Item No. 7.
TO:HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM:OFFICE OF THE CITY MANAGER
BY:VANIAH DE ROJAS, ASSISTANT CITY MANAGER
DATE:SEPTEMBER 8, 2026
SUBJECT:
APPROVAL OF AN EXCLUSIVE NEGOTIATION AGREEMENT (ENA) WITH THE LOS
ANGELES COUNTY CHIEF EXECUTIVE OFFICE FOR THE DEVELOPMENT OF THE
RANCHO LOS AMIGOS SOUTH CAMPUS
EXECUTIVE SUMMARY
The City Council will consider approval of an Exclusive Negotiating Agreement (ENA) with the Los Angeles County Chief Executive Office (CEO) for the development of the Rancho Los Amigos South Campus. The ENA establishes a structured negotiation period for both the City and County to explore the feasibility of developing the Rancho South Campus.
RECOMMENDATION
That the City Council:
1. Approve an Exclusive Negotiation Agreement (ENA) with the Los Angeles County Chief Executive Office (CEO) to commence formal negotiations regarding the development of the Rancho Los Amigos South Campus; and
2. Appropriate $50,000 from the General Fund Reserves to be used toward the reimbursement of County expenses during the duration of the ENA.
BACKGROUND
The Rancho Los Amigos South Campus has remained largely vacant since the consolidation of the Rancho Los Amigos National Rehabilitation Center in the 1980s. While Rancho Los Amigos remained under Los Angeles County ownership, in 2021, the City adopted an updated Rancho Los Amigos South Campus Specific Plan to guide the comprehensive redevelopment of the area into a mixed-use development including public services, housing, commercial activity, and transit-oriented uses to support the future Metro Southeast Gateway Line’s Gardendale Transit Station.
In 2024, the City, with assistance from its consultant Kosmont Companies, issued a Request for Master Developer Proposals ("RFP") to oversee a blended-use commercial and residential project across approximately 55 acres of vacant land and dilapidated structures within the Rancho Los Amigos South Campus. The City ultimately selected Lewis Land Developers ("Lewis") for their extensive development experience and entered into an Exclusive Negotiating Agreement ("ENA") with Lewis in 2025. The ENA was extended in March 2026 to January 15, 2027.
ANALYSIS
Since selecting Lewis, the City has engaged in several discussions with Los Angeles County regarding the future of Rancho Los Amigos. In January 2026, the Los Angeles County Board of Supervisors unanimously authorized the Los Angeles County CEO's Office staff to enter into negotiations with the City for an ENA outlining development in alignment with the 2021 Specific Plan, with particular importance placed on market-rate and affordable housing.
City and County staff have finalized negotiations and staff is seeking City Council approval of the ENA.
The following are key elements of the ENA:
1. Parties & Purpose
Parties: County of Los Angeles (owner of the property) and City of Downey.
Purpose: To negotiate exclusively and in good faith for the potential development of a 37-acre portion of the Rancho Los Amigos South Campus, including County offices, retail, housing (market rate and affordable), community facilities, sports complex, and a future Metro station.
2. Exclusivity
During the ENA term, the County will not solicit or consider offers from other parties for the development of the property. All negotiations are exclusive to the City and County.
3. Term & Extensions
Initial Term: 12 months from the effective date.
Extensions: Up to four additional six-month extensions if substantial progress is made.
Either party may terminate with 30 days’ written notice if negotiations are unlikely to succeed.
4. Framework for Negotiations
The ENA does not establish all essential terms of the project; it sets a framework for negotiating future agreements (development agreement, ground lease, option agreement).
Final project agreements require compliance with CEQA and approval by the County Board of Supervisors.
5. Reimbursement of County Costs
The City must reimburse the County for actual costs incurred in public outreach, negotiation, document review, and preparation related to the ENA and project agreements.
6. County Responsibilities
Negotiate exclusively and in good faith.
Agree to a schedule of performance (milestones: proforma, concept design, financial capacity, public outreach, CEQA application, draft agreements, financing structure).
8. City Responsibilities
Prepare and submit project information, meet milestones, provide notice of governmental meetings, submit environmental documents and entitlements, coordinate design review, and perform other covenants as required
Following this execution of the agreement, City and County staff will meet the milestones required of each as set forth in a schedule of performance which the Parties shall agree to within ninety (90) days of the execution of this Agreement.
CITY COUNCIL PRIORITIES
Fiscal Responsibility
Economic Vibrancy
Public Engagement
FISCAL IMPACT
Approval of the recommended action(s) will result in an appropriation of $50,000 from the General Fund Reserves to the Economic Development Division Account No. 10-4-1220-0700 to be used towards the reimbursement of County expenses during the duration of the ENA.
Attachments
Attachment A: Exclusive Negotiation Agreement.pdf