The deal, which includes the San Francisco Civic Center, has been pitched as a way to generate much-needed cash. California would pocket about $1.3 billion after debt is paid off, but would then be a tenant in the same buildings. According to the nonpartisan Legislative Analyst’s Office, the deal would cost taxpayers $6 billion over 35 years.

The buyer is a consortium of investment firms that refuses to disclose where the money is coming from or even who is involved. Opponents of the transaction, who include Bill Lockyer, the state treasurer, and John Chiang, the controller, say it is a terrible deal that smacks of cronyism.

Two prominent Bay Area lawyers sued to halt the sale, and the state appellate court issued a stay on Dec. 13, two days before the deal was scheduled to close. The plaintiffs are members of the state building authorities in San Francisco and Los Angeles who were ousted from their unpaid posts after questioning the plan.

“This deal smells so bad. The more we get into it, the stronger the odor becomes,” said Louise Renne, the former San Francisco city attorney who is among those working pro bono to scuttle the deal. “Even as of today, nobody knows for sure who is behind this sale.”

Lawyers representing Mr. Schwarzenegger have been working furiously to close the transaction before Mr. Schwarzenegger leaves office. Gov.-elect Jerry Brown’s views on the deal are unknown, though last month he declined, as state attorney general, to represent Mr. Schwarzenegger in the case.

“A lot of people are going to make a lot of money off of this,” said Donald Casper, the onetime head of the San Francisco Republican Party who is also involved in the court challenge. “They are fighting tooth and nail to maintain their expected profits.”

The 2009 bill authorizing the Department of General Services to sell the buildings (which, at 7.3 million square feet, amount to 43 percent of all the state’s office space) was hurriedly passed as part of an emergency budget measure. The bill’s title, “State property: Orange County Fair: inventory; leases; sale and leaseback” gave little hint of its import. In the third paragraph of subsection 2, it discussed entering “into a sale or long-term lease of certain listed properties,” which were identified several thousand words later.

After the bill’s passage, D.G.S. hired CB Richard Ellis (whose chairman, Richard C. Blum, is married to United States Senator Dianne Feinstein) to broker the sale. Its commission if the deal goes through will be $1.9 million. Three hundred entities submitted bids; 30 were invited to bid in the second round. By July, two bidders were left in the running.

One bid was led by Stone Youngberg LLC, an established San Francisco municipal-bond underwriter. A managing director, Scott Sollers, said he was spurred by a concern for “public policy” to structure a proposal that would keep the properties in the public domain.

His plan, which he said was endorsed by civic leaders of all the communities that are home to the 11 buildings, would have allowed the state to continue to own the land beneath the structures. At the end of the lease term, ownership of the buildings themselves would have reverted to the state.

The other finalist was the newly minted California First LLC. Its leading partners are Richard Mayo, an appointee of Gov. Pete Wilson whose duties included selling state-owned property; Grover L. McKean, a former state deputy treasurer; and Chandra R. Patel, whose biography lists real estate interests in Irvine, Mumbai and New York.

D.G.S. said in October that the winning bidder was California First, which offered $2.33 billion, exceeding Mr. Sollers’ $2.3 billion. Under the winning plan, neither the land nor the buildings would remain public property.

The Schwarzenegger administration argues that the deal saves on upkeep of the buildings, allows the retirement of bonds that cost $118 million annually, and ultimately saves the state $2 million over the first 20 years of the deal. The report from the Legislative Analyst’s Office, issued in November, criticized D.G.S.’s math and said the transaction would cost taxpayers billions of dollars.

More troubling are suggestions the transaction was handled secretively and rewarded people with pull in the administration.

estevens@baycitizen.org