice shall not constitute a waiver of any default nor shall it change the time of default,
However, the injured Party shall have no right to exercise any remedy for a default under this
Agreement, without first delivering written notice of the default,
(c) Any failure or delay by a Party in asserting any of its rights or remedies as
to any default shall not operate as a waiver of any default or of any rights or remedies associated
with a default.
(d) Subject to section 2 (d), if a. default of any Party remains uncured for more
than fifteen (15) calendar clays following receipt of written notice of such default, a "breach" of
this Agreement by the defaulting Party shall be deemed to have occurred. In the event of a
breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall
be to terminate this Agreement by serving written notice of termination on the Party in breach.
12. Press Releases, Each Party agrees to obtain the approval of the other Party
before malting any press releases relating to the real property exchange or negotiation of a
property exchange with the other Party prior to publication.
13. Notice. All notices required trader this Agreement shall be presented (A) in
person, (B) by a reputable same -day or overnight delivery service, or (C) facsimile and
confirmed by first class certified or registered United States Mail, with return receipt requested,
to the address and /or fax number for the Party set forth in this Section. Notice shall be deemed
confirmed by United States Mail effective the third (3rd) business day after deposit with the
United States Postal Service. Notice by personal service or reputable same -day or overnight
delivery service shall be effective upon delivery. Either Party may change its address for receipt
of notices by notifying the other Parties in writing. Delivery of notices to courtesy copy
recipients shall not be required for valid notice to a Party.
If to City, to:
and,
City Manager
City of Santa Ana
20 Civic Center Plaza M -31
P.Q. Box 1988
Santa Ana, California 92701
telefacsimile (714) 647 -6954
City Attorney
City of Santa Ana
20 Civic Center Plaza M -29
P.Q. Box 1988
Santa Ana, California 92701
telefacsimile (714) 647 -6515
402 M-S
25J -8
If to Naing, to:
Ma May Thet Naing
466 W. Norman Ave.
Arcadia, California 91007
telefacsimile (626) 786 -9696
14. Warranty Against Payment of Consideration for Agreement. Each Party
warrants that it has not paid or given, and will not pay or give, any third party any money or
other consideration for obtaining this Agreement. Third parties, for the purposes of this
Section 14, shall not include persons to whom fees are paid for professional services, if rendered
by attorneys, financial consultants, accountants, engineers, architects and other consultants, when
such fees are considered necessary by each Party,
15. Acceptance of Agreement by Naing. Naing shall acknowledge its acceptance of
this Agreement by delivering to the City three (3) original counterpart executed copies of this
Agreement each signed by Naing.
16. Counterpart Originals. This Agreemcnt may be executed by the Parties in
multiple counterpart originals, all of which together shall constitute a single agreement.
17. No Third -Party Beneficiaries. Nothing in this Agreement is intended to benefit
any person or entity other than the Parties.
18. Governing Law, The Parties acknowledge and agree that this Agreement was
negotiated, entered into and is to be fully performed in the City of Santa Ana, California. The
Parties agree that this Agreement shall be governed by, interpreted under, and construed and
enforced in accordance with the laws of the State of California, without application of such laws'
conflicts of laws principles.
19. Waivers. No waiver of any breach of any term or condition contained in this
Agreement shall be deemed a waiver of any preceding or succeeding breach of such term or
condition, or of any other term or condition contained in this Agreement. No extension of the
time for performance of any obligation or act, no waiver of any tern or condition of this
Agreement, nor any modification of this Agreement shall be enforceable against a Party, unless
made in writing and executed by the Parties.
20. Construction. Headings at the beginning of each section and sub - section of this
Agreement are solely for the convenience of reference of the Parties and are not a part of this
Agreement. Whenever required by the context of this Agreement, the singular shall include the
plural and the masculine shall include the feminine and vice versa. This Agreement shall not be
construed as if it had been prepared by one Party, but rather as if the Parties cooperated equally
in preparing this Agreemcnt. Unless otherwise indicated, all references to sections are to this
Agreement. All exhibits referred to in this Agreement are attached to this Agreement and
incorporated into this Agreement by this reference. If the date on which a Party is required to
take any action pursuant to the terms of this Agreement is not a business day of the City, the
action shall be taken on the next succeeding business day of the City.
EXHIBIT 1
25J -9
21. Attorneys' Fees. With the exception of termination of the Agreement pursuant to
Section 2(d) and 11(,d), if a Party hereto files any action or brings any action or proceeding
against another Party arising out of this Agreement, then the prevailing Party shall be entitled to
recover as an element of its costs of suit, and not as damages, its reasonable attorneys' fees as
fixed by the court, in such action or proceeding or in a separate action or proceeding brought to
recover such attorneys' fees. For the purposes hereof the words "reasonable attorneys' fees"
mean and include, in the case of the City, salaries (or fees) and expenses of the lawyers
employed by the City (allocated on an hourly basis) who may provide legal services in
connection with the representation of the City in any such matter.
22. Enforced Delay. No party shall be deemed in default of its obligations under
this Agreement where a delay or default is due to an act of God, natural disaster, accident,
breakage or failure of equipment, enactment of conflicting federal or state laws or regulations,
third -party litigation, administrative action including, strikes, lockouts or other labor
disturbances or disputes of any character, interruption of services by suppliers thereof,
unavailability of materials or labor, unforeseeable and severe economic conditions, rationing or
restrictions on the use of utilities or public transportation whether due to energy shortages or
other causes, war, civil disobedience, riot, or by any other severe and unforeseeable occurrence
that is beyond the cmLhnl of that party (collectively, "Enforced Delay "), Performance by a party
of its obligations shall be excused during, and extended for a period of time equal to, the period
(on a day -for -day basis) for which the cause of such Enforced ,Delay is in effect.
[Signatures on following page]
EXHIBIT 1
25J -10
IN WITNESS WHEREOF, the Parties have executed this Exclusive Negotiation
Agreement on the dates indicated next to each of the signatures of their authorized
representatives, as appear below.
ATTEST:
CITY OF SANTA ANA
MARIA D. HUIZAR DAVID CAVAZOS
Clerk of the Council City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
Jos val
sstan
City Attorney
MA MAY THET NAING
Ma MayThet Naing
Tax ID #607 -17 -1127
EXHIBIT 1
25J -11
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928 927
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930 935
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101 1009
101 1013
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1018 w 1017
102 Z 1021
02 1025
N
103 1029
NO2 1101
1106 1105
1110 1109
1114 1113
1118 1117
i
1122 1121
1126 1125
AP'N - 011- 251- 17,- 18,- 19,- 20,- 38, -39
(Exhibit N®. 2)
2049'
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1113
1114
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112
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928 927
932 931
930 935
940 939
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100 1005
101 1009
101 1013
F
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102 Z 1021
02 1025
N
103 1029
NO2 1101
1106 1105
1110 1109
1114 1113
1118 1117
i
1122 1121
1126 1125
AP'N - 011- 251- 17,- 18,- 19,- 20,- 38, -39
(Exhibit N®. 2)
2049'
n
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25J -16
Letter of Authorization
August 21, 2016
City of Santa Ana
20 Civic Center Plaza M -31
Santa Ana, Ca 92701
Attn: Mr. David Cavazos
City Manager
Ref.: Real Property Exchange
Dear Mr, Cavazos,
I, Ma May Thet Naing, owner of real property located at 1113 to 1325 Standard Street, Santa Ana, Ca.
(APN # 011- 251.17.18 -19. 2038 -39). I hereby authorize Mr. Vinnie Tran and Mr. George Kong to discuss
with you and your staffs on the Real Property Exchange of my property as mentioned above, to the city
Property located at 1416 So. Bristol Street, Santa Ana, Ca (APN 11 109-266-17).
1 can be available to meet /discuss when needed during the process of this entitlement. My contact info.
Is 626. 786 -9696, email: mavvallevdentaic@vahoo.com. We look forward to working with you of closing
this property exchange successfully.
Respectfully Sub ' ed,
Cet Nai
Ma May Thet Namg
Exhibit 2
25J -17
25J -18