CITY OF LANCASTER
EXCLUSIVE NEGOTIATION AGREEMENT
THIS EXCLUSIVE NEGOTIATION AGREEMENT ( “Agreement”) is dated as of ________________, 2025 (“Effective Date”), for reference purposes only, and is entered into by and between the City of Lancaster, a California municipal corporation ( “City”), and Habitat for Humanity of Greater Los Angeles, a California nonprofit public benefit corporation (“Habitat”).
The City and Habitat 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:
RECITALS
A. The City owns approximately 35 acres of real property located at the intersection of East Avenue I and Division Street in Lancaster, California [Assessor’s Parcel Nos. 3176-005-915, -918, -919, - 921, -930], more particularly described on Exhibit A-1 attached hereto (the “Property”).
B. Habitat is interested in acquiring approximately 4.61 acres of the Property from City (depicted in Exhibit B ; the “ Habitat Portion”), and thereafter, securing all necessary entitlements to redevelop the Habitat Portion with approximately 60 units of affordable low-income for-sale housing (the “Habitat Project”).
C. The intent of the City and Habitat in entering into this Agreement is to establish a specific, limited period of time to negotiate the terms of a future agreement between the Parties governing the potential disposition and development of the Habitat Portion (“DDA”).
NOW, THEREFORE, in view of the goals and objectives of the City relating to the development of the Habitat Portion, and the promises of the City and Habitat set forth in this Agreement, the City and Habitat agree, as follows:
1. Term of Agreement. The City and Habitat have 120 days from the Effective Date to agree on a term sheet, detailing terms of the DDA. If the Parties fail to reach agreement on the term sheet by the 120-day deadline, this Agreement expires. If the Parties agree on a term sheet by the 120-day deadline, this Agreement continues and the Parties have until 12 months from the Effective Date to negotiate and execute the DDA. The initial 120-day period and the extension, if applicable, are the “Negotiation Period.”
2. Negotiation of DDA. During the Negotiation Period, the Parties will attempt to negotiate a DDA diligently and in good faith . Nothing in this Agreement binds either Party to reach an agreement on a DDA.
3. Each Party to Pay Its Respective Costs and Expenses. Each Party is responsible for its own expenses in connection with this Agreement and the DDA negotiation.
4. Appraisal of Property . During the Negotiation Period, either Party may, at its sole expense, obtain an appraisal of the Habitat Portion to determine its fair market value to aid the Parties in negotiating a purchase price as part of the DDA . The City will share with Habitat any appraisals obtained by the City. Habitat will share with the City any appraisals obtained by Habitat.
5. CEQA. Habitat agrees that the City is by law entitled or required to exercise discretion in various ways concerning development of the Habitat Portion, including but not limited to in considering entitlements and permits for the development, as well as adoption of any amendments to City ordinances, regulations , or planning or policy documents. The Parties recognize that execution of this Agreement does not constitute “approval” of a “project,” as those terms are defined by the California Environmental Quality Act and does not limit the ability of the City to consider alternatives or mitigation measures for any project that might arise and be subject to CEQA.
6. Exclusivity. During the Negotiation P eriod, the City and City staff may not negotiate with any other person or entity concerning the Habitat Portion. The City may receive and retain unsolicited offers regarding the Habitat Portion, but the City may not negotiate with the proponent of any such offer during the Negotiation Period. The City may disclose the fact that the City is a party to this Agreement.
7. Acknowledgments and Reservations. If this Agreement expires or is terminated for any reason, or a future DDA is not approved and executed by both the City and Habitat for any reason, neither Party is under any obligation, nor shall have any liability to the other or to any other person regarding the Habitat Portion. Neither Party is bound by any statement, promise , or representation made by the other Party ’s staff or representatives during the course of negotiations of a future DDA. The Parties will only be legally bound after a complete DDA is approved and executed by both the Parties, each in its respective absolute discretion following one or more duly noticed public hearings as required by law.
8. Breach. If a Party commits a material breach of this Agreement and the Party does not cure the breach within 30 days , the exclusive remedy of the Party who has not breached is to terminate this Agreement by serving written notice of termination on the breaching Party.
9. Notice. Any notice or instrument required to be delivered under this Agreement must be delivered at the addresses shown below.
TO HABITAT: Attn: Darrell Simien
Habitat for Humanity of
Greater Los Angeles
8739 Artesia Blvd
Bellflower, CA 90706
Phone: 310-323-4663 ext. 202
Email: [email protected]
Attn: Joy Otsuki
Leibold, McClendon & Mann
9841 Irvine Center Dr., Ste 230
Irvine, CA 92618
Phone: 949-585-6304
Email: [email protected]
TO CITY OF LANCASTER Attn: City Manager
44933 Fern Avenue
Lancaster, CA 93534
Phone: 661-723-6000
Email: [email protected]
10. Counterpart Originals . This Agreement may be executed by the Parties in multiple counterpart originals, all of which together constitute a single agreement. The Parties may sign this Agreement electronically.
11. No Third-Party Beneficiary; Assignees. Nothing in this Agreement is intended to benefit any person or entity other than the City and Habitat. Habitat may not assign its rights under this Agreement without the City’s written consent, which the City may grant or withhold at its sole discretion; except that the City may not unreasonably withhold its consent if the assignment is to a Habitat-owned and controlled entity.
12. Governing Law. This Agreement is governed by exclusively by the laws of the State of California, without application of any conflict-of-laws principles or statutes. Venue for any dispute regarding the Agreement lies exclusively in the courts in Los Angeles County, California.
13. Waivers. No waiver of any breach of any term or condition contained in this Agreement may 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 term or condition of this Agreement, nor any modification of this Agreement is enforceable against either Party unless it is made in writing and executed by both Parties.
CITY:
CITY OF LANCASTER,
a California municipal corporation
By: ______________________________
Trolis Niebla, City Manager
APPROVED AS TO FORM:
By: _____________________________
City Attorney
DEVELOPER:
HABITAT FOR HUMANITY OF
GREATER LOS ANGELES,
a California nonprofit public benefit
corporation
By: _____________________________
Erin Rank, President & CEO
ATTEST:
By: _____________________________
City Clerk
DEPARTMENT HEAD APPROVAL:
By: _____________________________
Department Director
EXHIBIT A
Legal Description of Property
[Habitat to confirm that his is proper legal description]
For APN/Parcel ID(s): 3176-005-930, 3176-005-915, 3176-005-918 and 3176-005-919
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF
LANCASTER, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
LOTS 3 AND 5 OF TRACT NO. 61166, IN THE CITY OF LANCASTER, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1309 PAGES 17 TO 19 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM THAT PORTION OF SAID LOT 3 DESCRIBED IN DEED RECORDED DECEMBER 4, 2013 AS INSTRUMENT NO. 2013-1713119, OF OFFICIAL RECORDS.
EXCEPT THEREFROM, ALL MINERAL DEPOSITS AS DEFINED IN SECTION 6401 OF THE PUBLIC RESOURCES CODE LYING BELOW A DEPTH OF 500 FEET, WITHOUT
THE SURFACE RIGHT OF ENTRY, AS RESERVED BY THE STATE OF CALIFORNIA IN DEED RECORDED MARCH 10, 2000 AS INSTRUMENT NO. 00-0362954, OF OFFICIAL RECORDS.
For APN/Parcel ID(s): 3176-005-921
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF
LANCASTER, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
LOT 7 OF TRACT NO. 61166, IN THE CITY OF LANCASTER, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1309 PAGES 17 TO 19 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM THAT PORTION OF SAID LOT 3 DESCRIBED IN DEED RECORDED DECEMBER 4, 2013 AS INSTRUMENT NO. 2013-1713119, OF OFFICIAL RECORDS.
EXCEPT THEREFROM, ALL MINERAL DEPOSITS AS DEFINED IN SECTION 6401 OF THE PUBLIC RESOURCES CODE LYING BELOW A DEPTH OF 500 FEET, WITHOUT
THE SURFACE RIGHT OF ENTRY, AS RESERVED BY THE STATE OF CALIFORNIA IN DEED RECORDED MARCH 10, 2000 AS INSTRUMENT NO. 2000-0362954, OF OFFICIAL RECORDS.
55707.00003\43360417.2
7 EXHIBIT B
The Habitat Portion