Joint Special Council/BFPD
03/3/25 06:00 PM
City Clerk / Records
Andrea Flores
Contract
Doc ID: 5909
AGENDA ITEM
AGENDA MATTER:
APPROVAL OF AMENDMENT NO. 1 TO THE EXCLUSIVE NEGOTIATING AGREEMENT WITH LEWIS LAND DEVELOPERS, LLC., THROUGH ITS ASSIGNMENT BY LEWIS ACQUISITION
COMPANY, LLC
EXECUTIVE SUMMARY:
Staff recommends the City Council approve the proposed Amendment No. 1 to the Exclusive Negotiating Agreement (“ENA”), dated July 17, 2023, with the assignee Lewis Land Developers, LLC (“Lewis Group”).
The original ENA was between the City and Lewis Group, who assigned its rights in the ENA to Lewis Group. This assignment complies with Section 11 of the ENA because the Lewis Group may assign the ENA to a single purpose limited liability company in which greater than 50% interest in the capital and/or profits are owned by the Richard, Robert, Roger, and Randall Lewis.
The ENA commits the City and Lewis Group only to negotiate regarding the possible acquisition and development of certain parcels in the Lenwood Area. The proposed Amendment to the ENA requires Lewis Group to pay a $15,000 deposit, and additional funds if needed, for the City’s use to pay costs associated with acquisition of the of the property, located east and north of the commercial development along Highpoint Parkway. The Amendment also adds verbiage indicating that California laws govern the ENA’s enforcement and that electronic documents and signatures have the same legal effects as an original signed copy of the Amendment.
Consideration of a future Disposition and Development Agreement would have to be considered by the City Council at a future open session meeting of the City Council, after required public hearings, Council and Planning Commission review, and potential environmental impacts reviews.
NOTE: This ENA is for a different project with the Lewis Group than the development agreement for a 146
single-family residential units, and two infrastructure lots, on an approximately 36.06 acre site at the southwest corner of Rimrock Road and Higgins Road.
DISCUSSION:
The City is seeking to acquire land from the Bureau of Land Management (“BLM”), a federal land management agency, with the intent to in turn transfer the land to the Lewis Group for development of a mixed use project. The land under consideration is the BLM Land east and north of the commercial developments along Highpoint Parkway, off Lenwood Road. The proposed project would be several hundred acres, with market rate and some affordable housing, in a mix of single-family and multi-family, commercial, and potentially a new school.
An exclusive negotiating agreement is an agreement between a government agency and a private developer where the parties agree to negotiate for a set period, and to not negotiate with others, except as required by law, for developing a particular site. City staff negotiated an Exclusive Negotiating Agreement with the Lewis Acquisition Company, LLC (“LAC”) for the land that the City would seek to acquire from the Bureau of Land Management. On August 1, 2023, LAC assigned the ENA to Lewis Land Joint Special Council/BFPD
03/3/25 06:00 PM
City Clerk / Records
Andrea Flores
Contract
Doc ID: 5909
AGENDA ITEM
Land Developers, LLC. Accordingly, Lewis Group is now the entity involved with the City, even though while LAC is the entity listed on the original ENA.
Overview of Key Terms of the ENA
City will only negotiate with the Lewis Group for the BLM property City cannot negotiate with other interested developers, except as required by law Lewis Group will work with City to identify which BLM parcels interest the City, assist City in valuing the BLM parcels, and determine the best process for working with BLM to designate the property for transfer to the City
The ENA has an initial six month period, renewable for successive six month periods, and may be terminated by either party on 30 days’ notice
The City and the Lewis Group will in good faith negotiate a Disposition and Development Agreement for developing a mixed-use project at the site.
No payment is contemplated under the terms of the original ENA.
Overview of Amendment Changes to the Exclusive Negotiating Agreement Developer Payment for BLM Acquisition City Fees – Lewis Group will pay the costs required by BLM to process the City’s application for the property and related third-party costs. These cost include fees for an economic consultant, legal costs, appraisal service fees, environmental work, and any other costs associated with the BLM land acquisition. The City will set up a segregated account for Lewis Group to deposit funds for the costs required by BLM for the City to acquire the Property. Lewis Group will initially deposit $15,000 into the account, upon the City’s thirty (30) day prior written notice. Lewis Group will reasonably approve any City selected third-party consultants via the City’s submission of the Consultants proposed scope of work and proposed budget. If the City and Lewis Group are not able to agree on a consultant, the City can terminate the ENA. Any needed payments for costs and/or consultant cost, subsequent to the $15,000 deposit, will be paid by Lewis group upon the City’s fourteen (14) calendar day written notice.
Unused funds in the BLM Account after the City has acquired the Property, if any, shall be refunded to Developer unless otherwise provided in the DDA. All expended funds for City Consultants are nonrefundable, regardless of whether the project is approved. Any unused funds for City Consultants may be returned minus any expenses. Governing Law – The ENA shall be governed and enforced in accordance with the laws of the State of California.
Electronic Documents and Signatures – Electronic documents and signatures to any amendment to the ENA have the same legal effects as an original signed copy of the Amendment.
ATTACHMENT 1 – Amendment 1 to ENA with Lewis Group
ATTACHMENT 2 – Original ENA with Lewis Group
Joint Special Council/BFPD
03/3/25 06:00 PM
City Clerk / Records
Andrea Flores
Contract
Doc ID: 5909
AGENDA ITEM
FISCAL IMPACT:
There will be no cost to the City associated with this recommendation. This recommendation has no staffing impact beyond the normal budgeted scope of duties.
RECOMMENDED ACTION:
Staff recommends approval of Amendment No. 1 to the Exclusive Negotiating Agreement with Lewis Land Developers, LLC., through its assignment by Lewis Acquisition Company, LLC.