CITY OF LANCASTER
EXCLUSIVE NEGOTIATION AGREEMENT
THIS EXCLUSIVE NEGOTIATION AGREEMENT (“Agreement”) is dated as of August 11, 2026 (“Effective Date”), for reference purposes only, and is entered into by and between the City of Lancaster, a California municipal corporation ( “City”), and Visionary Home Builders of California, a California Corporation (“Visionary”). The City and Visionary 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 and depicted on Exhibit A-2 attached hereto (the “Property”).
B. Visionary is interested in acquiring approximately 7.83 acres of the Property from City (depicted in Exhibit B; the “Visionary Portion”), and thereafter, securing all necessary entitlements to redevelop the Visionary Portion with approximately 120 units of affordable rental housing (the “Visionary Project”). This 7.83 acres would be subject to an approved lot split and be a separate parcel for the a ffordable housing project.
C. The intent of the City and Visionary 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 Agreement (“DDA”) of the Visionary Portion.
NOW, THEREFORE, in view of the goals and objectives of the City relating to the development of the Visionary Portion, and the promises of the City and Visionary set forth in this Agreement, the City and Visionary agree, as follows:
1. Term of Agreement . The City and Visionary have 180 days from the Effective Date to agree on a term sheet, detailing terms similar to the example in Exhibit C . If the Parties fail to reach agreement on the term sheet by the 180-day deadline, this Agreement expires. If the Parties agree on a term sheet by the 180-day deadline, this Agreement continues , and the Parties have until 12 months from the Effective Date to negotiate and execute the DDA. The initial 180- 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 Visionary 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 Visionary any appraisals obtained by the City. Visionary will share with the City any appraisals obtained by Visionary.
5. CEQA. Visionary agrees that the City is by law entitled or required to exercise discretion in various ways concerning development of the Visionary Portion, including but not limited to 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 Visionary Portion. The City may receive and retain unsolicited offers regarding the Visionary 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. Confidentiality. To the extent permitted by law, the Parties agree that, during the Term of this Exclusive Negotiating Agreement, all materials, documents, data, analyses, communications, financial information, development concepts, proposals, and any other information exchanged between the Parties (collectively, “Confidential Information”) shall be kept strictly confidential.
The Parties acknowledge and agree that the City is a public agency subject to the requirements of the Ralph M. Brown Act and the California Public Records Act and other transparency, public - meeting, public-records, and governing-board approval requirements. Nothing in this Agreement limits, delays, or conditions the City’s compliance with any such law or with any subpoena, court or administrative order, regulatory requirement, or other legal process. A disclosure made in compliance with applicable law or legal process consistent with this Section is not a breach of this Agreement.
8. 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 Visionary for any reason, neither Party is under any obligation, nor have any liability to the other or to any other person regarding the Visionary 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.
9. 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.
10. Notice. Any notice or instrument required to be delivered under this Agreement must be delivered at the addresses shown below.
TO VISIONARY: Attn: Stephanie Rodriguez
315 N. San Joaquin St, Stockton,
CA 95202
Phone: 209-461-2100
Email:
srodriguez@visionaryhomesbuil
ders.org
TO CITY OF LANCASTER Attn: City Manager
44933 Fern Avenue, Lancaster,
CA 93534
Phone: 661-723-6000
Email: [email protected]
11. 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.
12. No Third-Party Beneficiary; Assignees. Nothing in this Agreement is intended to benefit any person or entity other than the City and Visionary. Visionary 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 Visionary-owned and controlled entity.
13. 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.
14. 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: _____________________________
Allison E. Burns, City Attorney
DEVELOPER:
VISIONARY HOME BUILDERS OF
CALIFORNIA, a California corporation
By: _____________________________
Stephanie Rodriguez,
Chief Real Estate Development
Officer
ATTEST:
By: _____________________________
City Clerk
EXHIBIT A-1
Legal Description of Property
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. 200 0-0362954, OF OFFICIAL RECORDS.
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7 EXHIBIT A-2
Depiction of Property
[See Attached]
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8 EXHIBIT B
The Visionary Portion
APN 3176-005-921
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9 55707.00003\43360417.2
10 EXHIBIT C
TERM SHEET FOR PROPERTY DISPOSITION AGREEMENT
BETWEEN
THE CITY OF LANCASTER (“CITY”)
AND
___________________________ (“DEVELOPER”)
Draft __, , 2026_
PARTIES AND
PURPOSE
Parties -
Purpose –
DEVELOPMENT
PROGRAM
Development Program –
The Development Program, including initially proposed design, specification and scale of proposed amenities is described in greater detail in EXHIBIT A.
Definition of Material Change to Development Program
Site Plan – A preliminary Project site plan is attached hereto as part of EXHIBIT A.
DEVELOPMENT COST Development Cost –
The details of this estimate are provided in the Overall Cost Estimate in EXHIBIT B.
PROJECT FINANCING/
CITY ASSISTANCE
All tentative pro forma budget(s) will be attached as EXHIBIT C.
Scenario 1:
Scenario 2:
ENTITLEMENTS Compliance with Approved Plans –
MARKETING PLAN
TRANSFER OF
PROPERTY
SCHEDULE OF
PERFORMANCE
Completion of Project – See EXHIBIT D for Schedule of
Performance.
AHSC
REQUIREMENTS
COMPLETION
GUARANTEE
SUPPORT AND
COOPERATION
The City and the Developer shall act in full cooperation and collaboration with each other to pursue government permits,
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11 entitlements, regulatory assurances, oversight agreements, grants, and incentives that support or benefit the Project, so long as such cooperation is at no cost to the City.